Exhibit 2(d)
THIRD AMENDMENT TO THE BYLAWS OF
JANUS INVESTMENT FUND
Pursuant to the authority granted by Article III, Section 3.2 of Janus
Investment Fund's ("JIF") Xxxxxxx and Restated Agreement and Declaration of
Trust dated January 31, 2002; by Article II, Section 2.10 and Article VIII,
Section 8.1 of JIF's Bylaws, as amended; and by action of the Trustees at a
meeting held September 18, 2002, JIF's Bylaws are amended as follows:
I. The following is added as new Section 3.7 in Article III, and existing
Sections 3.7 through 3.14 are renumbered as Sections 3.8
through 3.15, respectively:
Section 3.7. Chief Executive Officer. Subject to the direction of
the Trustees, the Chief Executive Officer shall have general charge
of the business affairs, policies and property of the Trust and
general supervision over its officers, employees and agents.
Except as the Trustees may otherwise order, the Chief Executive
Officer shall have
the power to grant, issue, execute or sign such powers of attorney,
proxies, agreements, certifications or other
documents as he may deem advisable or necessary in the furtherance
of the interests of the Trust or any Series or
Class thereof. The Chief Executive Officer also shall have the
power to employ attorneys, accountants and other
advisers and agents for the Trust. The Chief Executive Officer
shall exercise such other powers and perform such
other duties as the Trustees may from time to time assign to the Chief
Executive Officer.
II. Article III, Sections 3.1, 3.5 and 3.7 (as renumbered in I. above) are
amended and restated in their entirety as follows:
Section 3.1. Officers of the Trust. The officers of the Trust shall
consist of a Chairman of the Trustees, a Chief
Executive Officer, a President, a Chief Financial Officer, a
Treasurer, and a Secretary, and may include one or more
Vice Chairmen, Vice Presidents, Assistant Treasurers, or
Assistant Secretaries, and such other officers as the
Trustees may designate. Any person may hold more than one office.
Except for the Chairman and any Vice Chairman,
no officer need be a Trustee.
Section 3.5. Chairman of the Trustees. The Trustees shall
appoint one of their number to be Chairman of the
Trustees. The Chairman shall preside at all meetings of the
Trustees and Shareholders and shall have such other
duties as may be assigned to the Chairman by the Trustees from time to
time.
Section 3.7. President. In the Chairman's and any Vice Chairman's
absence or if no Chairman or Vice Chairman has
been appointed, the President shall preside at all Trustees' and
Shareholders' meetings and in general exercise the
powers and perform the duties of the Chairman of the Trustees, as
described in these Bylaws. The President shall
exercise such other powers and perform such other duties as the
Trustees may from time to time assign to the
President.
