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.
