Securities Exchange Act of 1934
Release No. 34-55835 / May 31, 2007

Administrative Proceeding File No. 3-11590

In the Matter of

Janus Capital Management LLC

Respondent.


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NOTICE OF PROPOSED DISTRIBUTION
PLAN AND OPPORTUNITY TO COMMENT

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted to the Commission a proposed plan ("Distribution Plan") for the distribution of monies placed into a fair fund in the above-captioned matter ("Fair Fund"). On August 18, 2004, in the above-captioned matter, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 and Sections 9(b) and 9(f) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-And-Desist Order ("Order") (Investment Advisers Act of 1940 Release No. 2277, Investment Company Act of 1940 Release No. 26532). Among other things, the Commission's Order authorized and established the Fair Fund at issue.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that they may print a copy of the proposed Distribution Plan from the Commission's public website, www.sec.gov, and JCM's public website, http://www.janus.com. Interested parties may also obtain a written copy of the proposed Distribution Plan by submitting a written request to Jeffrey Oraker, United States Securities and Exchange Commission, 1801 California Street, Suite 1500, Denver, CO 80202. All persons who desire to comment on the Distribution Plan may submit their comments, in writing, no later than July 2, 2007:

  1. to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090;
     
  2. by using the Commission's Internet comment form (http://www.sec.gov/litigation/admin.shtml); or
     
  3. by sending an e-mail to rule-comments@sec.gov.

Please include the appropriate Administrative Proceeding File Number on the subject line. Comments received will be publicly available. Persons should submit only information that they wish to make publicly available.

THE DISTRIBUTION PLAN

The Distribution Plan provides for distribution of the disgorgement and civil penalties paid by Janus Capital Management LLC ("JCM") in this matter to all eligible investors of funds managed by JCM who purchased shares of seven mutual funds, identified below, that were available for sale by JCM's registered representatives during the relevant time periods, identified below ("Eligible Investors"). As set forth in the Distribution Plan, the seven mutual funds and the relevant time periods for each fund are: Adviser International Growth (4/8/02-9/22/03); Adviser Worldwide (4/30/02-9/22/03); Enterprise (6/12/02-9/4/03); High Yield (11/26/02-9/10/03); Mercury (11/7/01-9/4/03); Overseas (11/30/01-9/10/03); and Worldwide (1/28/03-9/10/03). The Fair Fund consists of the $100 million paid by JCM plus any accumulated interest. As proposed in the Distribution Plan, if approved, Eligible Investors would receive a pro rata share of the Fair Fund as calculated by the Independent Distribution Consultant. The pro rata shares of the Fair Fund would be determined based on information contained in JCM's records and calculated by the Independent Distribution Consultant. Eligible Investors would not need to go through a claims process. Under the Distribution Plan, Rust Consulting is proposed to be the Fund Administrator.

For the Commission, by its Secretary, pursuant to delegated authority.

Nancy M. Morris
Secretary

See also Proposed Distribution Plan