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駿利資產管理基金股東通告
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本公司接獲駿利資產管理基金發出的股東通告，詳細內容請參閱附件。
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您的專屬私人客戶經理聯絡。
此致
李錦榮
亞洲 ( 日本除外 ) 個人投資業務區域總監
富達基金 ( 香港 ) 有限公司
^
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GFNWL/201401
2014 年 6 月 11 日
FIL Investment Management (Hong Kong) Limited
Level 21, Two Pacific Place
88 Queensway, Admiralty, Hong Kong
Tel: (852) 2629 2629 Fax: (852) 2629 6088
11 June 2014
Janus Capital Funds PLC Shareholder Notice
Dear Valued Client,
Please find attached the Shareholder Notice we received from Janus Capital Funds PLC for
your kind attention.
Thank you for your continued support of Fidelity. Should you have any enquiries, please
contact the Fidelity Investor Hotline^ on +852 2629 2629 or directly with your dedicated
Private Client Manager.
Yours sincerely,
Bruno Lee
Regional Head of Retail, Asia ex Japan
FIL Investment Management (Hong Kong) Limited
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(except public holidays).
Fidelity, Fidelity Worldwide Investment, the Fidelity Worldwide Investment logo and F symbol are trademarks of FIL Limited.
駿利資產管理基金（「本公司」）
股東週年大會通知
茲通知：本公司將於 2014 年 6 月 30 日下午 2 時正（都柏林時間）在 Citibank Europe plc 位於 1
North Wall Quay, Dublin 1, Ireland 的辦事處舉行股東週年大會，審議以下事宜：
普通事務
1.
接受及考慮截至 2013 年 12 月 31 日止年度的董事會報告、核數師報告及賬目﹔
2.
授權董事釐定截至 2014 年 12 月 31 日止年度的核數師酬金 ﹔
3.
批准截至 2013 年 12 月 31 日止年度的董事酬金﹔
特別事務
4.
考慮並酌情通過以下事務為本公司股東的特別決議案：
4.1
議決並茲修訂本公司《組織章程細則》，删除細則第 1(a)條「該法」或「一九六
三年至二零零九年《公司法》」的定義及加插以下定義代替﹕「『該法』 或 『一九六三年至二零一三年《公司法》』 指一九六三年至二零零
五年《公司法》、二零零六年《投資基金、公司及雜項條文法》第二部分及第
三部分、二零零九年《公司（修訂）法》、二零零九年《公司（雜項條文）法》、
二零一二年《公司（修訂）法》及二零一三年《公司（雜項條文）法》，而所
有成文法則應與《公司法》及其當時有效的各項法定修改及重新制定條文看成
一體，或一併詮釋或閱讀。」
4.2
議決並茲修訂本公司《組織章程大綱及章程細則》，刪除所有「一九六三年至
二零零九年《公司法》」的提述，並以「一九六三年至二零一三年《公司法》」
取代。
4.3
議決並茲修訂本公司《組織章程大綱及章程細則》，刪除所有「歐洲共同體二
零一一年《可轉讓證券集體投資企業規定》」，並以「歐洲共同體二零一一年
《可轉讓證券集體投資企業規定》（經修訂）」取代。
4.4
議決並茲修訂本公司《組織章程大綱》第 2 條，有關「規例第 45 條」的提述由
「「規例第 68 條」 取代。
5.
考慮並酌情通過以下事務為股東特別決議案，藉以容許在若干情況下執行攤薄調整機制﹕
-
5.1
議決並茲修訂本公司《組織章程細則》，在細則第 1(a)條加插以下有關攤薄調整
的定義﹕「『攤薄調整』指為減低某基金買賣相關投資的成本（包括任何買賣差價、佣
金與轉讓稅）對股東持有該基金的權益造成的影響而對該基金的每股資產淨值
作出調整。」
5.2
議決並茲修訂本公司《組織章程細則》，加插下文作為新細則第 12(b) 條，以及
將細則第 12 條項下的其後段落重新編序﹕「(b)
董事在招股說明書所詳載可應用攤薄調整的情況下，可決定作出攤薄調
整。作出攤薄調整可以是減少某基金股份的購回價或提高某基金股份的
認購價。如某基金接獲淨認購，進行攤薄調整將使每股資產淨值增加。
如某基金接獲淨贖回，進行攤薄調整將使每股資產淨值減少。就每一基
金作出的攤薄調整將參考該基金買賣相關投資的估計交易成本（包括任
何買賣差價、佣金及轉讓稅）計算。某基金每類股份的價格將另外計算，
但任何攤薄調整將以同一方式影響該基金每類股份的價格。本公司將不
時就任何攤薄調整金額進行檢討。」
6.
6.1
議決並茲修訂本公司《組織章程細則》，刪除細則第 1(a)條有關「受監管市場」
的定義，並加插下文取代﹕ 「『受監管市場』指符合細則第 15 條所列準則的任何股票交易所或受監管市場。」
6.2
議決並茲修訂本公司《組織章程細則》，刪除細則第 15(c) 條，並加插下文取代﹕
「(c)
受央行批准及規例所載條件及限制之規限下，本公司可將任何基金的資
產最多 100% 投資於由歐盟成員國發行或擔保或由任何歐盟成員國的地
方當局發行或擔保，或由非歐盟成員國或其成員包括一個或多個歐盟成
員國的國際公共機構發行或擔保或由美國、瑞士、挪威、加拿大 、日本、
澳洲及紐西蘭政府發行或擔保或由以下一個或多個機構發行或擔保的
可轉讓證券及貨幣市場工具：經合組織政府（但有關證券發行須具投資
級別）、巴西政府（但有關證券發行須具投資級別）、印度政府（但有
關證券發行須具投資級別）、新加坡政府、歐洲投資銀行、歐洲復興及
開發銀行、國際金融公司、國際貨幣基金、Euratom、亞洲開發銀行、
歐洲央行、歐洲理事會、Eurofima、非洲開發銀行、國際復興及開發銀
行（世界銀行）、美洲開發銀行、歐盟、美國聯邦國民抵押貸款協會（房
利美）、聯邦住宅貸款抵押公司（房地美）、政府國民抵押貸款協會（吉
2
利美）、學生貸款市場推廣協會（沙利美）、聯邦住宅貸款銀行、聯邦
農業信貸銀行、Straight A Funding LLC、田納西谷監管局 （Tennessee
Valley Authority） 及進出口銀行。」
6.3
議決並茲修訂本公司《組織章程細則》，刪除細則第 15(d) 條，並加插下文取代﹕
「(d)
除了在非上市證券或開放式集體投資計劃的單位的獲准投資外，本公司
及其基金將只投資於該等在符合監管準則（受監管、定期運作、受認可
及向公眾開放）及招股說明書所列的股票交易所或市場（包括衍生工具
市場）上市或買賣的證券和衍生工具。」
7.
議決並茲修訂本公司《組織章程細則》，刪除細則第 10(j) 條，並加插下文取代﹕「(j)
倘本公司根據任何適用法律、規例、指示或指引，或與任何稅務或財政機關訂立
的任何協議須就股東持有股份（無論是購回股份、轉讓股份或其他方式）而扣除、
預扣或交待稅項，或本公司向股東支付分派時（無論以現金或其他方式），或因
股東持有股份而引致稅務負債的任何其他情況下，董事有權(本著誠信及基於合
理理由行事)就償付任何該等稅務負債而安排購回及註銷該名股東的足夠股份數
目（須扣除任何購回費用），且直至董事收到該受讓人就其居籍或狀況提供董事
可能要求的聲明前，董事可拒絕將該股東登記為受讓人。保管人應確保購回所得
款項乃就上述償付任何適用稅項負債之目的而持有。」
8.
議決並茲修訂本公司《組織章程細則》，刪除細則第 12(b) 條，並加插下文取代﹕ 「(c)
在以下情況，本公司可隨時 （但並無責任）暫時停止釐定任何基金股份之資產
淨值，以及暫時停止該等股份之銷售及購回﹕(i)
基金的重大部分投資所在的主要市場停市（除平常假日或例行週末收市
外）或交易受到限制或被暫停的任何期間﹔
(ii)
實際上無法出售構成基金大部分資產之投資的任何期間﹔
(iii)
不論因何原因，本公司無法合理、迅速或準確確定基金任何投資之價格
的任何期間﹔
(iv)
董事認為，基金就變現或支付投資而將會或可能涉及的匯款，無法按正
常匯率進行的任何期間﹔
(v)
出售股份所得款項或購回股份所需資金無法轉入或轉出基金賬戶的任何
期間﹔
3
(vi)
本公司考慮就本公司、基金或股份類別進行合併，而董事經考慮成員的
利益後認為作出暫停實屬合理的任何期間﹔
(vii)
發生導致本公司或任何基金進入清盤的事件﹔
(viii)
董事認為須暫停的任何其他情況，而經考慮股東的利益後認為作出暫停
實屬合理的任何期間。」
9.
議決並茲修訂本公司《組織章程細則》，刪除細則第 13 條，並加插下文取代﹕「13.
資產估值
(a)
本公司之資產淨值應按照本細則的規定計算。
(b)
各基金的每股資產淨值須於每一交易日在招股說明書指定的時間進行估
值。不歸屬於任何基金的任何本公司負債，應按比例在所有基金之間分
配。
(i)
在受監管市場或場外交易市場上市或買賣的資產（下文(v)及(vi)
所述者除外）如能隨時取得市場報價，應按最後交易報價進行估
值，倘無可得市場報價，或本公司認為該市場報價不能代表公平
市值，則按該項投資所在市場的主要交易所之最後中位市場報價
（即最近期買價與賣價之間的中間價）進行估值，惟在受監管市
場上市但在場外或在有關股票交易所以外或在場外市場以溢價
或折讓收購或買賣的投資，可計及於投資估值日期的溢價或折讓
水平而予以估值。保管人必須確保就計算該證券的可能變現價值
而言，採納該項程序屬合理。
倘本公司認為特定資產之可得最後價格未能反映其公平價值，或
該價格不具代表性或無法獲得，則應由董事或其正式委任的授權
代表所委任的合資格人士（經保管人就此目的批准），謹慎地及
本著誠信按該等資產的可能變現價值，估計該等資產之價值。
(ii)
倘資產在數個受監管市場上市或買賣，將使用該等資產在本公司
認為是該等資產的最主要市場之受監管市場的最後交易報價或
最後中位市場報價進行估值。
(iii)
倘任何投資在有關交易日並未於任何受監管市場上市或買賣，則
該證券應由董事或其正式委任的授權代表所委任並經保管人就
此目的批准的合資格人士，謹慎地及本著誠信釐定的可能變現價
4
值進行估值。基於非上市證券的性質，以及難以從其他來源取得
估值，該合資格專業人士可能與投資顧問有關。
(iv)
現金和其他流動資產將按面值加上應計利息（如適用） 估值。
(v)
集體投資計劃之單位或股份將按最近期可得資產淨值估值，倘這
些單位或股份在受監管市場上市或買賣，則按最後交易報價或中
位報價（或如果無法取得中位報價，則按買方出價）進行估值，
或倘上述價格無法獲得或不具代表性，則按被視為與該集體投資
計劃相關的最近期可得資產淨值進行估值。
(vi)
交易所買賣的衍生工具將按該工具於該市場的結算價進行估
值。場外衍生工具將於每日採用對手方的估值或替代估值（如由
本公司計算或董事或其正式委任的授權代表所委任並經保管人
就此目的批准的獨立價格提供者計算的估值）進行估值。如採用
對手方的估值，該估值必須由獨立方（須為保管人就此目的批准）
至少每周作出批准或核證。倘採用替代估值，該估值須每月就該
工具對手方所提供的估值進行調整。遠期外匯合約將參考具有相
同規模及到期日的新遠期合約可能簽訂的價格進行估值。
(vii)
任何並非以美元計價的價值（不論是投資或現金價值）及任何非
美元計值的借款，應按本公司認為在有關情況下屬適當之匯率
（不論是官方匯率或其他匯率）兌換為美元。
倘根據上文(i)至(vii)段所載的估值規則無法及不能正確評估特定投資之
價值，或該估值未能代表該證券之公平市值時，則本公司有權採用其他
一般公認之估值原則，為該特定工具達致恰當估值，惟該估值方法須事
先獲保管人批准。
(c)
當計算任何基金的變現價格時，董事在保管人的批准下可調整每股資產
淨值，以反映該基金的投資價值（假定該基金乃按其於有關時間在有關
市場的最高市場買入價進行估值）。董事作出調整的意向僅為了在有關
基金出現重大或經常性淨購回股份時，維護持續股東的持股價值而行使
此項酌情權。
(d)
在上述意向已載於招股說明書的前提下，某基金的資產可使用攤銷成本
估值法進行估值，按此方法，某基金的投資均按其購入成本估值，其後
則假設就任何折價或溢價進行攤銷，直至到期日（惟估值須按照央行的
5
要求進行）。如屬只投資於短期證券的基金（貨幣市場基金），只可就
符合下列準則的證券採用攤銷成本估值法﹕
•
到期日為發行日至最多 397 日（包括該日）﹔
•
剩餘期限最多達 397 日（包括該日）﹔
•
至少每 397 日因應貨幣市場情況而對收益率作出定期調整﹔及/或
•
其風險狀況（包括信貸及利率風險）與到期期限最多達 397 日（包
括該日）或須至少每 397 日作出收率調整的金融工具的風險狀況
對應。
該基金的加權平均到期期限不得超過 60 天。管理人將每周檢討貨幣市場
工具的市值與攤銷成本價值之間的差異。本公司應設有升級處理程序，
以確保﹕
•
將貨幣市場工具的市值與攤銷成本價值之間的重大差異報告投
資顧問處理﹔
•
將投資組合的市值與攤銷成本價值之間超過 0.1% 的差異報告董
事及投資顧問處理﹔
•
將投資組合的市值與攤銷成本價值之間超過 0.2% 的差異報告董
事及保管人處理﹔
•
投資組合的市值與攤銷成本價值之間超過 0.3% 的差異，必須每
日予以檢討。董事將通知央行表示將會採取減低該攤薄情況的措
施（如有）﹔及
•
每周檢討升級處理程序，並清楚記錄任何已進行的升級處理程
序。
董事將監察攤銷成本估值法的使用，以確保此方法繼續符合股東的最佳
利益，並為基金的投資提供公平估值。可能在某些期間，根據攤銷成本
估值法釐定工具的既定價值較基金出售工具時可能收到的價格為高或為
低，而攤銷成本估值法的準確度，可能受到利率變化及基金投資的發行
人的信貸狀況之影響。
6
就其他基金而言，貨幣市場工具可按攤銷基準進行估值，惟有關貨幣市
場工具的剩餘期限不得超過三個月，且對市場參數（包括信貸風險）没
有特定敏感性。
(e)
如果董事認為此處規定的估值方法不能為任何特定資產提供公平估值，
董事有權就該資產採取另一種替代估值法，而該替代估值法必須首先獲
得保管人的批准。
(f)
在計算資產的資產淨值時﹕(i)
本公司配發的每股股份應被視為已發行及資產應被視為不僅包
括保管人持有的相關現金及財產，亦包括將就所獲配發的股份收
到的任何現金金額或其他財產﹔
(ii)
倘投資已被同意購買或出售但有關購買或出售尚未完成，則應將
該等投資包括在內或摒除在外，以及總購買代價或淨出售代價應
被摒除在外或包括在內（視乎情況而定），猶如該等購買或出售
已正式完成﹔
(iii)
倘購回股份的通知已向保管人發出但有關註銷尚未完成，將予註
銷的股份將被視為尚未發行，而資產的價值應減去註銷時應支付
予股東的金額﹔
(iv)
除非本文另有具體規定，如任何一種貨幣款項需被兌換為另一種
貨幣，董事可採用其於有關時間釐定的匯率進行兌換﹔
(v)
應從資產中扣除應恰當支付的任何實際或估計負債，包括未償還
借款（如有），但不包括上文(ii)分段所計及的負債，以及任何估
計稅務負債及該等或然或預計開支金額（管理人經考慮招股說明
書及本公司《組織章程細則》的條文後認為屬公平合理者）﹔
(vi)
如已提供認購期權，則應從任何投資價值中扣除該期權的價值。
期權的價值乃參考在受監管市場上所報的最低可得市場交易賣
出價計算，或如無可得價格，則參考股票經紀或保管人所核准的
其他人士所核證的價格或董事經考慮當時情況下認為屬合理並
經保管人批准的該價格﹔
(vii)
應將任何應計但未收取的利息或股息款項，以及未攤銷開支款項
計入資產﹔
7
(viii)
應將就上一個會計期間並未作出宣派的任何可供分派款項（如
有） 加到資產﹔
(ix)
應從資產中扣除應恰當支付的任何其他負債總額（不論是實際金
額或董事估計的金額），包括借款的應計利息（如有）﹔
(x)
資產價值應按適用情況上調或下調至最接近的兩個小數位﹔
(xi)
倘出現特殊情況導致估值變得不合實際或不充分，本公司經保管
人同意後，可就特定資產謹慎地及本著誠信根據其他公認估值原
則（須經保管人批准），從而得出本公司資產的公平估值，直至
有關特殊情況終止﹔
(xii)
每股資產淨值須上調或下調（視適用情況而定）至最接近的四個
小數位或招股說明書另行規定者﹔
(g)
在不損害此處核准董事轉授職能的一般權力下，董事可將其任何有關計
算資產淨值的職能轉授予管理人或董事委員會或任何其他獲正式授權的
人士。在沒有故意不當行為或明顯錯誤的情況下，董事或任何董事委員
會或管理人或任何獲正式授權的人士在代表本公司計算資產淨值時所作
出的每一個決定均屬最終決定，並對本公司及現有、過去或將來的股東
具有約束力。」
10.
議決並茲修訂本公司《組織章程細則》，刪除細則第 15(h) 條，並加插下文取代﹕「(h)
本公司或某基金可投資於集體投資計劃，惟須受不時概述的規例及央行不時規定
的條件及限制之規限。除非招股說明書另有規定，本公司就某基金對其他集體投
資計劃單位作出的投資，合共不得超過該基金資產的 10%。倘獲央行批准，本公
司或某基金可投資於由同一管理公司或基於共同管理或控制或重大直接或間接
持股而與該管理公司有聯繫的任何其他公司管理的集體投資計劃（「相關計
劃」），但前提是，管理公司或該其他公司不得就本公司或該基金於相關計劃的
投資收取認購或贖回費用。」
11.
議決並茲修訂本公司《組織章程細則》，刪除細則第 16(b) 條的以下文字﹕
「於本公司財政年度結束後六個月內」
12.
議決並茲修訂本公司《組織章程細則》，刪除細則第 18(b) 條，並加插下文取代﹕ 「(b) 除非達到足夠法定人數出席，否則在任何股東大會上不得處理任何事務。兩位親
身或委派代表出席的股東，即構成股東大會的法定人數，惟倘若某基金或類別只
8
有一名股東，則法定人數為一名親身或委派代表出席會議的股東。根據細則第
19(m)條獲授權出席本公司任何大會的公司代表，就法定人數而言，應被視作一
名股東。」
13.
議決並茲修訂本公司《組織章程細則》，刪除細則第 31 條，並加插下文取代﹕「31.
通知
(a)
規定須送達或發送給股東的任何通知或其他文件，如以郵寄方式或放置
於股東在登記名冊上所示地址，或經股東同意以電子方式發送電子格式
（如屬聯名股東，則按股東名冊上排名首位的股東之資料作出），或 (除
發出本公司股東大會通知的情況外) 如通知或文件的全文刊登於愛爾蘭
一份全國報章或本公司不時決定的本公司股份推銷所在任何國家的任何
其他流通刊物，或刊登廣告說明可以獲得該等通告或文件的副本之地
點，則該等通知或其他文件視作已正式發出。
(b)
如以郵寄方式或放置於股東的登記地址的任何通知或文件，或經股東同
意以電子方式發送電子格式的任何通知或文件，即使該股東當時已身故
或破產，且不論本公司是否知悉其身故或破產，該等通知或文件應被視
作已正式送達或發送。當有關股份涉及的所有權益人士（不論與該股東
共同或聲稱透過該股東或受該股東委託而擁有權益）收到該等通知或文
件時，即被視作充分送達。該等通知將被視作已獲股東於郵寄或以電子
方式發送時間後 24 小時收到。
(c)
如以郵寄方式或放置於股東在股東名冊所示登記地址或由本公司根據其
指示寄發的任何證書或通知或其他文件，或經股東同意以電子方式發送
電子表格的任何證書或通知或其他文件，有關寄發、放置或寄送的風險
概由股東承擔，且在將證書或通知或其他文件放入封套內郵寄或以電子
方式發送證書、通知或其他文件的電子格式後滿二十四小時，即視作已
有效發出、送達或交付。就送達證明而言，須充分證明該封套已填妥地
址、已付恰當郵資及妥為郵寄，或如以電子方式傳送電子格式，須充分
證明已發送至恰當電郵地址。
(d)
本公司可絕對酌情決定設立一個計劃，讓股東可使用電子方式委派代理
人在本公司股東大會投票（「電子代理人計劃」）。根據 2000 年電子商
業法或或任何其他適用的法律或規例，任何電子代理人計劃應規定委派
代理人的股東填妥指定的電子代理人表格，而該表格應由股東以電子簽
名簽署或使用另一種電子認證方式或密碼填妥。」
9
JANUS CAPITAL FUNDS PLC (the “Company”)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Annual General Meeting of the Company will be held at the offices
of Citibank Europe plc, 1 North Wall Quay, Dublin 1, Ireland on 30 June 2014 at 2p.m. (Dublin time)
for the following purposes:
ORDINARY BUSINESS
1.
To receive and consider the reports of the directors and of the auditors and the accounts for
the year ended 31 December 2013;
2.
To authorise the directors to set the remuneration of the auditors for the year ended 31
December 2014;
3.
To approve the directors’ remuneration for the year ended 31 December 2013;
SPECIAL BUSINESS
4.
To consider and, if thought fit, pass the following as special resolutions of the shareholders of
the Company:
4.1
RESOLVED that the articles of association of the Company be and are hereby
amended by the deletion of the definition of “Act” or “Companies Acts 1963 to
2009” in Article 1(a) and the insertion of the following definition in its place:““Act” or “Companies Acts 1963 to 2013” means the Companies Acts 1963 to 2005
and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions
Act 2006, the Companies (Amendment) Act 2009, the Companies (Miscellaneous
Provisions) Act 2009, the Companies (Amendment) Act 2012 and the Companies
(Miscellaneous Provisions) Act 2013, all enactments which are to be read as one
with, or construed or read together as one with, the Companies Acts and every
statutory modification and re-enactment thereof for the time being in force.”
5.
4.2
RESOLVED that the memorandum and articles of association of the Company be
and are hereby amended by the deletion of all references to the “Companies Acts
1963 to 2009” and their replacement by references to the “Companies Acts 1963 to
2013”.
4.3
RESOLVED that the memorandum and articles of association of the Company be
and are hereby amended by the deletion of all references to the “European
Communities (Undertakings for Collective Investment in Transferable Securities)
Regulations 2011” and their replacement by references to the “European
Communities (Undertakings for Collective Investment in Transferable Securities)
Regulations 2011 (as amended)”.
4.4
RESOLVED that the memorandum of association of the Company be and are hereby
amended by the replacement of the reference to “Regulation 45 of the Regulations”
with “Regulation 68 of the Regulations” in Clause 2.
To consider and, if thought fit, pass the following as special resolutions of the shareholders to
enable the implementation of a dilution adjustment mechanism in certain circumstances:5.1
RESOLVED that the articles of association of the Company be and they are hereby
amended by the insertion of the following definition of dilution adjustment in Article
1(a):-
““Dilution Adjustment” means an adjustment made to the Net Asset Value per share
of a fund which adjustment is made for the purpose of reducing the effects of costs of
dealing in underlying investments of that fund, including any dealing spreads,
commissions and transfer taxes, on Members’ interests in a fund.”
5.2
RESOLVED that the articles of association of the Company be and are hereby
amended by the insertion of the following as a new Article 12(b) and the
consequential re-numbering of the subsequent paragraphs of Article 12:“(b)
6.
6.1
Where the Directors determine to do so in the circumstances described more
particularly in the Prospectus they may apply a Dilution Adjustment. The
charging of a Dilution Adjustment may either reduce the repurchase price or
increase the subscription price of the shares in a fund. Where a Dilution
Adjustment is made, it will increase the Net Asset Value per share where the
fund receives net subscriptions and reduce the Net Asset Value per share
where the fund receives net redemptions. The Dilution Adjustment for each
fund will be calculated by reference to the estimated costs of dealing in the
underlying investments of that fund, including any dealing spreads,
commissions and transfer taxes. The price of each class of share in a fund
will be calculated separately but any Dilution Adjustment will affect the price
of shares of each class in a fund in an identical manner. The amount of any
Dilution Adjustment will be reviewed from time to time by the Company.”
RESOLVED that the articles of association of the Company be and are hereby
amended by the deletion of the definition of “Regulated Markets” in Article 1(a) and
the insertion of the following definition in its place:““Regulated Market” means any stock exchange or regulated market which meets the
criteria listed in Article 15 hereof.”
6.2
RESOLVED that the articles of association of the Company be and are hereby
amended by the deletion of Article 15(c) and the insertion of the following in its
place:“(c)
Subject to authorisation by the Central Bank and to the conditions and
limitations outlined in the Regulations, the Company may invest up to 100
per cent. of the assets of any fund in transferable securities and money
market instruments issued by or guaranteed by a member state of the
European Union or issued by or guaranteed by the local authorities of any
such member state, or issued or guaranteed by non-member States or public
international body of which one or more member states are members or
issued or guaranteed by the government of the U.S., Switzerland, Norway,
Canada, Japan, Australia and New Zealand or issued or guaranteed by any
one or more of the following: OECD governments (provided the relevant
issues are of investment grade), Government of Brazil (provided the issues
are of investment grade), Government of India (provided the issues are of
investment grade), Government of Singapore, European Investment Bank,
European Bank for Reconstruction and Development, International Finance
Corporation, International Monetary Fund, Euratom, The Asian
Development Bank, European Central Bank, Council of Europe, Eurofima,
African Development Bank, International Bank for Reconstruction and
Development (The World Bank), The Inter American Development Bank,
European Union, Federal National Mortgage Association (Fannie Mae),
Federal Home Loan Mortgage Corporation (Freddie Mac), Government
National Mortgage Association (Ginnie Mae), Student Loan Marketing
Association (Sallie Mae), Federal Home Loan Bank, Federal Farm Credit
2
Bank, Straight A Funding LLC, the Tennessee Valley Authority and ExportImport Bank.”
6.3
RESOLVED that the articles of association of the Company be and are hereby
amended by the deletion of Article 15(d) and the insertion of the following in its
place:“(d)
7.
RESOLVED that the articles of association of the Company be and are hereby amended by
the deletion of Article 10(j) and the insertion of the following in its place:“(j)
8.
With the exception of permitted investments in unlisted securities or in units
of open-ended collective investment schemes, the Company and its funds
will only invest in those securities and derivative instruments listed or
traded on a stock exchange or market (including derivative markets) which
meets with the regulatory criteria (regulated, operate regularly, be
recognised and open to the public) and which is listed in the Prospectus.”
In the event that the Company is required by any applicable laws, regulations,
direction or guidance, or by any agreement with any tax or fiscal authority to deduct,
withhold or account for tax on shares held by a Member (whether upon a repurchase
of shares, a transfer of shares or otherwise) or upon the payment of a distribution to a
Member (whether in cash or otherwise), or in any other circumstances in which a tax
liability arises in connection with a Member’s holding of shares, the Directors shall,
acting in good faith and on reasonable grounds, be entitled to arrange for the
repurchase and cancellation of such number of the shares of such Member as are
sufficient after the deduction of any repurchase charges to discharge any such tax
liability and the Directors may decline to register a transferee as a Member until such
time as they receive from the transferee such declarations as to residency or status as
they may require. The Custodian shall ensure that the repurchase proceeds are held
for the purposes of discharging any applicable tax liability as aforesaid.”
RESOLVED that the articles of association of the Company be and are hereby amended by
the deletion of the current Article 12(b) and the insertion of the following in its place:“(c)
The Company at any time may, but shall not be obliged to, temporarily suspend the
determination of the Net Asset Value of the shares in any fund and the sale and
repurchase of such shares, in the following instances:(i)
any period (other than ordinary holiday or customary weekend closings) when
any market is closed which is the main market for a significant part of the
fund’s investments, or when trading thereon is restricted or suspended;
(ii)
any period during which disposal of investments which constitute a
substantial portion of the assets of the fund is not practically feasible;
(iii)
any period when for any reason the prices of any investments of the fund
cannot be reasonably, promptly or accurately ascertained by the Company;
(iv)
any period when remittance of monies which will, or may, be involved in the
realisation of, or in the payment for, investments of the fund cannot, in the
opinion of the Directors, be carried out at normal rates of exchange;
(v)
any period when proceeds of the sale or repurchase of the Shares cannot be
transmitted to or from the fund’s account;
3
9.
(vi)
any period when the Company is considering the merger in relation to the
Company, a fund or share class where in the opinion of the Directors such
suspension is justified having regard to the interests of the Members;
(vii)
upon the occurrence of an event causing it or any fund to enter into
liquidation;
(viii)
any other period where in the opinion of the Directors circumstances require
such a suspension and it is justified having regard to the interests of the
Members.”
RESOLVED that the articles of association of the Company be and are hereby amended by
the deletion of Article 13 and the insertion of the following in its place:“13.
VALUATION OF ASSETS
(a)
The Net Asset Value of the Company shall be calculated in accordance with
the provisions of this Article.
(b)
The Net Asset Value per share of each fund shall be valued on each Dealing
Day at the time specified in the Prospectus. Any liabilities of the Company
which are not attributable to any fund shall be allocated pro rata amongst all
of the funds.
(i)
Assets listed or traded on a Regulated Market or over-the counter
markets (other than those referred to at (v) and (vi) below) for which
market quotations are readily available shall be valued at the last
quoted trade price, if unavailable or, in the opinion of the Company
unrepresentative of fair market value, the latest middle market
quotation (i.e. the mid price between the latest bid and offer prices)
on the principal exchange in the market for such investment provided
that the value of the investment listed on a Regulated Market but
acquired or traded at a premium or at a discount outside or off the
relevant stock exchange or on an over-the-counter market may be
valued taking into account the level of premium or discount as at the
date of valuation of the investment. The Custodian must ensure the
adoption of such a procedure is justifiable in the context of
establishing the probable realisation value of the security.
If for specific assets the latest available prices do not, in the opinion
of the Company, reflect their fair value, or if the price is
unrepresentative or unavailable, the value shall be estimated with
care and in good faith by the a competent person appointed by the
Directors or its duly appointed delegate and approved for that
purpose by the Custodian on the basis of the probable realisation
value for such assets.
(ii)
If the assets are listed or traded on several Regulated Markets, the
last quoted trade price or latest middle market quotation on the
Regulated Market which, in the opinion of the Company constitutes
the main market for such assets, will be used.
(iii)
in the event that any of the investments on the relevant Dealing Day
is not listed or traded on any Regulated Market, such security shall be
valued at the probable realisation value determined with care and in
good faith by a competent person appointed by the Directors or its
4
duly appointed delegate and approved by the Custodian for such
purpose. Due to the nature of such unquoted securities and the
difficulty in obtaining a valuation from other sources, such competent
professional may be related to the Investment Adviser.
(iv)
cash and other liquid assets will be valued at their face value with
interest accrued, where applicable.
(v)
units or shares in collective investment schemes will be valued at the
latest available net asset value or, if listed or traded on a Regulated
Market, at the latest quoted trade price or, a mid-quotation (or, if
unavailable, a bid quotation) or, if unavailable or unrepresentative,
the latest available net asset value as deemed relevant to the
collective investment scheme.
(vi)
exchange traded derivative instruments will be valued at the
settlement price for such instruments on such market. Over-thecounter derivative instruments shall be valued daily using either the
counterparty valuation or an alternative valuation, such as a valuation
calculated by the Company or by an independent pricing vendor
appointed by the Directors or its duly appointed delegate and
approved for that purpose by the Custodian. Where the counterparty
valuation is used, the valuation must be approved or verified by an
independent party who is approved for the purpose by the Custodian
at least weekly. Where an alternative valuation is used, such
valuation shall be reconciled on a monthly basis to the valuation
provided by the counterparty to such instrument. Forward foreign
exchange contracts shall be valued by reference to the price at which
a new forward contract of the same size and maturity could be
undertaken.
(vii)
any value expressed otherwise than in US Dollars (whether of an
investment or cash) and any non-US Dollar borrowing shall be
converted into US Dollars at the rate (whether official or otherwise)
which the Company deems appropriate in the circumstances.
In the event of it being impossible or incorrect to carry out a valuation of a
specific investment in accordance with the valuation rules set out in
paragraphs (i) to (vii) above, or if such valuation is not representative of a
security fair market value, the Company is entitled to use other generally
recognised valuation principles in order to reach a proper valuation of that
specific instrument, provided that such method of valuation has been
approved by the Custodian.
(c)
The Directors, with the approval of the Custodian, may adjust the Net Asset
Value per share when calculating realisation prices for any fund, to reflect the
value of such fund’s investments assuming they were valued using the
highest market bid price on the relevant market at the relevant time. The
Directors’ intention is only to exercise this discretion to preserve the value of
the holdings of continuing Members in the event of substantial or recurring
net repurchases of shares in the relevant fund.
(d)
Provided that the intention to do so has been set out in the Prospectus, the
assets of a fund may be valued using the amortised cost method of valuation
whereby the Investments of a fund are valued at their costs of acquisition and
thereafter assuming an amortisation to maturity of any discount or premium
5
provided the valuation is in accordance with the requirements of the Central
Bank. In the case of funds which invest solely in short term securities
(money market funds), the amortised cost method of valuation shall be
applied only in respect of securities which meet the following criteria:
•
have a maturity at issuance of up to and including 397 days;
•
have a residual maturity of up to and including 397 days;
•
undergo regular yield adjustments in line with the money market
conditions at least every 397 days; and/or
•
the risk profile, including credit and interest rate risks, corresponds to
that of financial instruments which have a maturity of up to and
including 397 days or are subject to a yield adjustment at least every
397 days.
The weighted average maturity of the fund must not exceed 60 days. The
Administrator will carry out a weekly review of discrepancies between the
market value and the amortised cost value of the money market instruments.
Escalation procedures should be put in place by the Company to ensure that:
•
material discrepancies between the market value and the amortised
cost value of a money market instrument are brought to the attention
of the Investment Adviser;
•
discrepancies in excess of 0.1% between the market value and the
amortised cost value of the portfolio will be brought to the attention
of the Directors and the Investment Adviser;
•
discrepancies in excess of 0.2% between the market value and the
amortised cost value of the portfolio will be brought to the attention
of the Directors and the Custodian;
•
if discrepancies in excess of 0.3% between the market value and the
amortised cost value of the portfolio occur a daily review must take
place. The Directors will notify the Central Bank with an indication
of the action, if any, which will be taken to reduce such dilution; and
•
weekly reviews and any engagement of escalation procedures are
clearly documented.
The Directors will monitor the use of the amortised cost method of valuation
in order to ensure that this method continues to be in the best interests of the
Members and to provide a fair valuation of the Investments of the fund.
There may be periods during which the stated value of an instrument
determined under the amortised cost method of valuation is higher or lower
than the price which the fund would receive if the instrument were sold, and
the accuracy of the amortised cost method of valuation can be affected by
changes in interest rates and the credit standing of issuers of the fund’s
investments.
In the case of other funds, money market instruments may be valued on
amortised basis provided that the money market instruments have a residual
maturity not exceeding three months and have no specific sensitivity to
market parameters, including credit risk.
6
(e)
The Directors shall be entitled to adopt an alternative method of valuing any
particular asset if they consider that the method of valuation herein set out
does not provide a fair valuation of that asset and that such alternative
method of valuation shall first have been approved by the Custodian.
(f)
In calculating the Net Asset Value of the assets:(i)
every share allotted by the Company shall be deemed to be in issue
and the assets shall be deemed to include not only the relevant cash
and property in the hands of the Custodian but also the amount of any
cash or other property to be received in respect of shares allotted;
(ii)
where Investments have been agreed to be purchased or sold but such
purchase or sale has not been completed such Investments shall be
included or excluded and the gross purchase or net sale consideration
excluded or included as the case may require as if such purchase or
sale had been duly completed;
(iii)
where notice of a repurchase of shares has been given to the
Custodian but such cancellation has not been completed the Shares to
be cancelled shall be deemed not to be in issue and the value of the
assets shall be reduced by the amount payable to a Member upon
such cancellation;
(iv)
where any amount in one currency is required to be converted into
another currency the Directors may effect such conversion using such
rates as the Directors shall determine at the relevant time except
where otherwise specifically provided herein;
(v)
there shall be deducted from the assets the total amount of any actual
or estimated liabilities properly payable including outstanding
borrowings (if any) but excluding liabilities taken into account under
sub-paragraph (ii) above and any estimated liability for tax on and
such amount in respect of contingent or projected expenses as the
Administrator considers fair and reasonable having regard to the
provisions of the Prospectus and the Articles of Association of the
Company;
(vi)
there shall be deducted from the value of any Investment in respect of
which a call option has been written the value of such option
calculated by reference to the lowest available market dealing offered
price quoted on a regulated market or if no such price is available a
price certified by a stockbroker or other person approved by the
Custodian or such price as the Directors consider in the
circumstances to be reasonable and which is approved by the
Custodian;
(vii)
there shall be added to the assets a sum representing any interest or
dividends accrued but not received and a sum representing
unamortised expenses;
(viii)
there shall be added to the assets the amount (if any) available for
distribution in respect of the last preceding Accounting Period but in
respect of which no distribution has been declared;
7
(g)
10.
there shall be deducted from the assets the total amount (whether
actual or estimated by the Directors) of any other liabilities properly
payable including accrued interest on borrowings (if any);
(x)
the value of assets shall be rounded upwards or downwards as
appropriate to the nearest two decimal places;
(xi)
in the event that extraordinary circumstances render such a valuation
impracticable or inadequate, the Company may with the consent of
the Custodian, prudently, and in good faith, follow, until the
termination of such circumstances, other generally recognised
valuation principles approved by the Custodian in relation to specific
assets in order to achieve a fair valuation of the assets of the
Company;
(xii)
the Net Asset Value per share shall be rounded upwards or
downwards as appropriate to the nearest four decimal places or as
otherwise provided in the Prospectus;
Without prejudice to their general powers to delegate their functions herein
certified, the Directors may delegate any of their functions in relation to the
calculation of Net Asset Value to the Administrator, to a committee of the
Directors or to any other duly authorised person. In the absence of wilful
misconduct or manifest error, every decision taken by the Directors or any
committee of the Directors or by the Administrator or any duly authorised
person on behalf of the Company in calculating the Net Asset Value shall be
final and binding on the Company and on present, past or future Members.”
RESOLVED that the articles of association of the Company be and are hereby amended by
the deletion of Article 15(h) and the insertion of the following in its place:“(h)
11.
(ix)
The Company or a fund may invest in collective investment schemes subject to the
conditions and limitations outlined in the Regulations and laid down by the Central
Bank from time to time. Investments made by the Company with respect to a fund in
units of other collective investment schemes may not exceed, in aggregate, 10 per
cent. of the assets of that fund unless otherwise stated in the Prospectus. Subject to
authorisation by the Central Bank, the Company or a fund may invest in a collective
investment scheme (“underlying scheme”) managed by the same management
company or any other company with which the management company is linked by
common management or control or by a substantial direct or indirect holding,
provided that the management company or such other company may not charge
subscription or redemption fees on account of the investment of the Company or such
fund in the underlying scheme.”
RESOLVED that the articles of association be and are hereby amended by the deletion of the
following text of Article 16(b):
“within six months of the end of the financial year of the Company”
12.
RESOLVED that the articles of association of the Company be and are hereby amended by
the deletion of Article 18(b) and the insertion of the following in its place:“(b)
No business shall be transacted at any general meeting unless a quorum is present.
Two Members present either in person or by proxy shall be a quorum for a general
meeting, provided that, in the event that there is only one Member in a fund or class,
the quorum shall be one Member present in person or by proxy at the meeting. A
8
representative of a corporation authorised pursuant to Article 19(m) to be present at
any meeting of the Company shall be deemed to be a Member for the purpose of a
quorum.”
13.
RESOLVED that the articles of association of the Company be and are hereby amended by
the deletion of Article 31 and the insertion of the following in its place:“31.
NOTICES
(a)
Any notice or other document required to be served upon or sent to a Member
shall be deemed to have been duly given if sent by post or left at his address
as appearing on the Register or, with the consent of a Member, sent in
electronic form by electronic means and in the case of joint Members if so
done upon or to the first named on the Register or (save in the case of a
notice of a general meeting of the Company) if either the full text of the
notice or documents is published in a national daily newspaper in Ireland or
such other publication as the Company may from time to time decide
circulating in any country where the shares of the Company are marketed, or
an advertisement is so published stating where copies of such notices or
documents may be obtained.
(b)
Any notice or document sent by post to or left at the registered address of a
Member or, with the consent of a Member, sent to the Member in electronic
form by electronic means, shall notwithstanding that such Member be then
dead or bankrupt and whether or not the Company has notice of his death or
bankruptcy be deemed to have been duly served or sent and such service shall
be deemed a sufficient service on receipt by all persons interested (whether
jointly with or as claiming through or under him) in the shares concerned and
such notice shall be deemed to have been received by the Member twentyfour hours after the time of posting or sending by electronic means.
(c)
Any certificate or notice or other document which is sent by post or left at the
registered address of the Member named therein or dispatched by the
Company in accordance with his instructions or, with the consent of a
Member, sent to the Member in electronic form by electronic means, shall be
so sent, left or dispatched at the risk of such Member and the giving, service
or delivery thereof shall be deemed to have been effected at the expiration of
twenty-four hours, after the cover containing it was posted or the certificate,
notice or other document was sent in electronic form by electronic means. In
proving service of delivery it shall be sufficient to prove that such cover was
properly addressed, stamped and posted or where sent in electronic form by
electronic means it was properly addressed.
(d)
The Company may in its sole discretion establish a scheme whereby
electronic means may be used by Members to appoint a proxy for the
purposes of voting at general meetings of the Company (the “Electronic
Proxy Scheme”). Any Electronic Proxy Scheme shall require a Member
appointing a proxy to complete a specified electronic form of proxy which
shall be either signed by the Member using an electronic signature or
completed using another form of electronic authentication or password in
accordance with the requirements of the Electronic Commerce Act, 2000 or
any other applicable law or regulation.”
9
1 North Wall Quay
Dublin 1
Ireland
________________________________________________________________
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JANUS CAPITAL FUNDS PLC
1 North Wall Quay
Dublin 1
Ireland
________________________________________________________________
Date: 30 May 2014
This document is important and requires your immediate attention. If you are in any doubt as
to the action you should take you should seek advice from your investment consultant or other
professional adviser.
If you have sold or transferred all of your Shares in Janus Capital Funds plc (the “Company”)
and any of its sub-funds, please pass this document at once to the purchaser or transferee or to
the stockbroker, bank or other agent through whom the sale or transfer was effected for
transmission to the purchaser or transferee as soon as possible.
Unless otherwise defined herein, all capitalised terms used herein shall bear the same meaning
as capitalised terms used in the latest prospectus of the Company (the “Prospectus”). A copy of
the Prospectus is available upon request during normal business hours from the Administrator.
Please note that the Central Bank of Ireland (the “Central Bank”) has not reviewed this letter.
Dear Shareholder,
RE:
Approval of Proposed Amendments to the Memorandum and Articles of Association
1.
INTRODUCTION
The Company is authorised by the Central Bank as an open-ended investment company with variable
capital incorporated under the laws of Ireland as a public limited company pursuant to the Companies
Acts, 1963 to 2013 (the “Companies Acts”) and the European Communities (Undertakings for
Collective Investment in Transferable Securities) Regulations, 2011 (as amended) (the “UCITS
Regulations”). The Company is organised as an umbrella fund with segregated liability between subfunds (each a “Fund”).
The purpose of this letter is to explain, and seek your approval of, certain proposed amendments to the
Company’s Memorandum and Articles of Association at the forthcoming annual general meeting of
the Company (the “AGM”).
2.
AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
The principal changes to be made are as follows:
2.1
Dilution adjustment
It is proposed that the Articles of Association be amended to provide the Company
with the flexibility to impose a dilution adjustment mechanism in certain
circumstances, should it wish to do so. For instance, the Company may wish to
impose a dilution adjustment on a day where there are large subscriptions or
redemptions into or out of a Fund. In such circumstances, absent a dilution
adjustment, the price at which the subscriptions or redemptions are effected would
not reflect the costs of dealing in the underlying investments of the Fund in
accommodating such large cash inflows or outflows, including dealing spreads,
commissions and transfer taxes. Such costs could have a materially disadvantageous
____________________________________________________________________________________________________
Directors: Mr. Augustus Cheh (US); Mr. Dennis Mullen (US); Mr. Carl O’Sullivan;
Mr. Peter Sandys; Mr. Hans Vogel (Germany)
An umbrella fund with segregated liability between sub-funds
Registered No. 296610; Registered Address: as above
JA032/001/AC#12382315.9
effect on the interests of existing Shareholders in the Fund. To prevent such dilution
of the interests of existing Shareholders, a dilution adjustment may be applied to the
Net Asset Value per Share, by increasing or decreasing the Net Asset Value per Share
in case of large inflows into or outflows out of the Fund. The proposed change would
allow the Directors, at their discretion, to adjust the Net Asset Value per Share of a
Fund, for the purpose of reducing the effects of transaction charges and dealing
spreads on Shareholders’ interest in a Fund. The practice of making such adjustments
is commonly referred to as “swing pricing”, and it is intended to allocate the
transaction charges and/or dealing spreads to the Shareholders whose subscriptions or
repurchases are causing the Fund to purchase or sell investments. Where a dilution
adjustment is made, it will increase the Net Asset Value per Share for a Fund where
the Fund receives net subscriptions and reduce the Net Asset Value per Share for a
Fund where the Fund receives net redemptions.
The Directors propose that this amendment be made in order to provide the Company
with additional flexibility. If this amendment is approved, and the Company
determines to implement dilution adjustments, then before doing so for any Fund the
Company will first update the Prospectus. The Custodian and affected Shareholders
will also be notified prior to the implementation of a dilution adjustment.
2.2
Regulated markets
A “Regulated Market” is currently defined in the Articles of Association as any stock
exchange or regulated market which meets the criteria listed in Article 15 of the
Articles of Association. It is proposed to simplify this definition by providing that a
“Regulated Market” is any stock exchange or regulated market which meets the
Central Bank’s regulatory criteria (i.e., regulated, operating regularly, recognised and
open to the public) listed in Article 15 of the Articles of Association.
2.3
List of governments, local authorities or bodies
It is proposed to update the list of governments, local authorities or bodies in which,
subject to authorisation by the Central Bank and to the conditions and limitations
outlined in the UCITS Regulations, the Company may invest 100% of the assets of
any Fund to reflect updates to the UCITS investment restrictions template issued by
the Central Bank. This list is contained in the amendments set out in Schedule A
attached to this letter.
2.4
Investment objectives
It is also proposed that the Articles of Association be amended to clarify that the
statement in Article 15(d) of the Articles of Association that the Company will only
invest in securities and derivative instruments which are listed or traded on a stock
exchange or market (including derivative markets) which meets with the Central
Bank’s regulatory criteria and which is listed in the Prospectus does not apply to
permitted investments in units of open-ended collective investment schemes.
2.5
Repurchase and cancellation of Shares in satisfaction of a taxation liability
It is proposed that the Articles of Association be amended to clarify the Company’s
general authority to arrange for the repurchase and cancellation of Shares in
satisfaction of a taxation liability includes any circumstances in which a taxation
liability arises in connection with a Shareholder’s holding of Shares. This amendment
shall provide the Company with the flexibility to accommodate taxation changes that
have an impact on the Company.
2.6
Amendments to temporary suspension provisions
It is proposed that the Company be provided with additional flexibility by amending
the Articles of Association to provide that the Company may suspend temporarily the
determination of the Net Asset Value of the Company and the sale or repurchase of
Shares upon the occurrence of an event causing the Company or a Fund to enter into
liquidation. It is also proposed to amend the Articles of Association to provide that
the Company may suspend temporarily the determination of the Net Asset Value of
the Company and the sale or repurchase of Shares during any period when for any
reason the prices of any investments of the fund cannot be reasonably, promptly or
accurately ascertained by the Company, rather than by the Administrator.
2.7
Amendments to valuation provisions
It is proposed to generally update Article 13(b) of the Articles of Association to give
the Company more flexibility in the valuation of assets of the Funds and to broaden
the range of entities which the Company may, with the approval of the Custodian,
appoint as a competent person to value certain securities. Firstly, it is proposed that
all references to the valuation of assets by reference to “the close of the regular
trading session of the New York Stock Exchange on the relevant Dealing Day” be
removed to give the Company more flexibility to accommodate different valuations
points for the Funds. It is proposed that the Net Asset Value per Share of each fund
shall be valued on each Dealing Day at the time specified in the Prospectus. It is also
proposed to update Article 13(d) in relation to the valuation provisions for money
market funds to reflect the current requirements of the Central Bank (as detailed in
the amendments set out in Schedule A attached to this letter).
2.8
Investments in units of other collective investment schemes
It is proposed to amend the Articles of Association to provide that investments made
by a Fund in units of other collective investment schemes may not exceed, in
aggregate, 10% the assets of that Fund unless otherwise stated in the Prospectus.
This proposed change is intended to ensure that the Funds generally qualify as assets
which are eligible for investment by other UCITS pursuant to the UCITS Regulations
as, under Article 50(1)(e)(iv) of the UCITS IV Directive (Directive 2009/65/EC),
UCITS may only invest in shares of another collective investment scheme where no
more than 10% of the assets of such other collective investment scheme can,
according to their fund rules or instruments of incorporation, be invested in aggregate
in shares of other collective investment schemes.
2.9
Deletion of the provisions in relation to the holding of the AGM within six
months of the financial year end
It is proposed that the Articles of Association be amended to remove the requirement
that each annual general meeting be held within six months of the financial year end.
However, in accordance with Section 131(1) of the Companies Act, 1963 and as
noted in Article 16(b) of the Articles of Association, no more than 15 months may
elapse between each annual general meeting of the Company. The Directors propose
that this amendment be made in order provide more flexibility for the convening of
annual general meetings.
2.10
Amendment to quorum requirements
It is proposed that the Articles of Association be amended to clarify that, in the event
that there is only one Shareholder in a Fund or class, the quorum at general meetings
of that Fund or class shall be one Shareholder present in person or by proxy at the
meeting.
2.11
Ability to distribute Shareholder communications electronically and provision
for electronic proxy scheme
It is proposed to amend the Company’s Articles of Association to provide the
Company with the flexibility to distribute in electronic form by electronic means any
notice, other document or certificate required to be sent to a Shareholder, provided
that the Shareholder to whom such notices or other documents are sent has consented
to the provision of such notices or documents in electronic form by electronic means.
It is proposed to provide the Company with the flexibility to introduce a scheme
whereby electronic means may be used by Shareholders to appoint a proxy for the
purposes of voting at general meetings. The introduction of such a scheme will
remain at the discretion of the Company.
2.12
Other general changes
It is also proposed that the Memorandum and Articles of Association be amended to
update legislative citations of the Companies Acts and the UCITS Regulations.
3.
NOTICE OF MEETING TO CONSIDER AND VOTE ON THE CHANGES TO THE
MEMORANDUM AND ARTICLES OF ASSOCIATION
You will find attached a notice of the AGM which will be held at the offices of Citibank
Europe plc, 1 North Wall Quay, Dublin 1, Ireland on 30 June 2014 at 2 p.m. (Dublin time).
At the AGM, Shareholders will be asked to consider the items of ordinary business set out in
the notice of AGM. In addition, Shareholders will be asked to consider, as items of special
business, the special resolutions approving the proposed amendments to the Memorandum
and Articles of Association.
The changes to the Memorandum and Articles of Association require the approval of
Shareholders by way of Special Resolution. This means that at least 75% of the Shareholders
present and voting in person or by proxy at the AGM must vote in favour of each of the
resolutions. A copy of the special resolutions to be adopted can be found in the notice of
AGM.
The precise terms of the proposed principal amendments to the Memorandum and Articles of
Association are set out in Schedule A attached to this letterand will be available for inspection
at the offices of Citibank Europe plc, 1 North Wall Quay, Dublin 1, Ireland and the Hong
Kong Representative at the address below from the date of dispatch of this letter until the
close of business on the Business Day in Ireland before the AGM. This information will also
be available for inspection at the place of the AGM for at least 15 minutes prior to and during
the meeting.
Subject to Shareholder approval at the AGM, the changes to the Memorandum and Articles of
Association will take effect on the date of the meeting.
Confirmation that the changes have taken effect will be made via an announcement which
will be available on JCIL’s website at www.janusinternational.com and will also be released
to the Irish Stock Exchange at www.ise.ie.
4.
PROXY FORMS
The form of proxy accompanying the notice of AGM enclosed with this letter should be
completed and returned in accordance with the instructions thereon so as to be received by the
Citibank Europe plc as soon as possible and in any event, not later than 48 hours before the
time fixed for the holding of the AGM. Completion and return of a form of proxy will not
preclude a Shareholder from attending and voting in person at the AGM.
5.
REDEMPTION OF SHARES
Shareholders who do not wish to remain invested in the Company following the
implementation of the changes to the Memorandum and Articles of Association (if the
relevant resolutions are passed) can redeem their Shares on any Business Day prior to the date
of the AGM by following the usual redemption procedures and terms as set out in the
Prospectus.
Should you have any questions relating to these matters, you should either contact us at the above
address or alternatively you should contact your investment consultant. Hong Kong shareholders may
also contact the Company’s Hong Kong Representative, Janus Capital Asia Limited at 2507-11,
ICBC Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong, telephone number (852) 3121
7000.
The Directors of the Company consider that the proposed changes to the Memorandum and Articles
of Association are beneficial to Shareholders as a whole and recommend that you vote in favour of the
proposals.
Yours sincerely,
For and on behalf of
Janus Capital Funds plc
SCHEDULE A
PRINCIPAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION
1.
Dilution adjustment
New definition of “Dilution Adjustment” in Article 1(a):
“Dilution Adjustment” means an adjustment made to the Net Asset Value per share of a fund
which adjustment is made for the purpose of reducing the effects of costs of dealing in the
underlying investments of that fund, including any dealing spreads, commissions and transfer
taxes, on Members’ interests in a fund.
Insertion of new Article 12(b):
(b)
2.
Where the Directors determine to do so in the circumstances described more
particularly in the Prospectus they may apply a Dilution Adjustment. The charging of
a Dilution Adjustment may either reduce the repurchase price or increase the
subscription price of the shares in a fund. Where a Dilution Adjustment is made, it
will increase the Net Asset Value per share where the fund receives net subscriptions
and reduce the Net Asset Value per share where the fund receives net redemptions.
The Dilution Adjustment for each fund will be calculated by reference to the
estimated costs of dealing in the underlying investments of that fund, including any
dealing spreads, commissions and transfer taxes. The price of each class of share in a
fund will be calculated separately but any Dilution Adjustment will affect the price of
shares of each class in a fund in an identical manner. The amount of any Dilution
Adjustment will be reviewed from time to time by the Company.
Regulated markets
Amendment of definition of “Regulated Market” in Article 1(a):
“Regulated Market” means any stock exchange or regulated market in the European Union or
a stock exchange or regulated market which is provided forwhich meets the criteria listed in
Article 15 hereof.
3.
List of governments, local authorities or bodies
Amendments to Article 15(c):
(c)
Subject to authorisation by the Central Bank and to the conditions and limitations
outlined in the Regulations, the Company may invest up to 100 per cent. of the assets
of any fund in transferable securities and money market instruments issued by or
guaranteed by the European Union or by a member state of the European Union or
issued by or guaranteed by the government or local authorities of any such member
state, or issued or guaranteed by non-member States or public international body of
which one or more member states are members or issued or guaranteed by the
government of the U.S., Switzerland, Norway, Canada, Japan, Australia and New
Zealand or issued or guaranteed by any one or more of the following: OECD
governments or by the World Bank, the(provided the relevant issues are of investment
grade), Government of Brazil (provided the issues are of investment grade),
Government of India (provided the issues are of investment grade), Government of
Singapore, European Investment Bank, European Central Bank, Euratom, the InterAmerican Development Bank, the Asian Development Bank, the International Bank
for Reconstruction and Development and the European Bank for Reconstruction and
Development, International Finance Corporation, International Monetary Fund,
Euratom, The Asian Development Bank, European Central Bank, Council of Europe,
Eurofima, African Development Bank, International Bank for Reconstruction and
Development (The World Bank), The Inter American Development Bank, European
Union, Federal National Mortgage Association (Fannie Mae), Federal Home Loan
Mortgage Corporation (Freddie Mac), Government National Mortgage Association
(Ginnie Mae), Student Loan Marketing Association (Sallie Mae), Federal Home Loan
Bank, Federal Farm Credit Bank, Straight A Funding LLC, the Tennessee Valley
Authority, and Export-Import Bank and issues backed by the full faith and credit of
the U.S government or such other government, local authority or body listed in the
Prospectus.
4.
Investment objectives
Amendments to Article 15(d):
(d)
5.
With the exception of permitted investments in unlisted securities or in units of openended collective investment schemes, the Company and its funds will only invest in
those securities and derivative instruments listed or traded on a stock exchange or
market (including derivative markets) which meets with the regulatory criteria
(regulated, operate regularly, be recognised and open to the public) and which is
listed in the Prospectus.
Repurchase and cancellation of Shares in satisfaction of a taxation liability
Amendments to Article 10(j):
(j)
6.
In the event that the Company is required by any applicable laws, regulations,
direction or guidance, or by any agreement with any tax or fiscal authority to deduct,
withhold or account for tax on a disposal of shares held by a Member (whether upon a
repurchase of shares, a transfer of shares or otherwise) or upon the payment of a
distribution to a Member (whether in cash or otherwise), or in any other
circumstances in which a tax liability arises in connection with a Member’s holding of
shares, the Directors shall, acting in good faith and on reasonable grounds, be entitled
to arrange for the repurchase and cancellation of such number of the shares of such
Member as are sufficient after the deduction of any repurchase charges to discharge
any such tax liability and the Directors may decline to register a transferee as a
Member until such time as they receive from the transferee such declarations as to
residency or status as they may require. The Custodian shall ensure that the
repurchase proceeds are held for the purposes of discharging any applicable tax
liability as aforesaid.
Amendments to temporary suspension provisions
Amendments to Article 12(b):
(bc)
The Company at any time may, but shall not be obliged to, temporarily suspend the
determination of the Net Asset Value of the shares in any fund and the sale and
repurchase of such shares, in the following instances:(i)
any period (other than ordinary holiday or customary weekend closings)
when any market is closed which is the main market for a significant part of
the fund’s investments, or when trading thereon is restricted or suspended;
(ii)
any period during which disposal of investments which constitute a
substantial portion of the assets of the fund is not practically feasible;
7.
(iii)
any period when for any reason the prices of any investments of the fund
cannot be reasonably, promptly or accurately ascertained by an
Administratorthe Company;
(iv)
any period when remittance of monies which will, or may, be involved in the
realisation of, or in the payment for, investments of the fund cannot, in the
opinion of the Directors, be carried out at normal rates of exchange;
(v)
any period when proceeds of the sale or repurchase of the Shares cannot be
transmitted to or from the fund’s account;
(vi)
any period when the Company is considering the merger in relation to the
Company, a fund or share class where in the opinion of the Directors such
suspension is justified having regard to the interests of the Members;
(vii)
upon the occurrence of an event causing it or any fund to enter into
liquidation;
(viii)
any other period where in the opinion of the Directors circumstances require
such a suspension and it is justified having regard to the interests of the
Members.
Amendments to valuation provisions
Amendments to Article 13:
13.
VALUATION OF ASSETS
(a)
The Net Asset Value of the Company shall be calculated in accordance with the
provisions of this Article.
(b)
The Net Asset Value per share of each fund shall be valued on each Dealing Day by
reference to the latest available prices quoted as of the close of the regular trading
session of the New York Stock Exchangeat the time specified in the Prospectus. Any
liabilities of the Company which are not attributable to any fund shall be allocated
pro rata amongst all of the funds.
(i)
Assets listed or traded on a Regulated Market or over-the counter markets
(other than those referred to at (v) and (vi) below) for which market
quotations are readily available shall be valued at the last quoted trade price
as at the close of the regular trading session of the New York Stock Exchange
on the relevant Dealing Day, if unavailable or, in the opinion of the
AdministratorCompany unrepresentative of fair market value, the latest
middle market quotation (i.e. the mid price between the latest bid and offer
prices) on the principal exchange in the market for such investment as at the
close of the regular trading session of the New York Stock Exchange on the
relevant Dealing Day provided that the value of the investment listed on a
Regulated Market but acquired or traded at a premium or at a discount
outside or off the relevant stock exchange or on an over-the-counter market
may be valued taking into account the level of premium or discount as at the
date of valuation of the investment. The Custodian must ensure the adoption
of such a procedure is justifiable in the context of establishing the probable
realisation value of the security.
If for specific assets the latest available prices do not, in the opinion of the
AdministratorCompany, reflect their fair value, or if the prices areis
unrepresentative or unavailable, the value shall be calculatedestimated with
care and in good faith by the Administrator (being a competent person)
appointed by the Directors or its duly appointed delegate and approved for
that purpose by the Custodian, in consultation with the Investment Adviser on
the basis of the probable realisation value for such assets as at the close of the
regular trading session of the New York Stock Exchange on the relevant
Dealing Day.
(ii)
If the assets are listed or traded on several Regulated Markets, the last quoted
trade price or latest middle market quotation on the Regulated Market which,
in the opinion of the AdministratorCompany constitutes the main market for
such assets, will be used.
(iii)
Inin the event that any of the investments on the relevant Dealing Day is not
listed or traded on any Regulated Market, such security shall be valued at the
probable realisation value determined with care and in good faith by the
Administrator (the Administrator being approved by the Custodian as a
competent person for such purpose) in consultation with the Investment
Adviser. Such probable realisation value will be determined:appointed by the Directors or its duly
(1)
by using the
original purchase price;
(2)
where there have been subsequent trades with substantial volumes,
by using the last traded price provided the Administrator in
consultation with the Investment Adviser considers such trades to be
at arms’s length;
(3)
where the Administrator in consultation with the Investment Adviser
believes the investment has suffered a diminution in value, by using
the original purchase price which shall be discounted to reflect such a
diminution; or
(4)
if the Administrator, in consultation with the Investment Adviser,
believes a mid quotation from a broker is reliable, by using such a
mid quotation or, if unavailable, a bid quotation.
Alternatively, the Administrator, in consultation with the Investment Adviser,
may use such probable realisation value estimated with care and in good
faith as may be recommended by a competent professional appointed by the
Administrator or the Investment Adviserdelegate and approved for that
purpose by the Custodian for such purpose. Due to the nature of such
unquoted securities and the difficulty in obtaining a valuation from other
sources, such competent professional may be related to the Investment
Adviser.
(iv)
cash and other liquid assets will be valued at their face value with interest
accrued, where applicable, to the close of the regular trading session of the
New York Stock Exchange on the relevant Dealing Day;.
(v)
units or shares in collective investment schemes will be valued at the latest
available net asset value or, if listed or traded on a Regulated Market, at the
latest quoted trade price or, a mid-quotation (or, if unavailable, a bid
quotation) or, if unavailable or unrepresentative, the latest available net asset
value as deemed relevant to the collective investment scheme;.
(vi)
exchange traded derivative instruments will be valued at the close of the
regular trading session of the New York Stock Exchange on the relevant
Dealing Day at the settlement price for such instruments on such market.
Over-the-counter derivative instruments shall be valued daily using either the
counterparty valuation or an alternative valuation, such as a valuation
calculated by the Company or by an independent pricing vendor appointed by
the Directors or its duly appointed delegate and approved for that purpose by
the Custodian. Where the counterparty valuation is used, the valuation must
be approved or verified by an independent party who is approved for the
purpose by the Custodian at least weekly. Where an alternative valuation is
used, such valuation shall be reconciled on a monthly basis to the valuation
provided by the counterparty to such instrument. Forward foreign exchange
contracts shall be valued by reference to the price at which a new forward
contract of the same size and maturity could be undertaken as of the close of
business on the Dealing Day.
(vii)
any value expressed otherwise than in US Dollars (whether of an investment
or cash) and any non-US Dollar borrowing shall be converted into US
Dollars at the rate (whether official or otherwise) which the
AdministratorCompany deems appropriate in the circumstances.
In the event of it being impossible or incorrect to carry out a valuation of a
specific investment in accordance with the valuation rules set out in
paragraphs (i) to (vii) above, or if such valuation is not representative of a
security fair market value, the AdministratorCompany is entitled to use other
generally recognised valuation principles in order to reach a proper valuation
of that specific instrument, provided that such method of valuation has been
approved by the Custodian.
(c)
The Directors, with the approval of the Custodian, may adjust the Net Asset Value
per share when calculating realisation prices for any fund, to reflect the value of such
fund’s investments assuming they were valued using the highest market bid price on
the relevant market at the relevant time. The Directors’ intention is only to exercise
this discretion to preserve the value of the holdings of continuing Members in the
event of substantial or recurring net repurchases of shares in the relevant fund.
(d)
Provided that the intention to do so has been set out in the Prospectus, the assets of a
fund may be valued using the amortised cost method of valuation whereby the
Investments of the Companya fund are valued at their costs of acquisition, adjusted
for and thereafter assuming an amortisation of premium or accretion ofto maturity of
any discount on the investmentsor premium provided the valuation is in accordance
with the requirements of the Central Bank. In the case of funds which invest solely in
short term securities (money market funds), the amortised cost method of valuation
shall be applied only in respect of securities with an interest rate refixing date of
twelve months or less. Other funds may apply the amortised cost method to securities
with a residualwhich meet the following criteria:

have a maturity at issuance of up to and including 397 days;

have a residual maturity of up to and including 397 days;

undergo regular yield adjustments in line with the money market conditions
at least every 397 days; and/or

the risk profile, including credit and interest rate risks, corresponds to that of
financial instruments which have a maturity of up to and including 397 days
or are subject to a yield adjustment at least every 397 days.
The weighted average maturity of the fund must not exceeding six months60 days.
The Administrator shall review each week anywill carry out a weekly review of
discrepancies between the market value of the assets and the value as determined by
the amortised cost method of valuation. If at any time, however, the market value of
any of the assets of any fund deviates by more than 0.5% from its value determined
on an amortised cost basis, the pricing of such security will be reviewed. If the
deviation is greater than 0.3% the Administrator will review the discrepancies on
each Business Day until the deviation is less than 0.3%.the money market
instruments. Escalation procedures should be put in place by the Company to ensure
that:

material discrepancies between the market value and the amortised cost value
of a money market instrument are brought to the attention of the Investment
Adviser;

discrepancies in excess of 0.1% between the market value and the amortised
cost value of the portfolio will be brought to the attention of the Directors and
the Investment Adviser;

discrepancies in excess of 0.2% between the market value and the amortised
cost value of the portfolio will be brought to the attention of the Directors and
the Custodian;

if discrepancies in excess of 0.3% between the market value and the
amortised cost value of the portfolio occur a daily review must take place.
The Directors will notify the Central Bank with an indication of the action, if
any, which will be taken to reduce such dilution; and

weekly reviews and any engagement of escalation procedures are clearly
documented.
The Directors will monitor the use of the amortised cost method of valuation in order
to ensure that this method continues to be in the best interests of the
ShareholdersMembers and to provide a fair valuation of the iInvestments of the fund.
There may be periods during which the stated value of an instrument determined
under the amortised cost method of valuation is higher or lower than the price which
the Ffund would receive if the instrument were sold, and the accuracy of the
amortised cost method of valuation can be affected by changes in interest rates and
the credit standing of issuers of the Ffund’s investments. Fixed coupon securities
must have a maturity of 15 months or less if this method is to be adopted. This
method can be applied to floating rate securities which (i) the Directors have
determined will have a value that approximates their amortised cost valuation; (ii)
have an annual or shorter interval coupon/interest rate refix; and (iii) have a residual
maturity of 2 years or less.
In the case of other funds, money market instruments may be valued on amortised
basis provided that the money market instruments have a residual maturity not
exceeding three months and have no specific sensitivity to market parameters,
including credit risk.
(e)
The Directors shall be entitled to adopt an alternative method of valuing any
particular asset if they consider that the method of valuation herein set out does not
provide a fair valuation of that asset and that such alternative method of valuation
shall first have been approved by the Custodian.
(f)
In calculating the Net Asset Value of the assets:(i)
every share allotted by the Company shall be deemed to be in issue and the
assets shall be deemed to include not only the relevant cash and property in
the hands of the Custodian but also the amount of any cash or other property
to be received in respect of shares allotted;
(ii)
where Investments have been agreed to be purchased or sold but such
purchase or sale has not been completed such Investments shall be included
or excluded and the gross purchase or net sale consideration excluded or
included as the case may require as if such purchase or sale had been duly
completed;
(iii)
where notice of a repurchase of shares has been given to the Custodian but
such cancellation has not been completed the Shares to be cancelled shall be
deemed not to be in issue and the value of the assets shall be reduced by the
amount payable to a ShareholderMember upon such cancellation;
(iv)
where any amount in one currency is required to be converted into another
currency the Directors may effect such conversion using such rates as the
Directors shall determine at the relevant time except where otherwise
specifically provided herein;
(v)
there shall be deducted from the assets the total amount of any actual or
estimated liabilities properly payable including outstanding borrowings (if
any) but excluding liabilities taken into account under sub-paragraph (ii)
above and any estimated liability for tax on and such amount in respect of
contingent or projected expenses as the Administrator considers fair and
reasonable having regard to the provisions of the Prospectus and the Articles
of Association of the Company;
(vi)
there shall be deducted from the value of any Investment in respect of which
a call option has been written the value of such option calculated by reference
to the lowest available market dealing offered price quoted on a regulated
market or if no such price is available a price certified by a stockbroker or
other person approved by the Custodian or such price as the Directors
consider in the circumstances to be reasonable and which is approved by the
Custodian;
(vii)
there shall be added to the assets a sum representing any interest or dividends
accrued but not received and a sum representing unamortised expenses;
(viii)
there shall be added to the assets the amount (if any) available for distribution
in respect of the last preceding Accounting Period but in respect of which no
distribution has been declared;
(ix)
there shall be deducted from the assets the total amount (whether actual or
estimated by the Directors) of any other liabilities properly payable including
accrued interest on borrowings (if any);
(x)
the value of assets shall be rounded upwards or downwards as appropriate to
the nearest two decimal places;
(xi)
in the event that extraordinary circumstances render such a valuation
impracticable or inadequate, the Company may with the consent of the
Custodian, prudently, and in good faith, follow, until the termination of such
circumstances, other generally recognised valuation principles approved by
the Custodian in relation to specific assets in order to achieve a fair valuation
of the assets of the Company;
(xii)
(g)
8.
the Net Asset Value per share shall be rounded upwards or downwards as
appropriate to the nearest four decimal places or as otherwise provided in the
Prospectus;
Without prejudice to their general powers to delegate their functions herein certified,
the Directors may delegate any of their functions in relation to the calculation of Net
Asset Value to the Administrator, to a committee of the Directors or to any other duly
authorised person. In the absence of wilful misconduct or manifest error, every
decision taken by the Directors or any committee of the Directors or by the
Administrator or any duly authorised person on behalf of the Company in calculating
the Net Asset Value shall be final and binding on the Company and on present, past or
future Members.
Investments in units of other collective investment schemes
Amendments to Article 15(h):
(h)
9.
The Company or a fund may invest in collective investment schemes subject to the
conditions and limitations outlined in the Regulations and laid down by the Central
Bank from time to time. Investments made by the Company with respect to a fund in
units of other collective investment schemes may not exceed, in aggregate, 10 per
cent. of the assets of that fund unless otherwise stated in the Prospectus. Subject to
authorisation by the Central Bank, the Company or a fund may invest in a collective
investment scheme (“underlying scheme”) managed by the same management
company or any other company with which the management company is linked by
common management or control or by a substantial direct or indirect holding,
provided that the management company or such other company may not charge
subscription or redemption fees on account of the investment of the Company or such
fund in the underlying scheme.
Deletion of the provisions in relation to the holding of the AGM within six months of the
financial year end
Amendments to Article 16(b):
(b)
10.
The Company shall in each year hold a general meeting as its annual general meeting
in addition to any other meeting in that year. Not more than fifteen months shall
elapse between the date of one annual general meeting of the Company and that of
the next PROVIDED THAT the Company may hold its first annual general meeting
within eighteen months of its incorporation. Subsequent annual general meetings
shall be held once in each year within six months of the end of the financial year of
the Company as determined by the Directors from time to time at such time and place
in Ireland as may be determined by the Directors.
Amendment to quorum requirements
Amendments to Article 18(b):
(b)
No business shall be transacted at any general meeting unless a quorum is present.
Two Members present either in person or by proxy shall be a quorum for a general
meeting, provided that, in the event that there is only one Member in a fund or class,
the quorum shall be one Member present in person or by proxy at the meeting. A
representative of a corporation authorised pursuant to Article 19(m) to be present at
any meeting of the Company shall be deemed to be a Member for the purpose of a
quorum.
11.
Ability to distribute Shareholder communications electronically and provision for
electronic proxy scheme
Amendments to Article 31:
31.
NOTICES
(a)
Any notice or other document required to be served upon or sent to a Member shall
be deemed to have been duly given if sent by post or left at his address as appearing
on the Register or, with the consent of a Member, sent in electronic form by
electronic means and in the case of joint Members if so done upon or to the first
named on the Register or (save in the case of a notice of a general meeting of the
Company) if either the full text of the notice or documents is published in a national
daily newspaper in Ireland or such other publication as the Company may from time
to time decide circulating in any country where the shares of the Company are
marketed, or an advertisement is so published stating where copies of such notices or
documents may be obtained.
(b)
Any notice or document sent by post to or left at the registered address of a Member
or, with the consent of a Member, sent to the Member in electronic form by electronic
means, shall notwithstanding that such Member be then dead or bankrupt and whether
or not the Company or the Manager has notice of his death or bankruptcy be deemed
to have been duly served or sent and such service shall be deemed a sufficient service
on receipt by all persons interested (whether jointly with or as claiming through or
under him) in the shares concerned and such notice shall be deemed to have been
received by the Members twenty fourtwenty-four hours after the time of posting or
sending by electronic means.
(c)
Any certificate or notice or other document which is sent by post or left at the
registered address of the Member named therein or dispatched by the Company or the
Manager in accordance with his instructions or, with the consent of a Member, sent to
the Member in electronic form by electronic means, shall be so sent, left or
dispatched at the risk of such Member and the giving, service or delivery thereof shall
be deemed to have been effected at the expiration of twenty fourtwenty-four hours,
after the cover containing it was posted or the certificate, notice or other document
was sent in electronic form by electronic means. In proving service of delivery it shall
be sufficient to prove that such cover was properly addressed, stamped and posted or
where sent in electronic form by electronic means it was properly addressed.
(d)
Any notice to be given, served or delivered pursuant to these Articles may be sent,
with the consent of the Member, by means of electronic mail or other means of
electronic communication approved by the Directors to the address of the Member
notified to the Company by the Member for such purpose (or if not so notified, then
to the address of the member last known to the Company) and the giving, service or
delivery thereof shall be deemed to have been effected at the expiration of 12 hours
after despatch.The Company may in its sole discretion establish a scheme whereby
electronic means may be used by Members to appoint a proxy for the purposes of
voting at general meetings of the Company (the “Electronic Proxy Scheme”). Any
Electronic Proxy Scheme shall require a Member appointing a proxy to complete a
specified electronic form of proxy which shall be either signed by the Member using
an electronic signature or completed using another form of electronic authentication
or password in accordance with the requirements of the Electronic Commerce Act,
2000 or any other applicable law or regulation.
駿利資產管理基金
（「本公司」）
股東週年大會適用的代理人表格
本 人 / 吾 等 _____________________________________________________ ， 地 址 為
________________________________________________________________， 為上述名
稱公司股份的持有人並擁有投票權，謹此委任___________________________________，
或在該先生/女士未能出席時由________________________________________，或在該先
生/女士未能出席時由__________________________________，或在該先生/女士未能出席
時由大會主席（刪去不適用者）為本人/吾等的代理人，代表本人/吾等於 2014 年 6 月 30 日下
午 2 時正（愛爾蘭時間）舉行的本公司股東週年大會及其任何延會上投票。
請在以下各有關空格內填上「X」，以表明 閣下希望 閣下的代理人如何投票。
普通事務
贊成
1.
接受及考慮截至 2013 年 12 月 31 日止年度的董事會報告、
核數師報告及年度報告與賬目。
2.
授權董事釐定截至 2014 年 12 月 31 日止年度的核數師酬
金。
3.
批准截至 2013 年 12 月 31 日止年度的董事酬金。
特別事務
4.1.
考慮及酌情通過股東大會通知第 4.1 項特別事務為特別決
議案，以更新《組織章程細則》中「該法」或「一九六三
年至二零零九年《公司法》」的定義。
4.2.
考慮及酌情通過股東大會通知第 4.2 項特別事務為特別決
議案，以更新《組織章程大綱及章程細則》中若干有關公
司法的若干法例提述。
4.3.
考慮及酌情通過股東大會通知第 4.3 項特別事務為特別決
議案，以更新《組織章程大綱及章程細則》中若干有關
UCITS 規例的法例提述。
4.4.
考慮及酌情通過股東大會通知第 4.4 項特別事務為特別決
議案，以更新《組織章程大綱》中一項有關 UCITS 規例
第 45 條的法例提述。
5.1.
考慮及酌情通過股東大會通知第 5.1 項特別事務為特別決
議案，以在《組織章程細則》中加插「攤薄調整」的定
義。
5.2.
考慮及酌情通過股東大會通知第 5.2 項特別事務為特別決議
案，以規定在若干情況下執行攤薄調整機制。
1
反對
6.1.
考慮及酌情通過股東大會通知第 6.1 項特別事務為特別決議
案，以更新《組織章程細則》中「受監管市場」的定義。
6.2.
考慮及酌情通過股東大會通知第 6.2 項特別事務為特別決
議案，以更新《組織章程細則》有關受監管市場的條文及
政府、地方機構或組織的名單。
6.3.
考慮及酌情通過股東大會通知第 6.3 項特別事務 (有關本公
司的獲准投資項目) 為特別決議案。
7.
考慮及酌情通過股東大會通知第 7 項特別事務 (有關購回
及註銷股份以償付稅務負債) 為特別決議案。
8.
考慮及酌情通過股東大會通知第 8 項特別事務 (有關修改
《組織章程細則》的暫時停止條文) 為特別決議案。
9.
考慮及酌情通過股東大會通知第 9 項特別事務為特別決議
案，以更新《組織章程細則》中有關資產估值的條文。
10.
考慮及酌情通過股東大會通知第 10 項特別事務(有關本公司
投資於其他集體投資計劃的條件) 為特別決議案。
11.
考慮及酌情通過股東大會通知第 11 項特別事務 (有關舉行
股東週年大會的時間框架) 為特別決議案。
12.
考慮及酌情通過股東大會通知第 12 項特別事務 (有關股東
大會的法定人數) 為特別決議案。
13.
考慮及酌情通過股東大會通知第 13 項特別事務為特別決議
案，以規定能夠向股東發送電子通訊及引入以電子方式委
託代理人的計劃。
除非另有指示，否則代理人將按其認為適合的情況投票。
簽署﹕
________________________________________
姓名（英文正楷大寫）：
________________________________________
日期﹕
________________________________________
請交回﹕
Janus Capital Funds plc
c/o Janus Capital Asia Limited
2507-11, ICBC Tower
Citibank Plaza
3 Garden Road
Central
Hong Kong
傳真﹕
+852 3121 7100
備註﹕
1.
本代理人表格必須不遲於大會指定舉行時間前 48 小時送抵或交存以下地址，方為有
效。
2.
如屬公司股東，本代理人表格可蓋上其法團印章或由一名主管職員或獲授權代理人簽
署。
3.
未有聯絡相關投資者的綜合/代名股東並無投票的權利。請在有關空格內填寫相關投資
者投票「贊成」及/或「反對」的總數，以表明 閣下希望 閣下的代理人／代表如何投
票。
4.
倘若 閣下擬委任大會主席以外人士為代理人，請填上該先生/女士的姓名和地址，並
刪去「大會主席」一句。
5.
如本代理人表格已簽署並寄回，但未有表明代理人應如何投票，則其可酌情決定如何
投票，或決定是否放棄投票。
6.
如屬聯名持有人，排名較先的股東（不論是親身或委託代理人）的投票應獲接受，而
其他聯名股東的投票將不予接受。就此而言，股東資格的優先次序應按聯名股東在股
東登記名冊內的排名先後確定。
7.
請在本表格任何修改處簡簽示可。
8.
本代理人表格應交回以下地址﹕Janus Capital Funds plc
c/o Janus Capital Asia Limited
2507-11, ICBC Tower
Citibank Plaza
3 Garden Road
Central
Hong Kong
9.
可傳真至 +852 3121 7100 交回本代理人表格。
Janus Capital Funds plc
(the “Company”)
ANNUAL GENERAL MEETING FORM OF PROXY
I/We_______________ of _______________________________ being a holder of
__________
shares
in
the
above
named
company
and
entitled
to
vote,
appoint
_____________________________________________________________
or
failing
them
__________________________ or failing him/her _____________ or failing him/her ____________________
or failing him/her the Chairman of the meeting (delete as applicable) as my/our proxy to vote for me/us on
my/our behalf at the annual general meeting of the Company to be held at 2 p.m. (Irish time) on 30 June 2014
and at any adjournment thereof.
Please indicate with an “X” in the box below how you wish the proxy to vote.
Ordinary Business
1.
To receive and consider the reports of the directors and of the auditors
and the annual report and the accounts for the year ended 31 December
2013.
2.
To authorise the directors to set the remuneration of the auditors for the
year ended 31 December 2014.
3.
To approve the directors’ remuneration for the year ended 31 December
2013.
Special Business
4.1.
To consider and, if thought fit, pass as a special resolution the special
business in item 4.1 of the notice of the meeting to update the
definition of “Act” or “Companies Acts 1963 to 2009” in the articles
of association.
4.2.
To consider and, if thought fit, pass as a special resolution the special
business in item 4.2 of the notice of the meeting to update certain
legislative references to the Companies Acts in the memorandum and
articles of association.
4.3.
To consider and, if thought fit, pass as a special resolution the special
business in item 4.3 of the notice of the meeting to update certain
legislative references to the UCITS Regulations in the memorandum
and articles of association.
4.4.
To consider and, if thought fit, pass as a special resolution the special
business in item 4.4 of the notice of the meeting to update a legislative
reference to Regulation 45 of the UCITS Regulations in the
memorandum of association.
5.1.
To consider and, if thought fit, pass as a special resolution the special
business in item 5.1 of the notice of the meeting to insert a definition
of “Dilution Adjustment” in the articles of association.
5.2.
To consider and, if thought fit, pass as a special resolution the special
business in item 5.2 of the notice of the meeting to provide for the
implementation of a dilution adjustment mechanism in certain
circumstances.
6.1.
To consider and, if thought fit, pass as a special resolution the special
FOR
AGAINST
business in item 6.1 of the notice of the meeting to update the definition
of “Regulated Markets” in the articles of association.
6.2.
To consider and, if thought fit, pass as a special resolution the special
business in item 6.2 of the notice of the meeting to update provisions
of the articles of association regarding regulated markets and the list
of governments, local authorities or bodies.
6.3.
To consider and, if thought fit, pass as a special resolution the special
business in item 6.3 of the notice of the meeting in relation to
permitted investments of the Company.
7.
To consider and, if thought fit, pass as a special resolution the special
business in item 7 of the notice of the meeting relating to the
repurchase and cancellation of shares in satisfaction of a tax liability.
8.
To consider and, if thought fit, pass as a special resolution the special
business in item 8 of the notice of the meeting relating to the
amendment of temporary suspension provisions in the articles of
association.
9.
To consider and, if thought fit, pass as a special resolution the special
business in item 9 of the notice of the meeting updating the provisions
of the articles of association relating to the valuation of assets.
10.
To consider and, if thought fit, pass as a special resolution the special
business in item 10 of the notice of the meeting relating to the
conditions for investment by the Company in other collective
investment schemes.
11.
To consider and, if thought fit, pass as a special resolution the special
business in item 11 of the notice of the meeting relating to the
timeframe for holding annual general meetings.
12.
To consider and, if thought fit, pass as a special resolution the special
business in item 12 of the notice of the meeting relating to the quorum
requirements for general meetings.
13.
To consider and, if thought fit, pass as a special resolution the special
business in item 13 of the notice of the meeting to provide for the
ability to distribute shareholders communications electronically and for
the introduction of an electronic proxy scheme.
Unless otherwise indicated, the proxy will vote as s/he thinks fit.
Signed:
________________________________________
Name in block capitals:
________________________________________
Date:
________________________________________
Please return to:
Janus Capital Funds plc
c/o Janus Capital Asia Limited
2507-11, ICBC Tower
Citibank Plaza
3 Garden Road
Central
Hong Kong
Fax:
+852 3121 7100
NOTES:
1.
This instrument of proxy, to be valid, must be sent to arrive, or be lodged, at the address printed below
not later than 48 hours before the time fixed for the meeting.
2.
In the case of a corporate shareholder, this instrument may be either under its common seal or under the
hand of an officer or attorney authorised in that behalf.
3.
For omnibus/nominee shareholders, who without going to underlying investors do not have the
authority to vote, please indicate how you wish your proxy/representative to vote by inserting the
aggregate number of underlying investor votes “for” and/or “against” in the relevant box.
4.
If you wish to appoint a proxy other than the Chairman of the meeting, please insert his/her name and
address and delete “the Chairman of the meeting”.
5.
If this instrument is signed and returned without any indication of how the person appointed proxy
shall vote, he will exercise his discretion as to how he votes and whether or not he abstains from
voting.
6.
In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy,
shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority
should be determined by the order in which the names stand in the register of members in respect of the
joint holding.
7.
Any alterations made to this form must be initialled.
8.
The address to which the proxy forms should be returned is:Janus Capital Funds plc
c/o Janus Capital Asia Limited
2507-11, ICBC Tower
Citibank Plaza
3 Garden Road
Central
Hong Kong
9.
Proxy forms may be returned by fax to +852 3121 7100

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