Janus Henderson Investors Us Llc

Allegations: THE AUDITOR OF THE STATE OF WEST VIRGINIA ("AUDITOR") FILED A SUMMARY ORDER TO CEASE AND DESIST AND NOTICE OF RIGHT TO HEARING AGAINST JANUS HENDERSON US (HOLDINGS) INC. (FKA JANUS CAPITAL GROUP, INC.) AND JANUS HENDERSON INVESTORS US LLC (FKA JANUS CAPITAL MANAGEMENT LLC) (TOGETHER, "JHI"), ALLEGING THE FIRMS PERMITTED A TRADING PRACTICE KNOWN AS "MARKET TIMING" IN THE JHI FAMILY OF MUTUAL FUNDS. Status: Final Sanction Detail: NO SANCTIONS WERE IMPOSED AS A RESULT OF THE SETTLEMENT OF THIS MATTER. PAYMENT WAS FOR REIMBURSEMENT OF THE DIRECT AND INDIRECT COSTS AND EXPENSES OF THE AUDITOR AND ADMINISTRATIVE ASSESSMENT. Summary: IN JANUARY 2015, THE AUDITOR AND JHI SETTLED THE DISPUTE FOR $100,000. AS STIPULATED IN THE CONSENT ORDER, THE SETTLEMENT OCCURRED SOLELY FOR THE PURPOSE OF RESOLVING DISPUTED CLAIMS WITHOUT THE NECESSITY FOR PROTRACTED AND EXPENSIVE LITIGATION AND WITHOUT AN ADMISSION OR CONCESSION OF ANY VIOLATION OF LAW, RULE, OR REGULATION, OR OF ANY OTHER MATTER OF FACT OR LAW, OR OF ANY LIABILITY OF WRONGDOING.

Allegations: JANUS HENDERSON GROUP PLC MADE A LATE DISCLOSURE FILING OF ITS AGGREGATE HOLDINGS (HELD ON BEHALF OF ITS CLIENTS) IN RENEWI PLC (AN ISSUER THAT IS LISTED IN THE NETHERLANDS) AFTER ITS SHAREHOLDING CROSSED THE 3% DISCLOSURE THRESHOLD. Status: Final Sanction Detail: THE AFM IMPOSED A FINE OF 1.7M EUROS (APPROXIMATELY $1,856,893 AS OF APRIL 6, 2023). Summary: ON APRIL 6, 2023, THE AFM IMPOSED AN ADMINISTRATIVE FINE OF 1.7M EUROS ON JANUS HENDERSON GROUP PLC FOR FAILURE TO REPORT ITS AGGREGATE SHAREHOLDING (THAT WAS AGGREGATED FROM HOLDINGS ACROSS THE FIRM) HELD ON BEHALF OF ITS CLIENTS IN RENEWI PLC WITHOUT DELAY FOLLOWING RENEWI PLC'S CHANGE OF HOME MEMBER STATE FROM THE UK TO THE NETHERLANDS IN 2021.

Allegations: THE U.S. SECURITIES AND EXCHANGE COMMISSION ALLEGED THAT JANUS HENDERSON INVESTORS US LLC ("JHIUS") FAILED TO TIMELY DISTRIBUTE ANNUAL AUDITED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") TO CERTAIN INVESTORS IN A PRIVATE FUND THAT IT ADVISED, AND THEREFORE THE FAILURE TO TIMELY DELIVERY AUDITED FINANCIALS FAILURES RESULTED IN VIOLATIONS OF SECTION 206(4) OF THE ADVISERS ACT AND RULE 206(4)-2 THEREUNDER, COMMONLY REFERRED TO AS THE "CUSTODY RULE." Status: Final Sanction Detail: CIVIL MONEY PENALTY OF $150,000 PAYABLE TO THE SEC. WIRE PAID ON 9/15/2022 IN AMOUNT OF $150,001.44. Summary: ON SEPTEMBER 9, 2022, JHIUS WAS THE SUBJECT OF AN ORDER FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION. FOR PURPOSES OF THE ORDER, JHIUS WITHOUT ADMITTING OR DENYING THE FINDINGS WAS FOUND TO HAVE VIOLATED SECTION 206(4) OF THE ADVISERS ACT AND RULE 206(4)-2 THEREUNDER (THE "CUSTODY RULE") BY FAILING TO TIMELY DELIVER AUDITED FINANCIALS TO APPROXIMATELY 10% OF THE JANUS HENDERSON EUROPEAN BEST IDEAS FUND LLC ("EBI FUND") INVESTORS IN 2018, 2019, AND 2020. IN CONSEQUENCE, JHIUS WAS CENSURED, ORDERED TO CEASE AND DESIST AND DIRECTED TO PAY A $150,000 CIVIL MONEY PENALTY. UPON BECOMING AWARE OF THE EVENTS GIVING RISE TO THIS ORDER, JHIUS DISTRIBUTED THE AUDITED FINANCIAL STATEMENTS FOR FISCAL YEARS 2018, 2019 AND 2020 TO THE EBI FUND INVESTORS THAT HAD NOT RECEIVED THEM. IN ADDITION, JHIUS CONFIRMED THAT DELIVERY HAS OTHERWISE OCCURRED SINCE THAT TIME AND IMPLEMENTED ADDITIONAL OVERSIGHT TO PREVENT ANY FUTURE DELAYS IN THE DISTRIBUTION OF AUDITED FINANCIAL STATEMENTS.