|
| |
|
|
Ticker |
Janus
Henderson U.S. Real Estate ETF |
|
JRE |
Principal
U.S. Listing Exchange: NYSE Arca, Inc. |
|
|
Janus
Detroit Street Trust
Prospectus
The
Securities and Exchange Commission has not approved or disapproved of these
securities or passed on the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.
This
Prospectus describes Janus Henderson U.S. Real Estate ETF (the “Fund”), a
portfolio of Janus Detroit Street Trust (the “Trust”). Janus Henderson Investors
US LLC (the “Adviser”) serves as
investment adviser to the Fund.
Shares
of the Fund are not individually redeemable and the owners of Fund shares may
purchase or redeem shares from the Fund in Creation Units only, in accordance
with the terms set forth in this Prospectus. The purchase and sale price of
individual Fund shares trading on an exchange may be below, at or above the most
recently calculated net asset value for Fund shares (sometimes referred to as
the “NAV”).
TABLE
OF CONTENTS
|
|
|
| |
| |
|
|
|
| |
|
|
|
2 |
|
| |
|
|
|
| |
|
|
|
8 |
|
|
|
|
8 |
|
|
|
|
11 |
|
| |
|
|
|
| |
|
|
|
17 |
|
|
|
|
17 |
|
|
|
|
18 |
|
| |
|
|
|
19 |
|
| |
|
|
|
20 |
|
| |
|
|
|
| |
|
|
|
22 |
|
|
|
|
23 |
|
|
|
|
23 |
|
|
|
|
24 |
|
|
|
|
26 |
|
|
|
|
27 |
|
| |
|
|
|
28 |
|
| |
|
|
|
29 |
|
1½Janus Detroit Street Trust
FUND SUMMARY
Janus
Henderson U.S. Real Estate ETF
Ticker: JRE
Janus Henderson U.S. Real Estate ETF seeks
total return through a combination of capital appreciation and current
income.
|
FEES AND EXPENSES OF THE FUND |
This
table describes the fees and expenses that you may pay if you buy, hold and sell
shares of the Fund. Investors may pay brokerage commissions and other fees to
financial intermediaries on their purchases and sales of Fund shares, which are
not reflected in the table or in the example below.
|
|
|
| |
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value
of your investment)
|
|
|
|
Management
Fees |
|
|
0.65% |
|
Other
Expenses |
|
|
0.00% |
|
Total
Annual Fund Operating Expenses |
|
|
0.65% |
|
EXAMPLE:
The Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds.
The Example
assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that the Fund’s
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
1 Year |
|
|
3 Years |
|
|
5 Years |
|
|
10 Years |
|
| |
$ |
66 |
|
|
$ |
208 |
|
|
$ |
362 |
|
|
$ |
810 |
|
Portfolio
Turnover: The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Fund shares are held in a taxable account. These costs, which are not
reflected in annual fund operating expenses or in the Example, affect the Fund’s
performance. During the most recent fiscal year, the Fund’s portfolio turnover
rate was 76% of the average value of its
portfolio.
|
PRINCIPAL INVESTMENT STRATEGY |
The
Fund pursues its investment objective by investing, under normal circumstances,
at least 80% of its net assets (plus any borrowings for investment purposes) in
equity securities of U.S. real estate-related companies. Such companies may
include those in the real estate industry or real estate-related industries.
These securities will be listed on a national securities exchange and may
include common stocks, preferred stocks, and other equity securities, including,
but not limited to, real estate investment trusts (“REITs”) and REIT-like
entities (such as real estate operating companies (“REOCs”)). However, the Fund
will not invest directly in real estate. The Fund may invest in shares of
companies through initial public offerings. The Fund may invest in companies of
any capitalization.
The
Fund is classified as non‑diversified, which allows it to hold larger positions
in companies, compared to a fund that is classified as diversified.
As a
fundamental policy, the Fund will concentrate 25% or more of its net assets in
securities of issuers in real estate and real estate-related
industries.
For
purposes of the Fund’s principal investment strategies, companies in real
estate-related industries are U.S. companies at the time of investment
(i) that derive at least 50% of their revenue from ownership, construction,
extraction, financing, management, operation, sales or development of real
estate; (ii) that have at least 50% of their book value (balance sheet) in
real estate assets; or (iii) where the market value of real estate holdings
is greater than 50% of enterprise value.
2½Janus Henderson U.S. Real Estate
ETF
A
REIT is an entity dedicated to owning, and usually operating, income-producing
real estate, or to financing real estate. REITs pool investors’ funds for
investment primarily in income-producing real estate or real estate-related
loans or interests. Under the Internal Revenue Code of 1986, as amended, a REIT
is not taxed on income it distributes to its shareholders if it complies with
several requirements relating to its organization, ownership, assets and income,
and a requirement that it generally distributes to its shareholders at least 90%
of its taxable income (other than net capital gains) for each taxable year. A
REOC is a publicly traded corporation that is engaged in real estate businesses,
but that has not taken (or is not eligible for) the REIT tax election and
therefore does not have a requirement to distribute any of its taxable
income.
The
Fund may also invest up to 15% of its net assets in securities of Canadian
issuers. The Fund may use derivatives, including currency forwards and futures
contracts, only for the purposes of currency hedging associated with potential
investments in Canadian
securities.
The
Fund may invest a portion of its assets in cash or other short-term instruments,
such as money market instruments or money market funds (including private funds
operating as money market funds that are not registered under the Investment
Company Act of 1940, as amended (“1940 Act”)), while deploying new capital, for
liquidity management purposes, managing redemptions or for defensive purposes,
including navigating unusual market conditions.
The
Fund is “actively managed” and does not seek to replicate the composition or
performance of an index. In choosing investments for the Fund, the portfolio
managers apply a “bottom up” approach that utilizes the portfolio managers’
knowledge of issuers, including of such factors as a company’s balance sheet,
valuation, strength of management, and risk-adjusted returns. To identify the
universe of investible securities for the Fund, the portfolio managers also
apply negative screens, which incorporate third-party inputs, to seek to avoid
investing in (i) REITs that are involved in the operation of prison
facilities and (ii) issuers that are United Nations Global Compact
violators. At the portfolio managers’ discretion, the Fund will engage with
companies regarding the adoption, or commitment to adopt, emission reduction
targets. The portfolio managers will generally consider selling a stock if they
believe that its future prospects have been accurately reflected in the market
price, if the company no longer meets the social or environmental criteria noted
above, or if their original investment thesis has
changed.
The
Fund may seek to earn additional income through lending its securities to
certain qualified broker-dealers and institutions on a short-term or long-term
basis, in an amount equal to up to one‑third of its total assets as determined
at the time of the loan origination.
|
PRINCIPAL INVESTMENT RISKS |
The biggest risk is that the Fund’s returns will
vary, and you could lose money. The Fund is designed for
long-term investors interested in equity investments focused in the real estate
industry and real estate-related industries, including common stocks. Common
stocks tend to be more volatile than many other investment choices. The
principal risks associated with investing in the Fund are set forth below.
Industry and Sector
Risk. The Fund invests a significant portion of its
assets invested in securities of companies conducting similar business, or
business within the same economic sector. Companies in the same industry or
economic sector may be similarly affected by economic or market events, making
the Fund more vulnerable to unfavorable developments than funds that invest more
broadly. As the Fund’s portfolio becomes more concentrated, the Fund is less
able to spread risk and potentially reduce the risk of loss and volatility. In
addition, the Fund may be overweight or underweight in certain industries or
sectors relative to its benchmark index, which may cause the Fund’s performance
to be more or less sensitive to developments affecting those sectors.
• |
|
Real Estate
Sector Risk. The real estate sector contains
companies operating in real estate development and operations, as well as
companies related to the real estate sector, including REITs. Investments
in securities of these companies are subject to the risks associated with
fluctuations in the value of the underlying properties; defaults by
borrowers or tenants; market saturation; changes in general and local
economic conditions; decreases in market rates for rents; changes in the
availability, cost, and terms of mortgage funds; increased competition,
property taxes, capital expenditures, or operating expenses; and other
economic, political, or regulatory occurrences, including the impact of
changes in environmental laws. In addition, a REIT could fail to qualify
for tax‑free pass-through of its income under the Internal Revenue Code of
1986, as amended, or fail to maintain its exemption from registration
under the Investment Company Act of 1940, as amended, which could produce
adverse economic consequences for the REIT and its investors, including
the Fund. Dividends received by the Fund from a REIT generally will not
constitute qualified dividend income. The real estate sector is
particularly sensitive to economic downturns and changes to interest
rates. The ability to trade companies operating in real estate development
and operations in |
3½Janus Henderson U.S. Real Estate
ETF
|
the
secondary market can be more limited compared to other equity investments,
and certain REITs and REIT-like entities have relatively small market
capitalizations, which can increase the volatility of the market price for
their
securities. |
Concentration
Risk. Since the Fund concentrates its assets in the
U.S. real estate industry and real estate-related industries an investment in
the Fund will be closely linked to performance of the U.S. real estate markets.
As a result, the Fund may be subject to greater risks and its net asset value
(“NAV”) may fluctuate more than a fund that does not concentrate its
investments.
Nondiversification
Risk. The Fund is classified as nondiversified under
the Investment Company Act of 1940, as amended. This gives the Fund’s portfolio
managers more flexibility to hold larger positions in securities. As a result,
an increase or decrease in the value of a single security held by the Fund may
have a greater impact on the Fund’s NAV and total
return.
Market
Risk. The value of the Fund’s portfolio may decrease
due to short-term market movements and over more prolonged market downturns. As
a result, the Fund’s NAV may decrease. Market risk may affect a single issuer,
industry, economic sector, or the market as a whole. Market risk may be
magnified if certain social, political, economic, and other conditions and
events (such as terrorism, conflicts, including related sanctions, social
unrest, natural disasters, epidemics and pandemics, including COVID‑19)
adversely interrupt the global economy and financial markets. It is important to
understand that the value of your investment may fall, sometimes sharply, in
response to changes in the market, and you could lose
money.
Initial Public
Offering Risk. The Fund’s purchase of shares issued in
an initial public offering (“IPO”) exposes it to the risks associated with
companies that have little operating history as public companies, as well as to
the risks inherent in those sectors of the market where these new issuers
operate. There can be no assurance that the Fund will identify favorable IPO
investment opportunities in the future. In addition, as the Fund increases in
size, the impact of IPOs on the Fund’s performance will generally
decrease.
Derivatives
Risk. Derivatives can be volatile and involve risks in
addition to the risks of the underlying referenced securities or asset. Gains or
losses from a derivative investment can be substantially greater than the
derivative’s original cost and can therefore involve leverage. Leverage may
cause the Fund to be more volatile than if it had not used leverage because
leverage can exaggerate the effect of any increase or decrease in the value of
securities and other instruments held by the Fund. Derivatives entail the risk
that the counterparty to the derivative transaction will default on its payment
obligations. Using derivatives for hedging purposes can reduce or eliminate
gains or cause losses if the market moves in a manner different from that
anticipated by the portfolio managers or if the cost of the derivative outweighs
the benefit of the hedge.
Small- and Mid‑Sized
Companies Risk. Investments in securities issued by
small- and mid‑sized companies, which can include smaller, start‑up companies
offering emerging products or services, may involve greater risks than are
customarily associated with larger, more established companies. Securities
issued by small- and mid‑sized companies tend to be more volatile and somewhat
more speculative than securities issued by larger or more established companies
and may underperform as compared to the securities of larger or more established
companies.
Securities Lending
Risk. Securities lending involves a risk of loss
because the borrower may fail to return the securities in a timely manner or at
all. If the Fund lends its securities and is unable to recover the securities
loaned, it may sell the collateral and purchase a replacement security in the
market. Lending securities entails a risk of loss to the Fund if and to the
extent that the market value of the loaned securities increases and the
collateral is not increased accordingly. Any cash received as collateral for
loaned securities will be invested in an affiliated cash management vehicle or
time deposits. This investment is subject to market appreciation or depreciation
and the Fund will bear any loss on the investment of its cash
collateral.
Portfolio
Management Risk. The Fund is
an actively managed investment portfolio and is therefore subject to the risk
that the investment strategies and research process employed for the Fund may
fail to produce the intended results. The Fund may underperform its benchmark
index or other funds with similar investment
objectives.
ESG Investment
Risk. Because the Fund considers environmental, social,
and governance (“ESG”) factors in selecting securities, the Fund may perform
differently than funds that do not consider ESG factors. Due to the ESG
considerations and exclusionary criteria employed by the Fund, the Fund may not
be invested in certain issuers within the real estate industry or real
estate-related industries, and therefore may have lower performance than
portfolios that do not apply similar criteria. In addition, since ESG investing
takes into consideration factors beyond traditional financial analysis, the
investment opportunities for the Fund may be limited at times. ESG-related
information provided by issuers and third parties, upon which the portfolio
managers may rely, continues to develop, and may be incomplete, inaccurate, use
different methodologies, or be applied differently
across
4½Janus Henderson U.S. Real Estate
ETF
companies
and industries. Further, the regulatory landscape for ESG investing in the
United States is still developing and future rules and regulations may require
the Fund to modify or alter its investment process. Similarly, government
policies incentivizing companies to consider their environmental or social
practices may fall out of favor, which could potentially limit the Fund’s
investment universe. There is also a risk that the issuers identified through
the investment process employed by the Fund may fail to adhere to positive ESG
practices, which may result in selling a security when it might otherwise be
disadvantageous to do so.
Smaller Sized Fund
Risk. Because the Fund has a small asset base, large inflows and
outflows may have a disproportionate impact, negative or positive, on the Fund’
performance, which may be more volatile than that of a larger fund. If a smaller
fund were to fail to attract sufficient assets to achieve or maintain economies
of scale, performance may be negatively impacted, and any resulting liquidation
could create negative transaction costs for the Fund and tax consequences for
investors.
Exchange Listing and
Trading Issues Risk. Although Fund shares are listed
for trading on the NYSE Arca, Inc. (the “Exchange”), there can be no assurance
that an active trading market for such shares will develop or be maintained. The
lack of an active market for Fund shares, as well as periods of high volatility,
disruptions in the creation/redemption process, or factors affecting the
liquidity of the underlying securities held by the Fund, may result in the
Fund’s shares trading at a premium or discount to its NAV. Trading in Fund
shares may be halted due to market conditions or for reasons that, in the view
of the Exchange, make trading in Fund shares inadvisable. In addition, trading
is subject to trading halts caused by extraordinary market volatility pursuant
to the Exchange’s “circuit breaker” rules. There can be no assurance that the
requirements of the Exchange necessary to maintain the Fund’s listing will
continue to be met or will remain unchanged.
Fluctuation of NAV
and Market Price Risk. The NAV of the Fund’s shares
will generally fluctuate with changes in the market value of the Fund’s
securities holdings. The market prices of the Fund’s shares will generally
fluctuate in accordance with changes in the Fund’s NAV and supply and demand of
shares on the Exchange. Volatile market conditions, an absence of trading in
shares of the Fund, or a high volume of trading in the Fund, may result in
trading prices in the Fund’s shares that differ significantly from the Fund’s
NAV. Additionally, during a “flash crash,” the market prices of the Fund’s
shares may decline suddenly and significantly, resulting in Fund shares trading
at a substantial discount to NAV. Such a decline may not reflect the performance
of the portfolio securities held by the Fund. Flash crashes may cause Authorized
Participants and other market makers to limit or cease trading in the Fund’s
shares for temporary or longer periods, which may result in an increase in the
variance between market prices of the Fund’s shares and the Fund’s NAV.
Shareholders could suffer significant losses to the extent that they sell shares
at these temporarily low market
prices.
It
cannot be predicted whether Fund shares will trade below, at or above the Fund’s
NAV. Further, the securities held by the Fund may be traded in markets that
close at a different time than the Exchange. Liquidity in those securities may
be reduced after the applicable closing times. Accordingly, during the time when
the Exchange is open but after the applicable market closing or fixing
settlement times, bid‑ask spreads and the resulting premium or discount to the
Fund shares’ NAV is likely to widen. Similarly, the Exchange may be closed at
times or days when markets for securities held by the Fund are open, which may
increase bid‑ask spreads and the resulting premium or discount to the Fund
shares’ NAV when the Exchange re‑opens. The Fund’s bid‑ask spread and the
resulting premium or discount to the Fund’s NAV may also be impacted by the
liquidity of the underlying securities held by the Fund, particularly in
instances of significant volatility of the underlying
securities.
Authorized
Participant Risk. The Fund may have a limited number of
financial institutions that may act as Authorized Participants (“APs”). Only APs
who have entered into agreements with the Fund’s distributor may engage in
creation or redemption transactions directly with the Fund. These APs have no
obligation to submit creation or redemption orders and, as a result, there is no
assurance that an active trading market for the Fund’s shares will be
established or maintained. This risk may be heightened to the extent that the
securities underlying the Fund are traded outside of a collateralized settlement
system. In that case, APs may be required to post collateral on certain trades
on an agency basis (i.e., on behalf of other market participants), which only a
limited number of APs may be willing or able to do. Additionally, to the extent
that those APs exit the business or are unable to process creation and/or
redemption orders, and no other AP is able to step forward to create and redeem
in either of these cases, shares may trade like closed‑end fund shares at a
premium or a discount to NAV and possibly face
delisting.
An investment in the Fund is not a bank deposit and
is not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.
5½Janus Henderson U.S. Real Estate
ETF
The following information provides some indication of the risks of
investing in the Fund by showing how the Fund’s performance has varied over
time. The bar chart depicts the change in performance from year to year during
the period indicated. The
table compares the Fund’s average annual returns for the periods indicated to a
broad-based securities market index. The index is not available for direct
investment. All figures assume reinvestment of dividends and distributions and
include the effect of the Fund’s recurring
expenses.
The
Fund’s past performance (before and after taxes) does not necessarily indicate
how it will perform in the future. Updated performance information is available at janushenderson.com/performance or
by calling 1‑800‑668‑0434.
Janus
Henderson U.S. Real Estate ETF
|
Annual Total Returns (calendar
year‑end) |
|
Best
Quarter: 4th Quarter
2021 16.13% Worst
Quarter: 2nd Quarter
2022 – 15.23% |
|
|
|
|
|
|
|
| |
Average Annual Total Returns (periods
ended 12/31/22) |
|
|
|
|
|
|
|
|
1 Year |
|
|
Since Inception
6/23/21 |
|
Janus Henderson U.S. Real Estate ETF |
|
|
|
|
|
|
|
|
Return
Before Taxes |
|
|
– 23.30 |
% |
|
|
– 7.13 |
% |
Return
After Taxes on Distributions |
|
|
– 24.03 |
% |
|
|
– 7.93 |
% |
Return
After Taxes on Distributions and Sale of Fund Shares(1) |
|
|
– 13.65 |
% |
|
|
– 5.64 |
% |
FTSE Nareit
Equity REITs Index(2) (reflects no
deductions for fees, expenses or taxes) |
|
|
– 24.37 |
% |
|
|
– 8.16 |
% |
(1) |
If the Fund incurs a loss, which generates a
tax benefit, the Return After Taxes on Distributions and Sale of Fund
Shares may exceed the Fund’s other return
figures. |
(2) |
Index
performance shown in the table is the total return, which assumes
reinvestment of any dividends and distributions during the time periods
shown. |
After‑tax returns in the table above are
calculated using the historical highest individual U.S. federal marginal income
tax rates and do not reflect the impact of state or local taxes.
Actual after‑tax returns depend on your individual
tax situation and may differ from those shown in the preceding table. The
after‑tax return information shown above does not apply to Fund shares held
through a tax‑advantaged account, such as a 401(k) plan or an
IRA.
Investment Adviser: Janus Henderson
Investors US LLC
Portfolio Managers: Greg Kuhl, CFA, is
Co‑Portfolio Manager of the Fund, which he has co‑managed since inception. Danny Greenberger is Co‑Portfolio Manager
of the Fund, which he has co‑managed since inception.
|
PURCHASE AND SALE OF FUND SHARES |
The
Fund is an actively-managed Exchange-Traded Fund (“ETF”). Unlike shares of
traditional mutual funds, shares of the Fund are not individually redeemable and
may only be purchased or redeemed directly from the Fund at NAV in large
increments called “Creation Units” through APs. The Adviser may modify the
Creation Unit size with prior notification to the Fund’s APs. See the ETF
portion of the Janus Henderson website for the Fund’s current Creation Unit
size. Creation Unit transactions are
6½Janus Henderson U.S. Real Estate
ETF
conducted
in exchange for the deposit or delivery of a designated portfolio of in-kind
securities with a cash balancing amount and/or all cash. Except when aggregated
in Creation Units, Fund shares are not redeemable securities of the Fund. Shares
of the Fund are listed and trade on the Exchange, and individual investors can
purchase or sell shares in much smaller increments for cash in the secondary
market through a broker-dealer. These transactions, which do not involve the
Fund, are made at market prices that may vary throughout the day and differ from
the Fund’s NAV. As a result, you may pay more than NAV (at a premium) when you
purchase shares, and receive less than NAV (at a discount) when you sell shares,
in the secondary market.
Investors
purchasing or selling shares in the secondary market may also incur additional
costs, including brokerage commissions and an investor may incur costs
attributable to the difference between the highest price a buyer is willing to
pay to purchase shares of the Fund (bid) and the lowest price a seller is
willing to accept for shares of the Fund (ask) when buying or selling shares in
the secondary market (the “bid‑ask spread”). Historical information regarding
the Fund’s bid/ask spread can be accessed on the Fund’s website at
janushenderson.com/performance by selecting the Fund.
The
Fund’s distributions are generally taxable, and will be taxed as ordinary income
or capital gains, unless you are investing through a tax‑advantaged arrangement,
such as a 401(k) plan or an individual retirement account (in which case you may
be taxed at ordinary income tax rates upon withdrawal of your investment from
such account). A sale of Fund shares may result in a capital gain or loss.
|
PAYMENTS TO BROKER‑DEALERS AND OTHER FINANCIAL INTERMEDIARIES |
If
you purchase the Fund through a broker-dealer or other financial intermediary
(such as a bank), the Adviser and/or its affiliates may pay broker-dealers or
intermediaries for the sale and/or maintenance of Fund shares and related
services. These payments may create a conflict of interest by influencing the
broker-dealer or other intermediary and your salesperson to recommend the Fund
over another investment. Ask your salesperson or visit your financial
intermediary’s website for more information.
7½Janus Henderson U.S. Real Estate
ETF
ADDITIONAL INFORMATION ABOUT THE FUND
Please refer to the following important information
when reviewing the “Fees and Expenses of the Fund” table in the
Fund Summary of the Prospectus. The fees and expenses shown were
determined based on average net assets as of the fiscal year ended
October 31, 2022.
• |
|
“Annual
Fund Operating Expenses” are paid out of the Fund’s assets. You do not pay
these fees directly but, as the Example in the Fund Summary shows, these
costs are borne indirectly by all shareholders. |
• |
|
The
“Management Fee” is the rate paid by the Fund to the Adviser for providing
certain services. Refer to “Management Expenses” in this Prospectus for
additional information with further description in the Statement of
Additional Information (“SAI”). |
|
° |
|
include
acquired fund fees and expenses, which are indirect expenses the Fund may
incur as a result of investing in shares of an underlying fund to the
extent such expenses are less than 0.01%. “Acquired Fund” refers to any
underlying fund (including, but not limited to, business development
companies (“BDCs”) and exchange-traded funds (“ETFs”)) in which a fund
invests or has invested during the period. Such amounts are less than
0.01%. |
|
ADDITIONAL INVESTMENT STRATEGIES AND GENERAL PORTFOLIO POLICIES |
The
Fund is an actively managed ETF and, thus, does not seek to replicate the
performance of a specified index. Accordingly, the portfolio managers have
discretion on a daily basis to manage the Fund’s portfolio in accordance with
the Fund’s investment objective. In choosing investments for the Fund, the
portfolio managers apply a “bottom up” approach to selecting investments to
purchase and sell utilizing the portfolio managers’ knowledge of the North
American equity real estate markets. This means that the portfolio managers look
at securities one at a time to determine if a security is an attractive
investment opportunity and if it is consistent with the Fund’s investment
policies. Factors that the portfolio managers consider in their “bottom up”
analysis include a company’s balance sheet, valuation, strength of management,
and risk-adjusted returns. To identify the universe of investible securities for
the Fund, the portfolio managers also apply negative screens, which incorporate
third-party inputs, to seek to avoid investing in (i) REITs that are involved in
the operation of prison facilities and (ii) issuers that are United Nations
Global Compact violators. At the portfolio managers’ discretion, the Fund will
engage with companies regarding the adoption, or commitment to adopt, emission
reduction targets. The portfolio managers may sell a stock if they believe that
its future prospects have been accurately reflected in the market price, if the
company no longer meets the social or environmental criteria noted above, or if
their original investment thesis has changed.
The
Fund’s Board of Trustees (“Trustees”) may change the Fund’s investment objective
or non‑fundamental principal investment strategies without a shareholder vote.
The Fund will notify you in writing at least 60 days or as soon as reasonably
practicable before making any such change it considers material. The Fund will
notify you in writing at least 60 days prior to changing the Fund’s 80% policy
to invest in equity securities of U.S. real estate-related companies. If there
is a material change to the Fund’s investment objective or principal investment
strategies, you should consider whether the Fund remains an appropriate
investment for you. There is no guarantee that the Fund will achieve its
investment objective.
On
each business day before commencement of trading in shares on the Exchange, the
Fund will disclose on janushenderson.com/info the identities and quantities of
each portfolio position held by the Fund that will form the basis for the Fund’s
next calculation of the NAV per share. A description of the Fund’s policies and
procedures with respect to the disclosure of the Fund’s portfolio holdings is
available in the Fund’s SAI. Information about the premiums and discounts at
which the Fund’s shares have traded is available at
janushenderson.com/performance by selecting the Fund for additional
details.
Unless
otherwise stated, the following additional investment strategies and general
policies apply to the Fund and provide further information including, but not
limited to, the types of securities the Fund may invest in when implementing its
investment objective. Some of these strategies and policies may be part of a
principal strategy. Other strategies and policies may be utilized to a lesser
extent. Except for the Fund’s policies with respect to investments in illiquid
investments, borrowing and derivatives use, the percentage limitations included
in these policies and elsewhere in this Prospectus and/or the SAI normally apply
only at the time of purchase of a security. So, for example, if the Fund exceeds
a limit, other than illiquid investments, borrowing and derivatives use, as a
result of market fluctuations or the sale of other securities, it will not be
required to dispose of any securities. The “Glossary of Investment Terms”
includes descriptions of investment terms throughout the Prospectus.
8½Janus Detroit Street Trust
The
Fund may borrow to the extent permitted by the 1940 Act. At times, the Fund may
be required to segregate or earmark certain assets determined to be liquid by
the Adviser to cover borrowings.
REITS
and Real Estate-Related Securities
The
Fund invests in equity securities of real estate-related entities. Such
companies may include those in the real estate industry or real estate-related
industries. These securities may include common stocks, preferred stocks, and
other securities, including, but not limited to mortgage-backed securities, real
estate-related securities, securities of real estate investment trusts (“REITs”)
and REIT-like entities (such as real estate operating companies (“REOCs”)). For
purposes of the Fund’s principal investment strategies, companies in real
estate-related industries are U.S. companies at the time of investment
(i) that derive at least 50% of their revenue from ownership, construction,
extraction, financing, management, operation, sales or development of real
estate; (ii) that have at least 50% of their book value (balance sheet) in
real estate assets; or (iii) where the market value of real estate holdings
is greater than 50% of enterprise value.
A
REIT is an entity that invests in real estate-related projects, such as
properties, mortgage loans, and construction loans. REITs are often categorized
as equity REITs, mortgage REITs and hybrid REITs. An equity REIT, the most
common type of REIT, invests primarily in the fee ownership of land and
buildings. An equity REIT derives its income primarily from rental income but
may also realize capital gains or losses by selling real estate properties in
its portfolio that have appreciated or depreciated in value. A mortgage REIT
invests primarily in mortgages on real estate, which may secure construction,
development, or long-term loans. A mortgage REIT generally derives its income
from interest payments on the credit it has extended. A hybrid REIT combines the
characteristics of equity REITs and mortgage REITs, generally by holding both
ownership interests and mortgage interests in real estate.
Similar
to REITs, REOCs are publicly-traded real estate companies that typically engage
in the development, management or financing of real estate, such as
homebuilders, hotel management companies, land developers and brokers. REOCs,
however, have not elected (or are not eligible) to be taxed as a REIT. The
reasons for not making such an election include the (i) availability of
tax‑loss carry-forwards, (ii) operation in non‑REIT‑qualifying lines of
business, and (iii) ability to retain earnings. Instead, REOCs are
generally structured as “C” corporations under the Internal Revenue Code of
1986, as amended, and, as a result, are not required to distribute any portion
of their income. In this regard, although REOCs do not receive the same
favorable tax treatment that is accorded to REITs, REOCs are typically subject
to fewer restrictions than REITS, including the ability to retain and/or
reinvest funds from operations and more flexibility in terms of the real estate
investments they can make.
Cash
Position
The
Fund may not always stay fully invested. For example, when the portfolio
managers believe that market conditions are unfavorable for investing, or when
they are otherwise unable to locate attractive investment opportunities, the
Fund’s cash or similar investments, such as commercial paper, repurchase
agreements and other short-duration fixed-income securities, and/or affiliated
or non‑affiliated money market funds (or unregistered cash management pooled
investment vehicles that operate as money market funds), may increase. When the
Fund’s investments in cash or similar investments increase, it may not
participate in market advances or declines to the same extent that it would if
the Fund remained more fully invested. To the extent the Fund invests its
uninvested cash through a sweep program (meaning its uninvested cash is pooled
with uninvested cash of other funds and invested in certain securities such as
repurchase agreements), it is subject to the risks of the account or fund into
which it is investing, including liquidity issues that may delay the Fund from
accessing its cash.
In
addition, the Fund may temporarily increase its cash position under certain
unusual circumstances, such as to protect its assets or maintain liquidity
in certain circumstances to meet unusually large redemptions. The Fund’s cash
position may also increase temporarily due to unusually large cash inflows.
Under unusual circumstances such as these, the Fund may invest up to 100% of its
assets in cash or similar investments. In this case, the Fund may take positions
that are inconsistent with its investment policies. As a result, the Fund may
not achieve its investment objective.
Exchange-Traded
Funds
The
Fund may invest in ETFs, including affiliated ETFs. ETFs are typically open‑end
investment companies that are traded on a national securities exchange. ETFs
typically incur fees, such as investment advisory fees and other operating
expenses that are separate from those of the Fund, which will be indirectly paid
by the Fund. As a result, the cost of investing in the Fund may be higher than
the cost of investing directly in the underlying ETFs and may be higher than
other ETFs or mutual funds that invest directly in stocks and bonds. Since ETFs
are traded on an exchange at market prices that may vary from the NAV of their
underlying investments, there may be times when ETFs trade at a premium or
discount. In the case of affiliated ETFs, unless
9½Janus Detroit Street Trust
waived,
the Adviser will earn fees both from the Fund and from the underlying ETF, with
respect to assets of the Fund invested in the underlying ETF. The Fund is also
subject to the risks associated with the securities in which the ETF
invests.
Forward
Contracts
Forward
contracts are contracts to purchase or sell a specified amount of a financial
instrument for an agreed upon price at a specified time. Forward contracts are
not currently exchange-traded and are typically negotiated on an individual
basis. The Fund may only enter into forward currency contracts to hedge against
declines in the value of securities denominated in, or whose value is tied to, a
currency other than the U.S. dollar or to reduce the impact of currency
appreciation on purchases of such securities.
Futures
Contracts
Futures
contracts are contracts that obligate the buyer to receive and the seller to
deliver an instrument or money at a specified price on a specified date. The
Fund may only buy and sell futures contracts on foreign currencies to hedge
against declines in the value of securities denominated in, or whose value is
tied to, a currency other than the U.S. dollar or to reduce the impact of
currency appreciation on purchases of such securities. Futures contracts are
standardized and traded on designated exchanges.
Illiquid
Investments
The
Fund will not acquire any illiquid investment if, immediately after the
acquisition, the Fund would have invested more than 15% of its net assets in
illiquid investments that are assets. An illiquid investment is any investment
that the Fund reasonably expects cannot be sold or disposed of in current market
conditions in seven calendar days or less without the sale or disposition
significantly changing the market value of the investment.
Initial
Public Offerings and Secondary Offerings
The
Fund may purchase shares issued as part of, or a short period after, a company’s
IPO, and may at times dispose of those shares shortly after their acquisition.
An IPO is the first sale of stock by a private company to the public. IPOs are
often issued by smaller, younger companies seeking the capital to expand, but
can also be done by large privately-owned companies looking to become publicly
traded. The Fund may also purchase shares in offerings made by companies that
are publicly traded (“secondary offerings”). Secondary offerings may be made by
companies for a number of reasons, including as part of a refinancing, to raise
capital for growth, and/or to provide existing shareholders with a way to
register and sell restricted shares.
Leverage
The
Fund does not intend to use leverage for investment purposes. Leverage occurs
when the Fund increases its assets available for investment using when-issued,
delayed delivery, or forward commitment transactions, or other similar
transactions. In addition, other investment techniques, such as certain
derivative transactions, can create a leveraging effect.
Portfolio
Turnover
Portfolio
turnover rates are generally not a factor in making buy and sell decisions.
Changes may be made to the Fund’s portfolio, consistent with the Fund’s
investment objective and policies, when the portfolio managers believe such
changes are in the best interests of the Fund and its shareholders. Short-term
transactions may result from the purchase of a security in anticipation of
relatively short-term gains, liquidity needs, securities having reached a price
or yield objective, changes in interest rates or the credit standing of an
issuer, or by reason of economic or other developments not foreseen at the time
of the initial investment decision. The Fund may also sell one security and
simultaneously purchase the same or a comparable security to take advantage of
short-term differentials in bond yields or securities prices. Portfolio turnover
is affected by market conditions, changes in the size of the Fund (including due
to purchases and redemptions of Creation Units), the nature of the Fund’s
investments, and the investment style of the portfolio managers.
Increased
portfolio turnover may result in higher costs for brokerage commissions, dealer
mark‑ups, and other transaction costs, and may also result in taxable capital
gains. Higher costs associated with increased portfolio turnover also may have a
negative effect on the Fund’s performance. The “Financial Highlights” section of
this Prospectus shows the Fund’s historical turnover rates.
Securities
Lending
The
Fund may seek to earn additional income through lending its securities to
certain qualified broker-dealers and institutions on a short-term or long-term
basis, in an amount equal to up to one‑third of its total assets as determined
at the time of the loan origination. When the Fund lends its securities, it
receives collateral (including cash collateral), at least equal to the value of
securities loaned. The Fund may earn income by investing this collateral in one
or more affiliated or non‑affiliated cash management vehicles or in time
deposits. It is also possible that, due to a decline in the value of a cash
management vehicle in which collateral is invested, the Fund may lose money.
Securities lending involves a risk of loss because the borrower may fail to
return the securities in a timely manner or at all. If the Fund lends its
securities and is unable to recover the securities loaned, it
10½Janus Detroit Street Trust
may
sell the collateral and purchase a replacement security in the market. Lending
securities entails a risk of loss to the Fund if and to the extent that the
market value of the loaned securities increases and the collateral is not
increased accordingly. Any cash received as collateral for loaned securities
will be invested in an affiliated cash management vehicle or time deposits. This
investment is subject to market appreciation or depreciation and the Fund will
bear any loss on the investment of its cash collateral. In certain
circumstances, individual loan transactions could yield negative returns. The
Adviser intends to manage a portion of the cash collateral in an affiliated cash
management vehicle and will receive an investment advisory fee for managing such
assets.
Special
Situations
The
Fund may invest in companies that demonstrate special situations or turnarounds,
meaning companies that have experienced significant business problems but are
believed to have favorable prospects for recovery. For example, a special
situation or turnaround may arise when, in the opinion of the Fund’s portfolio
managers and/or investment personnel, the securities of a particular issuer will
be recognized as undervalued by the market and appreciate in value due to a
specific development with respect to that issuer. Special situations may include
significant changes in a company’s allocation of its existing capital, a
restructuring of assets, or a redirection of free cash flow. For example,
issuers undergoing significant capital changes may include companies involved in
spin-offs, sales of divisions, mergers or acquisitions, companies involved in
bankruptcy proceedings, or companies initiating large changes in their debt to
equity ratio. Companies that are redirecting cash flows may be reducing debt,
repurchasing shares, or paying dividends. Special situations may also result
from: (i) significant changes in industry structure through regulatory
developments or shifts in competition; (ii) a new or improved product,
service, operation, or technological advance; (iii) changes in senior
management or other extraordinary corporate event; (iv) differences in
market supply of and demand for the security; or (v) significant changes in
cost structure. Investments in “special situations” companies can present
greater risks than investments in companies not experiencing special situations,
and the Fund’s performance could be adversely impacted if the securities
selected decline in value or fail to appreciate in value.
The
value of your investment will vary over time, sometimes significantly, and you
may lose money by investing in the Fund. The following information is intended
to help you better understand some of the risks of investing in the Fund. The
impact of the following risks on the Fund may vary depending on the Fund’s
investments. The greater the Fund’s investment in a particular security, the
greater the Fund’s exposure to the risks associated with that security. Before
investing in the Fund, you should consider carefully the risks that you assume
when investing in the Fund.
Affiliated Underlying
Fund Risk. The
Adviser may invest in certain affiliated ETFs as investments for the Fund. The
Adviser will generally receive fees for managing such funds, in addition to the
fees paid to the Adviser by the Fund. The payment of such fees by affiliated
funds creates a conflict of interest when selecting affiliated funds for
investment in the Fund. The Adviser, however, is a fiduciary to the Fund and its
shareholders and is legally obligated to act in its best interest when selecting
affiliated funds. In addition, the Adviser has contractually agreed to waive
and/or reimburse a portion of the Fund’s management fee in an amount equal to
the management fee it earns as an investment adviser to any of the affiliated
ETFs with respect to the Fund’s investment in such ETF, less certain operating
expenses.
Cash Transaction
Risk. The Fund may require all APs to purchase Creation
Units in cash when the portfolio managers believe it is in the best interest of
the Fund. Cash purchases may cause the Fund to incur portfolio transaction fees
or charges or delays in investing the cash that it would otherwise not incur if
a purchase was made on an in‑kind basis. To the extent the Fund determines to
effect a Creation Unit redemption on a cash basis, it may be less tax‑efficient
for the Fund compared to an in‑kind redemption and may cause the Fund to incur
portfolio transaction fees or charges it would not otherwise incur with an
in‑kind redemption, to the extent such fees or charges are not offset by the
redemption transaction fee paid by APs. In addition, the Fund’s use of cash
transactions may result in wider bid‑ask spreads in Fund shares trading in the
secondary market as compared to ETFs that transact exclusively on an in‑kind
basis.
Concentration
Risk. Because the Fund
concentrates its assets in the U.S. real estate industry and real
estate-related industries, an investment in the Fund will be closely linked to
performance of the real estate markets. Unanticipated economic, legal, cultural,
political, or other developments may cause property values to decline, REIT
prices may drop, and changes in federal or state tax laws may affect the value
of the securities held by the Fund. Real estate-related companies are also
generally sensitive to interest rates, cash flow of underlying real estate
assets, supply and demand, and management skill and creditworthiness of the
issuer. The Fund’s NAV may fluctuate more than those of a fund that does not
concentrate its investments.
11½Janus Detroit Street Trust
While
the Fund will not invest in real property directly, the Fund may be subject to
risks similar to those associated with the direct ownership of real property (in
addition to securities market risks). These risks include, but are not limited
to, declines in the value of real property, risks related to general and local
economic conditions, dependency on management skill, heavy cash flow dependency,
adverse changes in the operations of any property or the financial condition of
any tenant, possible lack of availability of mortgage funds, overbuilding,
extended vacancies of properties, increased competition, increases in property
taxes and operating expenses, changes in zoning laws, losses due to costs
resulting from the clean‑up of environmental problems, liability to third
parties for damages resulting from environmental problems, casualty or
condemnation losses, limitations on rents, changes in neighborhood values and in
appeal of properties to tenants, and changes in interest rates.
Derivatives
Risk. Derivatives can be volatile and involve risks in
addition to the risks of the underlying referenced securities or asset. Gains or
losses from a derivative investment can be substantially greater than the
derivative’s original cost, and can therefore involve leverage. Leverage may
cause the Fund to be more volatile than if it had not used leverage because
leverage can exaggerate the effect of any increase or decrease in the value of
securities and other instruments held by the Fund.
The
Fund uses derivatives only for currency hedging purposes related to investments
in securities of Canadian issuers. Derivatives can be complex instruments and
may involve analysis that differs from that required for other investment types
used by the Fund. If the value of a derivative does not correlate well with the
particular market or other asset class to which the derivative is intended to
provide exposure, the derivative may not produce the anticipated result.
Derivatives can also reduce the opportunity for gain or result in losses by
offsetting positive returns in other investments. Derivatives entail the risk
that the counterparty will default on its payment obligations. If the
counterparty to a derivative transaction defaults, the Fund would risk the loss
of the net amount of the payments that it contractually is entitled to
receive.
• |
|
Currency
Futures Risk. Currency futures are similar to
forward foreign currency exchange contracts, and pose similar risks,
except that futures contracts are standardized, exchange-traded contracts
while forward foreign currency exchange contracts are traded in the
over‑the‑counter market. The use of currency futures contracts may
substantially change the Fund’s exposure to currency exchange rates and
could result in losses to the Fund if currencies do not perform as
anticipated. Currency markets generally are not as regulated as securities
markets. In addition, currency rates may fluctuate significantly over
short periods of time, and can reduce returns. Currency futures may also
involve leverage risk. |
• |
|
Forward Foreign
Currency Exchange Contract Risk. Forward foreign
currency exchange contracts (“forward currency contracts”) involve the
risk that unanticipated changes in currency prices may negatively impact
the Fund’s performance. Moreover, there may be an imperfect correlation
between the Fund’s portfolio holdings of securities quoted or denominated
in a particular currency and any forward currency contracts entered into
by the Fund, which will expose the Fund to risk of foreign exchange loss.
The trading markets for forward currency contracts offer less protection
against defaults than trading in currency instruments on an exchange.
Because a forward currency contract is not guaranteed by an exchange or
clearinghouse, a default on the contract could result in losses to the
Fund and may force the Fund to cover its purchase or sale commitments, if
any, at the current market price. In addition, forward currency contract
markets can experience periods of illiquidity, which could prevent the
Fund from divesting of a forward currency contract at the optimal time and
may adversely affect the Fund’s returns and NAV. |
Exchange-Traded Funds
Risk. The Fund may invest in
ETFs, including affiliated ETFs. ETFs are typically open‑end investment
companies, which may seek to track the performance of a specific index or be
actively managed. ETFs are traded on a national securities exchange at market
prices that may vary from the NAV of their underlying investments. Accordingly,
there may be times when an ETF trades at a premium or discount to its NAV. When
the Fund invests in an ETF, in addition to directly bearing the expenses
associated with its own operations, it will bear a pro rata portion of the ETF’s
expenses. As a result, the cost of investing in the Fund may be higher than the
cost of investing directly in the underlying ETFs and may be higher than other
ETFs or mutual funds that invest directly in stocks and bonds. ETFs also involve
the risk that an active trading market for an ETF’s shares may not develop or be
maintained. Similarly, because the value of ETF shares depends on the demand in
the market, the Fund may not be able to purchase or sell an ETF at the most
optimal time, which could adversely affect the Fund’s performance. In addition,
ETFs that track particular indices may be unable to match the performance of
such underlying indices due to the temporary unavailability of certain index
securities in the secondary market or other factors, such as discrepancies with
respect to the weighting of securities.
The
ETFs in which the Fund invests are subject to specific risks, depending on the
investment strategy of the ETF. In turn, the Fund will be subject to
substantially the same risks as those associated with direct exposure to the
securities or commodities
12½Janus Detroit Street Trust
held
by the ETF. Because the Fund may invest in a broad range of ETFs, such risks may
include, but are not limited to, leverage risk, foreign exposure risk, and
commodity-linked investments risk.
Industry and Sector
Risk. Industry and sector risk is the possibility that
a group of related securities will decline in price due to industry-specific or
economic sector-specific developments. Companies in the same or similar
industries and economic sectors may share common characteristics and are more
likely to react similarly to industry-specific market or economic developments.
The Fund’s investments in multiple companies in a particular industry or
economic sector may increase the Fund’s exposure to industry and sector
risk.
• |
|
Real Estate
Sector Risk. The Fund’s investments in securities
issued by companies in the real estate sector and companies related to the
real estate sector, including REITs, may be affected by the risks
associated with investments, such as: fluctuations in the value of the
underlying properties; defaults by borrowers or tenants; market
saturation; changes in general and local economic conditions; decreases in
market rates for rents; changes in the availability, cost, and terms of
mortgage funds; increases in competition, property taxes, capital
expenditures, or operating expenses; environmental liabilities;
management’s skill and the creditworthiness of the issuer; and other
economic, political, or regulatory occurrences, including the impact of
changes in environmental laws. |
Inflation
Risk. Inflation creates uncertainty over the future
real value of an investment (the value after adjusting for inflation). The real
value of certain assets or real income from investments will be less in the
future as inflation decreases the value of money. As inflation increases, the
present value of the Fund’s assets and distributions may decline. This risk is
more prevalent with respect to debt securities held by the Fund. Inflation rates
may change frequently and drastically as a result of various factors, including
unexpected shifts in the domestic or global economy. Moreover, the Fund’s
investments may not keep pace with inflation, which may result in losses to Fund
shareholders or adversely affect the real value of shareholders’ investment in
the Fund. Fund shareholders’ expectation of future inflation can also impact the
current value of the Fund’s portfolio, resulting in lower asset values and
potential losses. This risk may be elevated compared to historical market
conditions because of recent monetary policy measures and the current interest
rate environment.
Initial Public
Offering and Secondary Offering Risk. The Fund’s
purchase of shares issued in an IPO exposes it to the risks associated with
companies that have little operating history as public companies, as well as to
the risks inherent in those sectors of the market where these new issuers
operate. Attractive IPOs are often oversubscribed and may not be available to
the Fund or may be available only in very limited quantities. The market for IPO
issuers has been volatile and share prices of newly public companies have
fluctuated up and down significantly over short periods of time. There can be no
assurance that the Fund will identify favorable IPO investment opportunities. In
addition, under certain market conditions, a relatively small number of
companies may issue securities in IPOs. As the Fund increases in size, the
impact of IPOs on its performance will generally decrease.
The
Fund may purchase shares in secondary offerings. Secondary offerings may expose
the Fund to some of the risks of IPOs. Participation in secondary offerings may
have a magnified impact on the performance of a fund to the extent it has a
small asset base and the fund may not experience similar performance as its
assets grow. Secondary offering shares frequently are volatile in price. As a
result, the Fund may hold secondary offering shares for a very short period of
time. This may increase the portfolio turnover rate of the Fund and may lead to
increased expenses for the Fund, such as commissions and transaction costs. In
addition, secondary offering shares can experience an immediate drop in value if
the demand for the securities does not continue to support the offering
price.
Market
Risk. The value of the Fund’s portfolio may decrease if
the value of one or more issuers in the Fund’s portfolio decreases. Further,
regardless of how well individual companies or securities perform, the value of
the Fund’s portfolio could also decrease if there are deteriorating economic or
market conditions, including, but not limited to, a general decline in prices on
the stock markets, a general decline in real estate markets, a decline in
commodities prices, or if the market favors different types of securities than
the types of securities in which the Fund invests. If the value of the Fund’s
portfolio decreases, the Fund’s NAV will also decrease, which means if you sell
your shares in the Fund you may lose money. Market risk may affect a single
issuer, industry, economic sector, or the market as a whole.
The
increasing interconnectivity between global economies and financial markets
increases the likelihood that events or conditions in one region or financial
market may adversely impact issuers in a different country, region or financial
market. Social, political, economic and other conditions and events, such as
natural disasters, health emergencies (e.g., epidemics and pandemics),
terrorism, conflicts, including related sanctions, and social unrest, could
reduce consumer demand or economic
13½Janus Detroit Street Trust
output,
result in market closures, travel restrictions and/or quarantines, and generally
have a significant impact on the global economies and financial markets.
• |
|
COVID‑19
Pandemic. The effects of COVID‑19 have
contributed to increased volatility in global financial markets and have
affected and may continue to affect certain countries, regions, issuers,
industries and market sectors more dramatically than others. These
conditions and events could have a significant impact on the Fund and its
investments, the Fund’s ability to meet redemption requests, and the
processes and operations of the Fund’s service providers, including the
Adviser. |
• |
|
Russia/Ukraine
Invasion. Russia launched a large-scale invasion
of Ukraine on February 24, 2022. The extent and duration of the
military action, resulting sanctions and resulting future market
disruptions in the region are impossible to predict, but could be
significant and have a severe adverse effect on the region, including
significant negative impacts on the economy and the markets for certain
securities and commodities, such as oil and natural gas, as well as other
sectors. |
Market Trading
Risk. The Fund is subject to secondary market trading
risks. Shares of the Fund are listed for trading on an exchange; however, there
can be no guarantee that an active trading market for such shares will develop
or continue. Shares of the Fund may be listed or traded on U.S. and foreign
exchanges other than the Fund’s primary U.S. listing exchange. There can be no
guarantee that the Fund’s shares will continue trading on any exchange or in any
market or that the Fund’s shares will continue to meet the listing or trading
requirements of any exchange or market. The Fund’s shares may experience higher
trading volumes on one exchange as compared to another and investors are subject
to the execution and settlement risks of the market where their broker directs
trades.
Secondary
market trading in the Fund’s shares may be halted by an exchange because of
market conditions. Pursuant to exchange or market rules, trading in the Fund’s
shares on an exchange or in any market may be subject to trading halts caused by
extraordinary market volatility. There can be no guarantee that the Fund’s
exchange listing or ability to trade its shares will continue or remain
unchanged. In the event the Fund ceases to be listed on an exchange, the Fund
may cease operating as an “exchange-traded” fund and operate as a mutual fund,
provided that shareholders are given advance notice.
Shares
of the Fund may trade on an exchange at prices at, above, or below their most
recent NAV. The per share NAV of the Fund is calculated at the end of each
business day, as described below, and fluctuates with changes in the market
value of the Fund’s holdings. The trading prices of the Fund’s shares fluctuate
continuously throughout the trading day based on market supply and demand, and
may not closely track NAV. The trading prices of the Fund’s shares may differ
significantly from NAV during periods of market volatility, which may, among
other factors, lead to the Fund’s shares trading at a premium or discount to
NAV.
Buying
or selling the Fund’s shares on an exchange may require the payment of brokerage
commissions. In addition, you may also incur the cost of the spread (the
difference between the bid price and the ask price). The commission is
frequently a fixed amount and may be a significant cost for investors seeking to
buy or sell small amounts of shares. The spread varies over time for shares of
the Fund based on its trading volume and market liquidity, and is generally less
if the Fund has more trading volume and market liquidity and more if the Fund
has less trading volume and market liquidity. Due to the costs inherent in
buying or selling the Fund’s shares, frequent trading may detract significantly
from investment returns. Investment in the Fund’s shares may not be advisable
for investors who expect to engage in frequent trading.
Money Market Fund
Investment Risk. The Fund may have cash balances that
have not been invested in portfolio securities, which may be used to purchase
shares of affiliated or non‑affiliated money market funds, or cash management
pooled investment vehicles that operate as money market funds, as part of a cash
sweep program. By investing in a money market fund, the Fund will be exposed to
the investment risks of the money market fund in direct proportion to such
investment. The money market fund may not achieve its investment objective and
the Fund may lose money. To the extent the Fund transacts in instruments such as
derivatives, the Fund may hold investments, which may be significant, in money
market fund shares to cover its obligations resulting from the Fund’s
investments in derivatives. An investment in a money market fund is not a bank
deposit and is not insured or guaranteed by any bank, the Federal Deposit
Insurance Corporation or any other government agency. There can be no assurance
that a money market fund will maintain a $1.00 per share NAV at all times.
Factors that could adversely affect the value of a money market fund’s shares
include, among other things, a sharp rise in interest rates, an illiquid market
for the securities held by the money market fund, a high volume of redemption
activity in a fund’s shares, and a credit event or credit rating downgrade
affecting one or more of the issuers of securities held by the money market
fund. In addition, the failure of even an unrelated money market fund to
maintain a stable NAV could create a widespread risk of increased redemption
pressures on all money market funds, potentially jeopardizing the stability of
their NAVs. Certain money
14½Janus Detroit Street Trust
market
funds have in the past failed to maintain stable NAVs, and there can be no
assurance that such failures and resulting redemption pressures will not impact
money market funds in the future.
Rules
adopted by the Securities and Exchange Commission (the “SEC”) require, among
other things, certain money market funds to cause transactions in shares of
these funds to be effected using a fund’s NAV per share calculated out to the
fourth decimal point (e.g., $1.0000 instead of $1.00). “Government Money Market
Funds” and “Retail Money Market Funds” as defined in Rule 2a‑7 under the
Investment Company Act of 1940, as amended, are not subject to the floating NAV
requirements. In addition, certain money market funds may impose a fee upon sale
of shares or may temporarily suspend the ability to sell shares of the money
market fund if the money market fund’s liquidity falls below required minimums
because of market conditions or other factors.
There
can be no assurance that the Fund’s investments in money market funds are not
adversely affected by reforms to money market regulation that may be adopted by
the SEC or other regulatory authorities.
In
addition to the fees and expenses that the Fund directly bears, the Fund
indirectly bears the fees and expenses of any money market fund in which it
invests.
Operational
Risk. An investment in the Fund can involve operational
risks arising from factors such as processing errors, human errors, inadequate
or failed internal or external processes, failures in systems and technology,
changes in key personnel, technology and/or service providers, and errors caused
by third party service providers. Among other things, these errors or failures,
as well as other technological issues, may adversely affect the Fund’s ability
to calculate its NAV, process fund orders, execute portfolio trades, or perform
other essential tasks in a timely manner, including over a potentially extended
period of time. These errors or failures may also result in a loss or compromise
of information, regulatory scrutiny, reputational damage or other events, any of
which could have a material adverse effect on the Fund. Implementation of
business continuity plans by the Fund, the Adviser or third-party service
providers in response to disruptive events such as natural disasters, epidemics
and pandemics, terrorism, conflicts and social unrest may increase these
operational risks to the Fund. While the Fund seeks to minimize such events
through internal controls and oversight of third-party service providers, there
is no guarantee that the Fund will not suffer losses if such events occur.
Portfolio Management
Risk. The Fund is an actively managed investment
portfolio and is therefore subject to the risk that the investment strategies
and research process employed for the Fund may fail to achieve its investment
objective or produce the intended results. The Fund may underperform its
benchmark index or other funds with similar investment objectives. Because the
Fund invests substantially all of its assets in equity securities, it is subject
to risks such as market risk and real estate securities risk.
REIT
Risk. The Fund may be subject to the additional risks
associated with REITs and REIT-like investments. REITs and REIT-like entities
are subject to heavy cash flow dependency to allow them to make distributions to
their shareholders. The prices of equity REITs are affected by changes in the
value of the underlying property owned by the REITs, changes in capital markets
and interest rates, management skill in running a REIT, and the creditworthiness
of the REIT. The prices of mortgage REITs are affected by the quality of any
credit they extend, the creditworthiness of the mortgages they hold, as well as
by the value of the property that secures the mortgages. In addition, mortgage
REITs (similar to direct investments in mortgage-backed securities) are subject
to prepayment risk. Equity REITs and mortgage REITs are subject to heavy cash
flow dependency, defaults by borrowers, and self-liquidation. There is also the
risk that borrowers under mortgages held by a REIT or lessees of a property that
a REIT owns may be unable to meet their obligations to the REIT. In the event of
a default by a borrower or lessee, the REIT may incur substantial costs
associated with protecting its investments. While equity REITs and mortgage
REITs may provide exposure to a large number of properties, such properties may
be concentrated in a particular industry, region, or housing type, making such
investments more vulnerable to unfavorable developments to economic or market
events. Certain “special purpose” REITs in which the Fund may invest focus their
assets in specific real property sectors, such as hotels, shopping malls,
nursing homes, or warehouses, and are therefore subject to the specific risks
associated with adverse developments in these sectors. The Fund’s shareholders
will indirectly bear their proportionate share of the REIT’s expenses, in
addition to their proportionate share of the Fund’s expenses. The value of
investments in REOCs will generally be affected by the same factors that
adversely affect REIT investments; however, REOCs may also be adversely affected
by income streams derived from businesses other than real estate
ownership.
Additionally,
a REIT that fails to comply with federal tax requirements affecting REITs may be
subject to federal income taxation, or the federal tax requirement that a REIT
distribute substantially all of its net income to its shareholders may result
in
15½Janus Detroit Street Trust
a
REIT having insufficient capital for future expenditures. REITs are also subject
to certain provisions under federal tax law and the failure of a company to
qualify as a REIT could have adverse consequences for the Fund, including
significantly reducing the return to the Fund on its investment in such
company.
Risk of Investing in
Canada. The Fund may invest up to 15% of its net assets
in securities of Canadian issuers. Investments in Canadian issuers may subject
the Fund to regulatory, political, currency, security and economic risk specific
to Canada. Among other things, the Canadian economy is heavily dependent on
relationships with certain key trading partners, including the U.S. and China.
The Canadian economy is sensitive to fluctuations in certain commodity
markets.
Trading Issues
Risk. Although Fund shares are listed for trading on
the Exchange, there can be no assurance that an active trading market for such
shares will develop or be maintained. Trading in Fund shares may be halted due
to market conditions or for reasons that, in the view of the Exchange, make
trading in shares inadvisable. In addition, trading in shares is subject to
trading halts caused by extraordinary market volatility pursuant to the Exchange
“circuit breaker” rules. There can be no assurance that the requirements of the
Exchange necessary to maintain the listing of the Fund will continue to be met
or will remain unchanged or that the shares will trade with any volume, or at
all. In addition, during periods of significant volatility, the liquidity of the
underlying securities held by the Fund may affect the Fund’s trading prices.
During a “flash crash,” the market prices of the Fund’s shares may decline
suddenly and significantly. Such a decline may not reflect the performance of
the portfolio securities held by the Fund. Flash crashes may cause APs and other
market makers to limit or cease trading in the Fund’s shares for temporary or
longer periods. Shareholders could suffer significant losses to the extent that
they sell shares at these temporarily low market prices.
Transaction and
Spread Risk. Investors buying or selling Fund shares in
the secondary market will pay brokerage commissions or other charges imposed by
brokers as determined by that broker. Brokerage commissions can be a fixed
amount and may be a significant proportional cost for investors seeking to buy
or sell relatively small amounts of shares. In addition, secondary market
investors will also incur the cost of the difference between the price that an
investor is willing to pay for shares (the “bid” price) and the price at which
an investor is willing to sell shares (the “ask” price). This difference in bid
and ask prices is often referred to as the “spread” or “bid/ask spread.” The
bid/ask spread varies over time for shares based on trading volume and market
liquidity, and is generally lower if the Fund’s shares have more trading volume
and market liquidity and higher if the Fund’s shares have little trading volume
and market liquidity. Further, increased market volatility and trading halts
affecting any of the Fund’s portfolio securities may cause increased bid/ask
spreads. Due to the costs of buying or selling shares, including bid/ask
spreads, frequent trading of shares may significantly reduce investment results
and an investment in shares may not be advisable for investors who anticipate
regularly making small investments.
16½Janus Detroit Street Trust
MANAGEMENT OF THE FUND
Janus
Henderson Investors US LLC (the “Adviser”), 151 Detroit Street, Denver, Colorado
80206-4805, is the investment adviser to the Fund. The Adviser is
responsible for the day‑to‑day management of the Fund’s investment portfolio and
furnishes continuous advice and recommendations concerning the Fund’s
investments. The Adviser also provides certain administration and other services
and is responsible for other business affairs of the Fund.
The
Adviser (together with its predecessors and affiliates) has served as investment
adviser to Janus Henderson mutual funds since 1970 and currently serves as
investment adviser to all of the Janus Henderson mutual funds, as well as the
Janus Henderson exchange-traded funds, acts as subadviser for a number of
private-label mutual funds, and provides separate account advisory services for
institutional accounts and other unregistered products.
The
Fund may rely on SEC exemptive and no action relief that permits the Adviser,
subject to the approval of the Trustees, to appoint or replace affiliated and
unaffiliated subadvisers to manage all or a portion of the Fund’s assets and
enter into, amend, or terminate such subadvisory agreements without obtaining
shareholder approval (a “manager-of-managers structure”).
Pursuant
to the relief, the Adviser, with the approval of the Trustees, has the ultimate
responsibility, subject to oversight by the Board, to oversee subadvisers and
recommend their hiring, termination and replacement. The Adviser, subject to the
review and oversight of the Trustees, has responsibility to: set the Fund’s
overall investment strategy; evaluate, select and recommend subadvisers to
manage all or a portion of the Fund’s assets; and implement procedures
reasonably designed to ensure that each subadviser complies with the Fund’s
investment goal, policies and restrictions. Subject to review and oversight by
the Trustees, under the manager‑of‑managers structure, the Adviser will allocate
and, when appropriate, reallocate the Fund’s assets among subadvisers and
monitor and evaluate the subadvisers’ performance. The relief also permits the
Fund to disclose subadvisers’ fees only in the aggregate in the SAI. In the
event that the Adviser hires a new subadviser pursuant to the
manager‑of‑managers structure, the Fund would provide shareholders with
information about the new subadviser and subadvisory agreement within 90
days.
The
Trustees and the initial shareholder of the Fund have approved the use of a
manager‑of‑managers structure for the Fund.
The
Fund uses a unitary fee structure, under which the Fund pays the Adviser a
“Management Fee” in return for providing certain investment advisory,
supervisory, and administrative services to the Fund, including the costs of
transfer agency, custody, fund administration, legal, audit, and other services.
The Adviser’s fee structure is designed to pay substantially all of the Fund’s
expenses. However, the Fund bears other expenses which are not covered under the
Management Fee which may vary and affect the total level of expenses paid by
shareholders, such as distribution fees (if any), brokerage expenses or
commissions, interest and dividends (including those relating to short positions
(if any)), taxes, litigation expenses, acquired fund fees and expenses (if any),
and extraordinary expenses.
The
Fund’s Management Fee is calculated daily and paid monthly. The Fund’s advisory
agreement details the Management Fee and other expenses that the Fund must
pay.
The
following table reflects the Fund’s contractual Management Fee rate (expressed
as an annual rate). The rates shown are fixed rates based on the Fund’s daily
net assets.
|
|
|
|
|
| |
Fund Name |
|
Daily
Net Assets
of the Fund |
|
Contractual
Management Fee (%)
(annual
rate) |
|
Janus
Henderson U.S. Real Estate ETF |
|
$0‑$250 Million
Next $750 Million
Over
$1 Billion |
|
|
0.65 0.60 0.50 |
|
For
the fiscal year ended October 31, 2022, the aggregate fee paid to the
Adviser, as a percentage of average net assets, was 0.65%. A discussion
regarding the basis for the Trustees’ approval of the Fund’s investment advisory
agreement is included in the Fund’s semiannual report (for the period ending
April 30) to shareholders. You can request the Fund’s annual or semiannual
reports (as they become available), free of charge, by contacting your
broker-dealer, plan sponsor, or financial intermediary, or by contacting a
representative at 1‑800‑668‑0434. The reports are also available, free of
charge, at janushenderson.com/info.
17½Janus Detroit Street Trust
Expense
Limitation
The
Adviser has contractually agreed to waive and/or reimburse a portion of the
Fund’s management fee in an amount equal to the management fee it earns as an
investment adviser to any affiliated ETFs in which the Fund invests. Pursuant to
this agreement, the waiver amount is equal to the amount of Fund assets invested
in the affiliated ETF, multiplied by an amount equal to the current daily
unitary management fee of the affiliated ETF less certain asset-based operating
fees and expenses incurred on a per‑fund basis and paid by the Adviser with
respect to the affiliated ETF (including, but not limited to custody,
sub‑administration and transfer agency fees). The fee waiver agreement will
remain in effect at least through February 29, 2024. The fee waiver
agreement may be modified or terminated prior to this date only at the
discretion of the Board of Trustees.
Janus
Henderson U.S. Real Estate ETF
Co‑Portfolio
Managers Greg Kuhl and Danny Greenberger jointly share responsibility for the
day‑to‑day management of the Fund, with no limitation on the authority of one
co‑portfolio manager in relation to the other.
Greg
Kuhl, CFA, is Co‑Portfolio Manager of the Fund,
which he has co-managed since inception. He joined Henderson Global Investors
Limited in 2015 as a fund manager. Prior to joining the Adviser, Mr. Kuhl
was Vice President, Global REITs at Brookfield Investment Management from 2011
to 2015, where he was a senior analyst for global long-only and global
long/short strategies focused on property equities across North America, Europe,
and Asia. Mr. Kuhl holds a Bachelor of Business Administration degree in
Finance with a concentration in Psychology from the University of Notre Dame. He
holds the Chartered Financial Analyst designation.
Danny Greenberger
is Co‑Portfolio Manager of the Fund, which he has co-managed since
inception. He joined the Global Property Equities Team at Janus Henderson Group
in 2017 as a fund manager. Prior to joining the Adviser, Mr. Greenberger
was co‑founder and managing director from 2014 at Citrine Investment Group,
where he designed and managed its long/short real estate investment strategy.
Mr. Greenberger holds a Bachelor of Arts degree in Economics from the
University of Michigan.
Information
about the portfolio managers’ compensation structure and other accounts managed,
as well as the aggregate range of their individual ownership in the Fund, is
included in the SAI.
Conflicts
of Interest
The
Adviser manages other funds and numerous other accounts, which may include
separate accounts and other pooled investment vehicles, such as hedge funds.
Side‑by‑side management of multiple accounts, including the management of a cash
collateral pool for securities lending and investing the Janus Henderson funds’
cash, may give rise to conflicts of interest among those accounts, and may
create potential risks, such as the risk that investment activity in one account
may adversely affect another account. For example, short sale activity in an
account could adversely affect the market value of long positions in one or more
other accounts (and vice versa). Side‑by‑side management may raise additional
potential conflicts of interest relating to the allocation of investment
opportunities and the aggregation and allocation of trades.
In
addition, from time to time, the Adviser or its affiliates may, subject to
compliance with applicable law, purchase and hold shares of the Fund for their
own accounts, or may purchase shares of the Fund for the benefit of their
clients, including other Janus Henderson funds. Increasing the Fund’s assets may
enhance the Fund’s profile with financial intermediaries and platforms,
investment flexibility and trading volume. The Adviser and its affiliates
reserve the right, subject to compliance with applicable law, to dispose of at
any time some or all of the shares of the Fund acquired for their own accounts
or for the benefit of their clients. A large sale of Fund shares by the Adviser
or its affiliates could significantly reduce the asset size of the Fund, which
might have an adverse effect on the Fund’s investment flexibility or trading
volume. The Adviser considers the effect of redemptions on the Fund and other
shareholders in deciding whether to dispose of its shares of the Fund.
The
Adviser believes it has appropriately designed and implemented policies and
procedures to mitigate these and other potential conflicts of interest. A
further discussion of potential conflicts of interest and policies and
procedures intended to mitigate them is contained in the Fund’s SAI.
18½Janus Detroit Street Trust
OTHER INFORMATION
Creation
Units for the Fund are distributed by ALPS Distributors, Inc. (the
“Distributor”), which is a member of the Financial Industry Regulatory
Authority, Inc. (“FINRA”). To obtain information about FINRA member firms and
their associated persons, you may contact FINRA at www.finra.org, or
1‑800‑289‑9999.
19½Janus Detroit Street Trust
DIVIDENDS, DISTRIBUTIONS AND TAXES
To
avoid taxation of the Fund, the Internal Revenue Code of 1986, as amended (the
“Internal Revenue Code”), requires the Fund to distribute all or substantially
all of its net investment income and any net capital gains realized on its
investments at least annually.
Distribution
Schedule
Dividends
from net investment income are generally declared and distributed to
shareholders quarterly. Distributions of net capital gains are declared and
distributed at least annually. Dividends may be declared and paid more
frequently to comply with the distribution requirements of the Internal Revenue
Code. The date you receive your distribution may vary depending on how your
intermediary processes trades. Dividend payments are made through Depository
Trust Company (“DTC”) participants and indirect participants to beneficial
owners then of record with proceeds received from the Fund. Please consult your financial intermediary for
details.
How
Distributions Affect the Fund’s NAV
Distributions
are paid to shareholders as of the record date of a distribution of the Fund,
regardless of how long the shares have been held. Undistributed income and net
capital gains are included in the Fund’s daily NAV. The Fund’s NAV drops by the
amount of the distribution, net of any subsequent market fluctuations. For
example, assume that on December 31, the Fund declared a dividend in the
amount of $0.25 per share. If the Fund’s NAV was $10.00 on December 30, the
Fund’s NAV on December 31 would be $9.75, barring market fluctuations. You
should be aware that distributions from a taxable fund do not increase the value
of your investment and may create income tax obligations.
No
dividend reinvestment service is provided by the Trust. Financial intermediaries
may make available the DTC book-entry Dividend Reinvestment Service for use by
beneficial owners of Fund shares for reinvestment of their dividend
distributions. Beneficial owners should contact their financial intermediary to
determine the availability and costs of the service and the details of
participation therein. Financial intermediaries may require beneficial owners to
adhere to specific procedures and timetables. If this service is available and
used, dividend distributions of both income and net capital gains will be
automatically reinvested in additional whole shares of the Fund purchased in the
secondary market.
As
with any investment, you should consider the tax consequences of investing in
the Fund. The following is a general discussion of certain federal income tax
consequences of investing in the Fund. The discussion does not apply to
qualified tax‑advantaged accounts or other non‑taxable entities, nor is it a
complete analysis of the federal income tax implications of investing in the
Fund. You should consult your tax adviser regarding the effect that an
investment in the Fund may have on your particular tax situation, including the
federal, state, local, and foreign tax consequences of your
investment.
Taxes
on Distributions
Distributions
by the Fund are subject to federal income tax, regardless of whether the
distribution is made in cash or reinvested in additional shares of the Fund.
Distributions from net investment income (which includes dividends, interest,
and realized net short-term capital gains), other than qualified dividend
income, are taxable to shareholders as ordinary income. Distributions of
qualified dividend income are taxed to individuals and other noncorporate
shareholders at long-term capital gain rates, provided certain holding period
and other requirements are satisfied.
Dividends
received from REITs, certain foreign corporations, and income received “in lieu
of” dividends in a securities lending transaction generally will not constitute
qualified dividend income. Distributions of net capital gain (i.e., the excess
of net long-term capital gain over net short-term capital loss) are taxable as
long-term capital gain, regardless of how long a shareholder has held Fund
shares. Individuals, trusts, and estates whose income exceeds certain threshold
amounts are subject to an additional 3.8% Medicare contribution tax on net
investment income. Net investment income includes dividends paid by the Fund and
capital gains from any sale or exchange of Fund shares. The Fund’s net
investment income and capital gains are distributed to (and may be taxable to)
those persons who are shareholders of the Fund at the record date of such
payments. Although the Fund’s total net income and net realized gain are the
results of its operations, the per share amount distributed or taxable to
shareholders is affected by the number of Fund shares outstanding at the record
date. Distributions declared to shareholders of record in October, November, or
December and paid on or before January 31 of the succeeding year will be
treated for federal income tax purposes as if received by shareholders on
December 31 of the year in which the distribution was declared. Generally,
account tax information will be made available to shareholders on or before
February 15 of each year. Information regarding distributions may also be
reported to the Internal Revenue Service (“IRS”).
20½Janus Detroit Street Trust
Taxes
on Sales
Any
time you sell the shares of the Fund in a taxable account, it is considered a
taxable event. Depending on the purchase price and the sale price, you may have
a gain or loss on the transaction. The gain or loss will generally be treated as
a long-term capital gain or loss if you held your shares for more than one year
and if not held for such period, as a short-term capital gain or loss. Any tax
liabilities generated by your transactions are your responsibility.
U.S.
federal income tax withholding may be required on all distributions payable to
shareholders who fail to provide their correct taxpayer identification number,
fail to make certain required certifications, or who have been notified by the
IRS that they are subject to backup withholding. The current backup withholding
rate is applied.
For
shares purchased and sold from a taxable account, your intermediary will report
cost basis information to you and to the IRS. Your financial intermediary will
permit shareholders to elect their preferred cost basis method. In the absence
of an election, your cost basis method will be your financial intermediary’s
default method, which is often the average cost method. Please consult your tax
adviser to determine the appropriate cost basis method for your particular tax
situation and to learn more about how the cost basis reporting laws apply to you
and your investments.
Taxation
of the Fund
Dividends,
interest, and some capital gains received by the Fund on foreign securities may
be subject to foreign tax withholding or other foreign taxes.
Certain
fund transactions may involve futures, options, swap agreements, hedged
investments, and other similar transactions, and may be subject to special
provisions of the Internal Revenue Code that, among other things, can
potentially affect the character, amount, and timing of distributions to
shareholders, and utilization of capital loss carryforwards. The Fund will
monitor its transactions and may make certain tax elections and use certain
investment strategies where applicable in order to mitigate the effect of these
tax provisions, if possible.
The
Fund does not expect to pay any federal income or excise taxes because it
intends to meet certain requirements of the Internal Revenue Code, including the
distribution each year of substantially all its net investment income and net
capital gains. It is important for the Fund to meet these requirements so that
any earnings on your investment will not be subject to federal income taxes
twice. If the Fund invests in a partnership, however, it may be subject to state
tax liabilities.
If
the Fund redeems Creation Units in cash, it may recognize more capital gains
than it will if it redeems Creation Units in‑kind.
For additional information, see the “Income
Dividends, Capital Gains Distributions, and Tax Status” section of the SAI.
21½Janus Detroit Street Trust
SHAREHOLDER’S
GUIDE
The
Fund issues or redeems its shares at NAV per share only in Creation Units.
Shares of the Fund are listed for trading on a national securities exchange and
trade on the secondary market during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly traded companies.
There is no minimum investment. When buying or selling Fund shares through a
broker, you will incur customary brokerage commissions and charges, and you may
pay some or all of the spread between the bid and offered price in the secondary
market on each purchase and sale transaction. Fund shares are traded on the
Exchange under the trading symbol JRE. Share prices are reported in dollars and
cents per share.
APs
may acquire Fund shares directly from the Fund, and APs may tender their Fund
shares for redemption directly to the Fund, at NAV per share, only in Creation
Units and in accordance with the procedures described in the Fund’s
SAI.
The
per share NAV of the Fund is computed by dividing the total value of the Fund’s
portfolio, less any liabilities, by the total number of outstanding shares of
the Fund. The Fund’s NAV is calculated as of the close of the trading session of
the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. New York time) each day
that the NYSE is open (“Business Day”). However, the NAV may still be calculated
if trading on the NYSE is restricted, provided there is sufficient pricing
information available for the Fund to value its securities, or as permitted by
the SEC. Foreign securities held by the Fund, as applicable, may be traded on
days and at times when the NYSE is closed and the NAV is therefore not
calculated. Accordingly, the value of the Fund’s holdings may change on days
that are not Business Days in the United States and on which you will not be
able to purchase or sell the Fund’s shares.
Securities
held by the Fund are valued in accordance with policies and procedures
established by the Adviser pursuant to Rule 2a‑5 under the Investment Company
Act of 1940 (the “1940 Act”) and approved by and subject to the oversight of the
Trustees (“Valuation Procedures”). To the extent available, equity securities
(including shares of ETFs) are generally valued at readily available market
quotations, which are (i) the official close prices or (ii) last sale
prices on the primary market or exchange in which the securities trade. Most
fixed-income securities are typically valued using an evaluated bid price
supplied by an Adviser-approved pricing service that is intended to reflect
market value. The evaluated bid price is an evaluation that may consider factors
such as security prices, yields, maturities, and ratings. Certain short-term
instruments maturing within 60 days or less may be valued at amortized cost,
which approximates market value. If a market quotation or evaluated price for a
security is not readily available or is deemed unreliable, or if an event that
is expected to affect the value of the security occurs after the close of the
principal exchange or market on which the security is traded, and before the
close of the NYSE, a fair value of the security will be determined in good faith
by the Adviser pursuant to the Valuation Procedures. Such events include, but
are not limited to: (i) a significant event that may affect the securities
of a single issuer, such as a merger, bankruptcy, or significant issuer-specific
development; (ii) an event that may affect an entire market, such as a
natural disaster or significant governmental action; (iii) a
non‑significant event such as a market closing early or not opening, or a
security trading halt; and (iv) pricing of a non‑valued security and a
restricted or non‑public security. This type of fair valuation may be more
commonly used with foreign equity securities, but it may also be used with,
among other things, thinly-traded domestic securities or fixed-income
securities. Special valuation considerations may apply with respect to “odd‑lot”
fixed-income transactions which, due to their small size, may receive evaluated
prices by pricing services which reflect a large block trade and not what
actually could be obtained for the odd‑lot position. For valuation purposes, if
applicable, quotations of foreign portfolio securities, other assets and
liabilities, and forward contracts stated in foreign currency are generally
translated into U.S. dollar equivalents at the prevailing market rates. The
methodologies employed when fair valuing securities may change from time to
time. Because fair value pricing involves subjective judgments, it is possible
that the fair value determination for a security may be different than the value
that could be realized when selling that security.
The
value of the securities of mutual funds held by the Fund, if any, will be
calculated using the NAV of such mutual funds, and the prospectuses for such
mutual funds explain the circumstances under which they use fair valuation and
the effects of using fair valuation.
All
purchases, sales, or other account activity must be processed through your
financial intermediary or plan sponsor.
22½Janus Detroit Street Trust
|
DISTRIBUTION AND SERVICING FEES |
Distribution
and Shareholder Servicing Plan
The
Trust has adopted a Distribution and Servicing Plan for shares of the Fund
pursuant to Rule 12b‑1 under the 1940 Act (the “Plan”). The Plan permits
compensation in connection with the distribution and marketing of Fund shares
and/or the provision of certain shareholder services. The Plan permits the Fund
to pay the Distributor, or its designee, a fee for the sale and distribution
and/or shareholder servicing of the shares at an annual rate of up to 0.25% of
average daily net assets of the shares of the Fund (“12b‑1 fee”). However,
payment of a 12b‑1 fee has not been authorized at this time.
Under
the terms of the Plan, the Trust is authorized to make payments to the
Distributor or its designee for remittance to retirement plan service providers,
broker-dealers, bank trust departments, financial advisors, and other financial
intermediaries, as compensation for distribution and/or shareholder services
performed by such entities for their customers who are investors in the
Fund.
The
12b‑1 fee may only be imposed or increased when the Trustees determine that it
is in the best interests of shareholders to do so. Because these fees are paid
out of the Fund’s assets on an ongoing basis, to the extent that a fee is
authorized and payments are made, over time they will increase the cost of an
investment in the Fund. The 12b‑1 fee may cost an investor more than other types
of sales charges.
|
PAYMENTS TO FINANCIAL INTERMEDIARIES BY ADVISER OR ITS AFFILIATES |
From
their own assets, the Adviser or its affiliates pay selected brokerage firms or
other financial intermediaries for making certain funds available to their
clients or otherwise distributing, promoting or marketing the funds. The Adviser
or its affiliates also make payments to one or more intermediaries for
information about transactions and holdings in the funds, such as the amount of
fund shares purchased, sold or held through the intermediary and or its
salespersons, the intermediary platform(s) on which shares are transacted and
other information related to the funds. Payments made by the Adviser and its
affiliates may eliminate or reduce trading commissions that the intermediary
would otherwise charge its customers or its salespersons in connection with the
purchase or sale of certain funds. Payment by the Adviser or its affiliates to
eliminate or reduce a trading commission creates an incentive for salespersons
of the intermediary to sell the Janus Henderson funds over other funds for which
a commission would be charged. The amount of these payments is determined from
time to time by the Adviser, may be substantial, and may differ for different
intermediaries. The Adviser may determine to make payments based on any number
of factors or metrics. For example, the Adviser may make payments at year‑end
and/or other intervals in a fixed amount, an amount based upon an intermediary’s
services at defined levels, an amount based upon the total assets represented by
funds subject to arrangements with the intermediary, or an amount based on the
intermediary’s net sales of one or more funds in a year or other period, any of
which arrangements may include an agreed-upon minimum or maximum payment, or any
combination of the foregoing. Payments based primarily on sales create an
incentive to make new sales of shares, while payments based on assets create an
incentive to retain previously sold shares. The Adviser currently maintains
asset-based agreements with certain intermediaries on behalf of the Trust. The
amount of compensation paid by the Adviser varies from intermediary to
intermediary. More information regarding these payments is contained in the
Fund’s SAI.
With
respect to non‑exchange‑traded Janus Henderson funds not offered in this
Prospectus, the Adviser or its affiliates pay fees, from their own assets, to
selected brokerage firms, banks, financial advisors, retirement plan service
providers, and other financial intermediaries that sell the Janus Henderson
funds for distribution, marketing, promotional, or related services, and/or for
providing recordkeeping, subaccounting, transaction processing, and other
shareholder or administrative services (including payments for processing
transactions via National Securities Clearing Corporation (“NSCC”) or other
means) in connection with investments in the Janus Henderson funds. These fees
are in addition to any fees that may be paid by the Janus Henderson funds for
certain of these types of services or other services. Shareholders investing
through an intermediary should consider whether such arrangements exist when
evaluating any recommendations from an intermediary.
In
addition, the Adviser or its affiliates may also share certain marketing
expenses with intermediaries, or pay for or sponsor informational meetings,
seminars, client awareness events, and support for marketing materials, sales
reporting, or business building programs for such intermediaries to raise
awareness of the Janus Henderson funds. The Adviser or its affiliates make
payments to participate in selected intermediary marketing support programs
which may provide the Adviser or its affiliates with one or more of the
following benefits: attendance at sales conferences, participation in meetings
or training sessions, access to or information about intermediary personnel, use
of an intermediary’s marketing and communication infrastructure, fund analysis
tools, data, business planning and strategy sessions with intermediary
personnel, information on industry- or platform-
23½Janus Detroit Street Trust
specific
developments, trends and service providers, and other marketing-related
services. Such payments may be in addition to, or in lieu of, the payments
described above. These payments are intended to promote the sales of Janus
Henderson funds and to reimburse financial intermediaries, directly or
indirectly, for the costs that they or their salespersons incur in connection
with educational seminars, meetings, and training efforts about the Janus
Henderson funds to enable the intermediaries and their salespersons to make
suitable recommendations, provide useful services, and maintain the necessary
infrastructure to make the Janus Henderson funds available to their
customers.
The
receipt of (or prospect of receiving) payments, reimbursements and other forms
of compensation described above may provide a financial intermediary and its
salespersons with an incentive to favor sales of Janus Henderson funds’ shares
over sales of other funds (or non‑mutual fund investments), with respect to
which the financial intermediary does not receive such payments or receives them
in a lower amount. The receipt of these payments may cause certain financial
intermediaries to elevate the prominence of the Janus Henderson funds within
such financial intermediary’s organization by, for example, placement on a list
of preferred or recommended funds and/or the provision of preferential or
enhanced opportunities to promote the Janus Henderson funds in various ways
within such financial intermediary’s organization.
From
time to time, certain financial intermediaries approach the Adviser to request
that the Adviser make contributions to certain charitable organizations. In
these cases, the Adviser’s contribution may result in the financial
intermediary, or its salespersons, recommending Janus Henderson funds over other
funds (or non‑mutual fund investments).
The
payment arrangements described above will not change the price an investor pays
for shares nor the amount that a Janus Henderson fund receives to invest on
behalf of the investor. You should consider whether such arrangements exist when
evaluating any recommendations from an intermediary to purchase or sell shares
of the Fund. Please contact your financial intermediary or plan sponsor for
details on such arrangements.
|
PURCHASING AND SELLING SHARES |
Shares
of the Fund are listed for trading on a national securities exchange during the
trading day. Shares can be bought and sold throughout the trading day like
shares of other publicly traded companies. However, there can be no guarantee
that an active trading market will develop or be maintained, or that the Fund
shares listing will continue or remain unchanged. The Fund does not impose any
minimum investment for shares of the Fund purchased on an exchange. Buying or
selling the Fund’s shares involves certain costs that apply to all securities
transactions. When buying or selling shares of the Fund through a financial
intermediary, you may incur a brokerage commission or other charges determined
by your financial intermediary. Due to these brokerage costs, if any, frequent
trading may detract significantly from investment returns. In addition, you may
also incur the cost of the spread (the difference between the bid price and the
ask price). The commission is frequently a fixed amount and may be a significant
cost for investors seeking to buy or sell small amounts of shares.
Shares
of the Fund may be acquired through the Distributor or redeemed directly with
the Fund only in Creation Units or multiples thereof, as discussed in the
“Creation and Redemption of Creation Units” section of the Fund’s SAI. Once
created, shares of the Fund generally trade in the secondary market in amounts
less than a Creation Unit.
The
Fund’s primary listing exchange is NYSE Arca (the “Exchange”). The Exchange is
open for trading Monday through Friday and is closed on the following holidays:
New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday,
Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
A
Business Day with respect to the Fund is each day the Exchange is open. Orders
from APs to create or redeem Creation Units will only be accepted on a Business
Day. On days when the Exchange closes earlier than normal, the Fund may require
orders to create or redeem Creation Units to be placed earlier in the day. In
addition, to minimize brokerage and other related trading costs associated with
securities that cannot be readily transferred in‑kind, the Fund may establish
early trade cut‑off times for APs to submit orders for Creation Units, in
accordance with the 1940 Act. See the Fund’s SAI for more
information.
In
compliance with the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT
Act”), your financial intermediary is required to verify certain information on
your account application as part of its Anti-Money Laundering Program. You will
be required to provide your full name, date of birth, social security number,
and permanent street address to assist in verifying your identity. You may also
be asked to provide additional documents that may help to establish your
identity. Until verification of your identity is made, your financial
intermediary may temporarily limit additional share purchases. In addition, your
financial intermediary may close an account if it
24½Janus Detroit Street Trust
is
unable to verify your identity. Please contact your financial intermediary if
you need additional assistance when completing your application or additional
information about your financial intermediary’s Anti-Money Laundering
Program.
In
an effort to ensure compliance with this law, the Adviser’s Anti-Money
Laundering Program (the “Program”) provides for the development of internal
practices, procedures and controls, designation of anti-money laundering
compliance officers, an ongoing training program, and an independent audit
function to determine the effectiveness of the Program.
Continuous
Offering
The
method by which Creation Units of shares are created and traded may raise
certain issues under applicable securities laws. Because new Creation Units of
shares are issued and sold by the Fund on an ongoing basis, a “distribution,” as
such term is used in the Securities Act of 1933, as amended (the “Securities
Act”), may occur at any point. Broker-dealers and other persons are cautioned
that some activities on their part may, depending on the circumstances, result
in their being deemed participants in a distribution in a manner which could
render them statutory underwriters and subject them to the prospectus delivery
requirements and liability provisions of the Securities Act. For example, a
broker-dealer firm or its client may be deemed a statutory underwriter if it
takes Creation Units after placing an order with the Distributor, breaks them
down into constituent shares and sells the shares directly to customers or if it
chooses to couple the creation of a supply of new shares with an active selling
effort involving solicitation of secondary market demand for shares. A
determination of whether one is an underwriter for purposes of the Securities
Act must take into account all the facts and circumstances pertaining to the
activities of the broker-dealer or its client in the particular case, and the
examples mentioned above should not be considered a complete description of all
the activities that could lead to a characterization as an
underwriter.
Broker-dealer
firms should also note that dealers who are not “underwriters” but are effecting
transactions in shares, whether or not participating in the distribution of
shares, are generally required to deliver a prospectus. This is because the
prospectus delivery exemption in Section 4(a)(3)(C) of the Securities Act
is not available in respect of such transactions as a result of
Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note
that dealers who are not “underwriters” but are participating in a distribution
(as contrasted with engaging in ordinary secondary market transactions) and thus
dealing with the shares that are part of an unsold allotment within the meaning
of Section 4(a)(3)(C) of the Securities Act, will be unable to take
advantage of the prospectus delivery exemption provided by Section 4(a)(3)
of the Securities Act. For delivery of prospectuses to exchange members, the
prospectus delivery mechanism of Rule 153 under the Securities Act is only
available with respect to transactions on a national exchange.
Book
Entry
Shares
of the Fund are held in book-entry form, which means that no stock certificates
are issued. The DTC or its nominee is the record owner of all outstanding shares
of the Fund and is recognized as the owner of all shares for all purposes.
Investors
owning shares of the Fund are beneficial owners as shown on the records of DTC
or its participants. DTC serves as the securities depository for shares of the
Fund. DTC participants include securities brokers and dealers, banks, trust
companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
shares, you are not entitled to receive physical delivery of stock certificates
or to have shares registered in your name, and you are not considered a
registered owner of shares. Therefore, to exercise any right as an owner of
shares, you must rely upon the procedures of DTC and its participants. These
procedures are the same as those that apply to any other exchange-traded
securities that you hold in book-entry or “street name” form.
Share
Prices
The
trading prices of the Fund’s shares in the secondary market generally differ
from the Fund’s daily NAV per share and are affected by market forces such as
supply and demand, economic conditions, and other factors. Information regarding
the intra‑day net asset value of the Fund is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund’s shares are primarily listed or by market data vendors or other
information providers. The intra‑day net asset value calculations are
estimates of the value of the Fund’s NAV per Fund share based on the current
market value of the securities and/or cash included in the
Fund’s intra‑day net asset value basket. The intra‑day net
asset value does not necessarily reflect the precise composition of the current
portfolio of securities and instruments held by the Fund at a particular point
in time. Additionally, when current pricing is not available for certain
portfolio securities the intra‑day indicative value may not accurately reflect
the current market value of the Fund’s shares or the best possible valuation of
the current portfolio. For example, the intra‑day net asset value is based on
quotes and closing prices from the securities’ local market and may not reflect
events that occur subsequent to the local market’s close. Therefore,
the intra‑day net asset value should not be viewed as a “real-time”
update of the NAV, which is computed only once a day.
The intra‑day net asset value is
25½Janus Detroit Street Trust
generally
determined by using both current market quotations and/or price quotations
obtained from broker-dealers that may trade in the portfolio securities and
instruments included in the Fund’s intra‑day net asset value basket.
The Fund is not involved in, or responsible for, the calculation or
dissemination of the intra‑day net asset value and makes no
representation or warranty as to its accuracy. An inaccuracy in
the intra‑day net asset value could result from various factors,
including the difficulty of pricing portfolio instruments on
an intra‑day basis.
Premiums
and Discounts
There
may be differences between the daily market prices on secondary markets for
shares of the Fund and the Fund’s NAV. NAV is the price per share at which the
Fund issues and redeems shares. See “Pricing of Fund Shares” above. The price
used to calculate market returns (“Market Price”) of the Fund generally is
determined using the midpoint between the highest bid and the lowest offer on
the national securities exchange on which shares of the Fund are primarily
listed for trading, as of the time that the Fund’s NAV is calculated. The Fund’s
Market Price may be at, above, or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The Market
Price of the Fund will fluctuate in accordance with changes in its NAV, as well
as market supply and demand.
Premiums
or discounts are the differences (expressed as a percentage) between the NAV and
the Market Price of the Fund on a given day, generally at the time the NAV is
calculated. A premium is the amount that the Fund is trading above the reported
NAV, expressed as a percentage of the NAV. A discount is the amount that the
Fund is trading below the reported NAV, expressed as a percentage of the NAV. A
discount or premium could be significant. Information regarding the Fund’s
premium/discount to NAV for the most recently completed calendar year and the
most recently completed calendar quarters since that calendar year end (or the
life of the Fund, if shorter) is available at janushenderson.com/performance by
selecting the Fund for additional details.
Bid/Ask
Spread
Investors
purchasing or selling shares of the Fund in the secondary market may incur costs
attributable to the difference between the highest price a buyer is willing to
pay to purchase shares of the Fund (the “bid”) and the lowest price a seller is
willing to accept for shares of the Fund (the “ask”). The spread varies over
time for shares of the Fund based on its trading volume and market liquidity,
and is generally less if the Fund has more trading volume and market liquidity
and more if the Fund has less trading volume and market liquidity. Historical
information regarding the Fund’s spread over various periods of time can be
accessed at janushenderson.com/performance by selecting the Fund for additional
details.
Investments
by Other Investment Companies
The
Trust and Janus Investment Fund are part of the same “group of investment
companies” for purposes of Section 12(d)(1)(G) of the 1940 Act.
Under
the 1940 Act, purchases or acquisitions by the Fund of shares issued by
registered investment companies (including other ETFs) and BDCs and the purchase
or acquisition of Fund shares by registered investment companies, BDCs, and
investment vehicles relying on Section 3(c)(1) or 3(c)(7) of the 1940 Act
are subject to the restrictions set forth in Section 12(d)(1) of the 1940
Act, except where an exemption is available, including as provided in Sections
12(d)(1)(F) and (G) and Rule 12d1‑4 thereunder. Rule 12d1‑4 permits
registered investment companies and BDCs to invest in Fund shares beyond the
limits in Section 12(d)(1)(A), subject to certain terms and conditions,
including that the registered investment company or BDC first enter into a
written agreement with the Trust regarding the terms of the investment, among
other conditions.
Unlike
traditional mutual funds, the frequent trading of Fund shares generally does not
disrupt portfolio management, increase the Fund’s trading costs, lead to
realization of capital gains by the Fund, or otherwise harm Fund shareholders.
The vast majority of trading in Fund shares occurs on the secondary market.
Because these trades do not involve the Fund, they do not harm the Fund or its
shareholders. A few institutional investors, referred to as Authorized
Participants, are authorized to purchase and redeem Fund shares directly with
the Fund in Creation Units. However, Creation Unit transactions that are
effected using securities (i.e., in-kind) do not cause any of the harmful
effects to the issuing fund (as previously noted). However, Creation Unit
transactions effected using cash can potentially subject the Fund and its
shareholders to those harmful effects. As a result, the Fund requires Authorized
Participants to pay transaction fees to cover brokerage and certain related
costs when purchasing or redeeming Creation Units. Those fees are designed to
protect the Fund and its shareholders from the dilutive costs associated with
frequent creation and redemption activity. For these reasons, the Trustees of
the Fund have
26½Janus Detroit Street Trust
determined
that it is not necessary to adopt policies and procedures to detect and deter
frequent trading and market timing of Fund shares. However, the Fund’s policies
and procedures regarding frequent purchases and redemptions may be modified by
the Trustees at any time.
|
FUND WEBSITE & AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION |
Each
Business Day, the Fund’s portfolio holdings information is provided by its
custodian or other agent for dissemination through the facilities of the NSCC
and/or other fee‑based subscription services to NSCC members and/or subscribers
to entities that publish and/or analyze such information in connection with the
process of purchasing or redeeming Creation Units or trading shares of the Fund
in the secondary market. In addition, on each Business Day before commencement
of trading in shares on the Exchange, the Fund will disclose on
janushenderson.com/info the identities and quantities of each portfolio position
held by the Fund that will form the basis for the Fund’s next calculation of the
NAV. The Fund is also required to disclose its complete holdings as an exhibit
to its reports on Form N‑PORT within 60 days of the end of the first and third
fiscal quarters, and in the annual report and semiannual report to Fund
shareholders.
For
additional information on these disclosures and the availability of portfolio
holdings information, please refer to the Fund’s SAI.
|
SHAREHOLDER COMMUNICATIONS |
Statements
and Reports
Your
financial intermediary or plan sponsor is responsible for sending you periodic
statements of all transactions, along with trade confirmations and tax
reporting, as required by applicable law.
Your
financial intermediary or plan sponsor is responsible for providing annual and
semiannual reports, including the financial statements of the Fund. These
reports show the Fund’s investments and the market value of such investments, as
well as other information about the Fund and its operations. Please contact your
financial intermediary or plan sponsor to obtain these reports. The Fund’s
fiscal year ends October 31.
Lost
(Unclaimed/Abandoned) Accounts
It
is important to maintain a correct address for each shareholder. An incorrect
address may cause a shareholder’s account statements and other mailings to be
returned as undeliverable. Based upon statutory requirements for returned mail,
your financial intermediary or plan sponsor is required to attempt to locate the
shareholder or rightful owner of the account. If the financial intermediary or
plan sponsor is unable to locate the shareholder, then the financial
intermediary or plan sponsor is legally obligated to deem the property
“unclaimed” or “abandoned,” and subsequently escheat (or transfer) unclaimed
property (including shares of a fund) to the appropriate state’s unclaimed
property administrator in accordance with statutory requirements. Further, your
account may be deemed “unclaimed” or “abandoned,” and subsequently transferred
to your state of residence if no activity (as defined by that state) occurs
within your account during the time frame specified in your state’s unclaimed
property laws. The shareholder’s last known address of record determines which
state has jurisdiction. Interest or income is not earned on redemption or
distribution check(s) sent to you during the time the check(s) remained
uncashed.
27½Janus Detroit Street Trust
FINANCIAL
HIGHLIGHTS
The
financial highlights table is intended to help you understand the Fund’s
financial performance for each fiscal period shown. Items “Net asset value,
beginning of period” through “Net asset value, end of period” reflect financial
results for a single Fund share. The information for the fiscal periods shown
has been audited by PricewaterhouseCoopers LLP, whose report, along with the
Fund’s financial statements, is included in the Annual Report, which is
available upon request, and incorporated by reference into the SAI.
The
total returns in the table represent the rate that an investor would have earned
(or lost) on an investment in the Fund (assuming reinvestment of all dividends
and distributions).
|
|
|
|
|
|
|
| |
For a
share outstanding during each year or period ended October 31 |
|
2022 |
|
|
2021(1) |
|
Net
Asset Value, Beginning of Period |
|
|
$26.90 |
|
|
|
$25.00 |
|
|
| |
Income/(Loss) from Investment
Operations: |
|
|
|
| |
|
| |
Net
investment income/(loss)(2) |
|
|
0.38 |
|
|
|
0.17 |
|
Net
realized and unrealized gain/(loss) |
|
|
(5.41) |
|
|
|
1.80 |
|
Total
from Investment Operations |
|
|
(5.03) |
|
|
|
1.97 |
|
|
| |
Less Dividends and
Distributions: |
|
|
|
| |
|
| |
Dividends
(from net investment income) |
|
|
(0.48) |
|
|
|
(0.07) |
|
Total
Dividends and Distributions |
|
|
(0.48) |
|
|
|
(0.07) |
|
|
|
|
|
|
|
|
Net
Asset Value, End of Period |
|
|
$21.39 |
|
|
|
$26.90 |
|
|
|
|
|
|
|
|
Total
Return* |
|
|
(18.85)% |
|
|
|
7.90% |
|
Net
asset, End of Period (in thousands) |
|
|
$3,208 |
|
|
|
$11,435 |
|
Average
Net Assets for the Period (in thousands) |
|
|
$8,325 |
|
|
|
$10,790 |
|
Ratios
to Average Net Assets** |
|
|
|
| |
|
| |
Ratio
of Gross Expenses |
|
|
0.65% |
|
|
|
0.65% |
|
Ratio
of Net Investment Income/(Loss) |
|
|
1.46% |
|
|
|
1.84% |
|
Portfolio
Turnover Rate(3) |
|
|
76% |
|
|
|
23% |
|
* |
Total
return not annualized for periods of less than one full
year. |
** |
Annualized
for periods of less than one full year. |
(1) |
Period
from June 22, 2021 (commencement of operations) through
October 31, 2021. |
(2) |
Per
share amounts are calculated based on average shares outstanding during
the year or period. |
(3) |
Portfolio
turnover rate excludes securities received or delivered from in‑kind
processing of creation or redemptions. |
28½Janus Detroit Street Trust
GLOSSARY
OF INVESTMENT TERMS
This
glossary provides a more detailed description of some of the types of
securities, investment strategies, and other instruments in which the Fund may
invest, as well as some general investment terms. The Fund may invest in these
instruments to the extent permitted by its investment objective and policies.
The Fund is not limited by this discussion and may invest in any other types of
instruments not precluded by the policies discussed elsewhere in this
Prospectus.
|
EQUITY AND DEBT SECURITIES |
Bonds
are debt securities issued by a company, municipality, government,
or government agency. The issuer of a bond is required to pay the holder the
amount of the loan (or par value of the bond) at a specified maturity and to
make scheduled interest payments.
Commercial paper
is a short-term debt obligation with a maturity ranging from 1 to
270 days issued by banks, corporations, and other borrowers to investors seeking
to invest idle cash. The Fund may purchase commercial paper issued in private
placements under Section 4(2) of the Securities Act of 1933, as
amended.
Common stocks
are equity securities representing shares of ownership in a
company and usually carry voting rights and earn dividends. Unlike preferred
stock, dividends on common stock are not fixed but are declared at the
discretion of the issuer’s board of directors.
Debt securities
are securities representing money borrowed that must be repaid at
a later date. Such securities have specific maturities and usually a specific
rate of interest or an original purchase discount.
Duration
is a measurement of price sensitivity to interest rate changes.
Unlike average maturity, duration reflects both principal and interest payments.
Generally, the higher the coupon rate on a bond, the lower its duration will be.
The duration of a bond portfolio is calculated by averaging the duration of
bonds held by an underlying fund with each duration “weighted” according to the
percentage of net assets that it represents. Because duration accounts for
interest payments, the Fund’s duration is usually shorter than its average
maturity. Securities with longer durations tend to be more sensitive to changes
in interest rates, and are usually more volatile than securities with shorter
duration. For example, the price of a bond portfolio with an average duration of
five years would be expected to fall approximately 5% if interest rates rose by
one percentage point. The Fund with a longer portfolio duration is more likely
to experience a decrease in its share price as interest rates rise.
Equity securities
generally include domestic and foreign common stocks; preferred
stocks; securities convertible into common stocks or preferred stocks; warrants
to purchase common or preferred stocks; and other securities with equity
characteristics.
Fixed-income
securities are securities that pay a specified rate of return. The
term generally includes short- and long-term government, corporate, and
municipal obligations that pay a specified rate of interest, dividends, or
coupons for a specified period of time. Coupon and dividend rates may be fixed
for the life of the issue or, in the case of adjustable and floating rate
securities, for a shorter period.
Preferred
stocks are equity securities that generally pay dividends at a
specified rate and have preference over common stock in the payment of dividends
and liquidation. Preferred stock generally does not carry voting rights.
Private placements
are securities that are subject to legal and/or contractual
restrictions on their sales. These securities may not be listed on an exchange
and may have no active trading market. As a result of the absence of a public
trading market, the prices of these securities may be more volatile and more
difficult to determine than publicly traded securities and these securities may
involve heightened risk as compared to investments in securities of publicly
traded companies.
Real estate
investment trust (“REIT”) is an
investment trust that operates through the pooled capital of many investors who
buy its shares. Investments are in direct ownership of either income property or
mortgage loans. A REIT may be listed on an exchange or traded
over‑the‑counter.
Restricted securities
are securities acquired through nonpublic transactions that have
limitations on their resale. Restricted securities are unregistered and may only
be resold under certain circumstances as noted in Rule 144A of the Securities
Act of 1933, as amended.
U.S. Government
securities include direct obligations of the U.S. Government that
are supported by its full faith and credit. Treasury bills have initial
maturities of less than one year. Treasury notes have initial maturities of one
to ten years, and Treasury bonds may be issued with any maturity but generally
have maturities of at least ten years. U.S. Government securities also include
indirect obligations of the U.S. Government that are issued by federal agencies
and GSEs. Unlike Treasury securities,
29½Janus Detroit Street Trust
agency
securities generally are not backed by the full faith and credit of the U.S.
Government. Some agency securities are supported by the right of the issuer to
borrow from the Treasury, others are supported by the discretionary authority of
the U.S. Government to purchase the agency’s obligations, and others are
supported only by the credit of the sponsoring agency.
Variable and floating
rate securities have variable or floating rates of interest and,
under certain limited circumstances, may have varying principal amounts.
Variable and floating rate securities pay interest at rates that are adjusted
periodically according to a specified formula, usually with reference to some
interest rate index or market interest rate. The floating rate tends to decrease
the security’s price sensitivity to changes in interest rates.
|
FUTURES, OPTIONS, AND OTHER DERIVATIVES |
Credit default swaps
are a specific kind of counterparty agreement that allows the
transfer of third party credit risk from one party to the other. One party in
the swap is a lender and faces credit risk from a third party, and the
counterparty in the credit default swap
agrees to insure this risk in exchange for regular periodic payments.
Derivatives
are instruments that have a value derived from, or directly linked
to, an underlying asset (stock, bond, commodity, currency, interest rate or
market index). Types of derivatives can include, but are not limited to options,
forward contracts, swaps, and futures contracts.
Forward contracts
are contracts to purchase or sell a specified amount of a
financial instrument for an agreed upon price at a specified time. Forward
contracts are not currently exchange-traded and are typically negotiated on an
individual basis. The Fund may enter into forward currency contracts for
investment purposes or to hedge against declines in the value of securities
denominated in, or whose value is tied to, a currency other than the U.S. dollar
or to reduce the impact of currency appreciation on purchases of such
securities. It may also enter into forward contracts to purchase or sell
securities or other financial indices.
Futures contracts
are contracts that obligate the buyer to receive and the seller to
deliver an instrument or money at a specified price on a specified date. The
Fund may buy and sell futures contracts on foreign currencies, securities, and
financial indices including indices of U.S. Government, foreign government,
equity, or fixed-income securities. The Fund may also buy options on futures
contracts. An option on a futures contract gives the buyer the right, but not
the obligation, to buy or sell a futures contract at a specified price on or
before a specified date. Futures contracts and options on futures are
standardized and traded on designated exchanges.
Indexed/structured
securities are typically short- to intermediate-term debt
securities whose value at maturity or interest rate is linked to currencies,
interest rates, equity securities, indices, commodity prices, or other financial
indicators. Such securities may be positively or negatively indexed (e.g., their
value may increase or decrease if the reference index or instrument
appreciates). Indexed/structured securities may have return characteristics
similar to direct investments in the underlying instruments and may be more
volatile than the underlying instruments.
Interest rate swaps
involve the exchange by two parties of their respective
commitments to pay or receive interest (e.g., an exchange of floating rate
payments for fixed rate payments).
Options
are the right, but not the obligation, to buy or sell a specified
amount of securities or other assets on or before a fixed date at a
predetermined price. The Fund may purchase and write put and call options on
securities, securities indices, and foreign currencies. The Fund may purchase or
write such options individually or in combination.
Participatory notes
are derivative securities which are linked to the performance of
an underlying Indian security and which allow investors to gain market exposure
to Indian securities without trading directly in the local Indian market.
Total return swaps
involve an exchange by two parties in which one party makes
payments based on a set rate, either fixed or variable, while the other party
makes payments based on the return of an underlying asset, which includes both
the income it generates and any capital gains over the payment period. A
fixed-income total return swap may be written on many different kinds of
underlying reference assets, and may include different indices for various kinds
of debt securities (e.g., U.S. investment grade bonds, high-yield bonds, or
emerging market bonds).
30½Janus Detroit Street Trust
|
OTHER INVESTMENTS, STRATEGIES, AND/OR TECHNIQUES |
Cash sweep program
is an arrangement in which the Fund’s uninvested cash balance is
used to purchase shares of affiliated or non‑affiliated money market funds or
cash management pooled investment vehicles that operate pursuant to the
provisions of the Investment Company Act of 1940, as amended (the “1940 Act”)
that govern the operation of money market funds at the end of each day.
Diversification
is a classification given to a fund under the Investment Company
Act of 1940, as amended (the “1940 Act”). Funds are classified as either
diversified or nondiversified. To be classified as diversified under the 1940
Act, a fund may not, with respect to 75% of its total assets, invest more than
5% of its total assets in any issuer and may not own more than 10% of the
outstanding voting securities of an issuer. A fund that is classified as
nondiversified under the 1940 Act, on the other hand, has the flexibility to
take larger positions in securities than a fund that is classified as
diversified. However, because the appreciation or depreciation of a single
security may have a greater impact on the NAV of a fund which is classified as
nondiversified, its share price can be expected to fluctuate more than a
comparable fund which is classified as diversified.
Industry
concentration for purposes under the 1940 Act is the investment of
25% or more of the Fund’s total assets in an industry or group of
industries.
Leverage
is investment exposure which exceeds the initial amount invested.
Leverage occurs when the Fund increases its assets available for investment
using reverse repurchase agreements, derivatives, or other similar transactions.
In addition, other investment techniques, such as short sales , can create a
leveraging effect.
Market capitalization
is the most commonly used measure of the size and value of a
company. It is computed by multiplying the current market price of a share of
the company’s stock by the total number of its shares outstanding. Market
capitalization is an important investment criterion for certain funds, while
others do not emphasize investments in companies of any particular size.
Net long
is a term used to describe when the Fund’s assets committed to
long positions exceed those committed to short positions.
Repurchase agreements
involve the purchase of a security by the Fund and a simultaneous
agreement by the seller (generally a bank or dealer) to repurchase the security
from the Fund at a specified date or upon demand. This technique offers a method
of earning income on idle cash.
Reverse repurchase
agreements involve the sale of a security by the Fund to another
party (generally a bank or dealer) in return for cash and an agreement by the
Fund to buy the security back at a specified price and time. This technique may
be used for investment purposes, which may have a leveraging effect on the
Fund’s portfolio. This technique may also be used for other temporary or
emergency purposes.
When-issued, delayed
delivery, and forward commitment transactions generally involve
the purchase of a security with payment and delivery at some time in the future
– i.e., beyond normal settlement. New issues of stocks and bonds, private
placements, and U.S. Government securities may be sold in this
manner.
31½Janus Detroit Street Trust
This
page intentionally left blank.
32½Janus Detroit Street Trust
This
page intentionally left blank.
You
can make inquiries and request other information, including a Statement of
Additional Information, annual report, or semiannual report (as they become
available), free of charge, by contacting your broker-dealer, plan sponsor, or
financial intermediary, or by contacting a representative at 1‑800‑668‑0434. The
Fund’s Statement of Additional Information and most recent annual and semiannual
reports are also available, free of charge, at janushenderson.com/info.
Additional information about the Fund’s investments is available in the Fund’s
annual and semiannual reports. In the Fund’s annual report, you will find a
discussion of the market conditions and investment strategies that significantly
affected the Fund’s performance during its last fiscal period. Other information
is also available from financial intermediaries that sell shares of the
Fund.
The
Statement of Additional Information provides detailed information about the Fund
and is incorporated into this Prospectus by reference. Reports and other
information about the Fund are available on the Electronic Data Gathering
Analysis and Retrieval (EDGAR) Database on the SEC’s website at
http://www.sec.gov. You may obtain copies of this information, after paying a
duplicating fee, by electronic request at the following e‑mail address:
[email protected].
janushenderson.com/info
151
Detroit Street
Denver,
CO 80206-4805
The
Trust’s Investment Company Act File No. is 811‑23112.