Exhibit 5(c)
AMENDMENT TO
JANUS INVESTMENT FUND
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
THIS AMENDMENT is made this 14th day of June, 2006, between JANUS
INVESTMENT FUND, a business trust organized and existing under the laws of the
Commonwealth of Massachusetts (hereinafter called "JIF"), and JANUS DISTRIBUTORS
LLC, a limited liability company organized and existing under the laws of the
State of Delaware (the "Distributor").
W I T N E S S E T H
WHEREAS, the Trust and the Distributor are parties to an Amended and
Restated Distribution Agreement dated June 18, 2002 (the "Agreement");
WHEREAS, the parties desire to amend the Agreement as set forth in
greater detail below;
WHEREAS, pursuant to Section 15 of the Agreement, the Agreement may be
amended in writing signed by each party against which enforcement of the change,
waiver, discharge, or termination is sought;
WHEREAS, the parties have obtained Trustee approval as set forth above,
and the parties agree that a shareholder vote is not required to amend the
Agreement; and
WHEREAS, the effective date of the termination of the Agreement has
been changed to February 1, 2007;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements set forth below, the parties agree to amend the Agreement as follows:
1. Section 14 of the Agreement shall be deleted in its entirety and
replaced with the following:
"14. Duration and Termination of this Agreement. With respect to each
Fund and the Distributor, this Agreement shall become effective as of
the date first written above and unless terminated as provided herein,
shall remain in effect through February 1, 2007, and from year to year
thereafter, but only so long as such continuance is specifically
approved at least annually (a) by a vote of a majority of the Trustees
who are not parties to this agreement or interested persons of any such
party, voting in person at a meeting called for the purpose
of voting on such approval, and (b) by the vote of either a majority of
the Trustees or a majority of the outstanding voting securities of the
Fund. If the continuance of this Agreement is not approved as to a
Fund, the Distributor may continue to render to that Fund the services
described herein in the manner and to the extent permitted by the 1940
Act and the rules and regulations thereunder, and this Agreement shall
continue with respect to those Funds that have approved its
continuance. This Agreement may be terminated by and between an
individual Fund and the Distributor at any time, without the payment of
any penalty (a) on 60 days' written notice, by a vote of a majority of
the Trustees or by a vote of a majority of the outstanding voting
securities of such Fund, or (b) by the Distributor. Without prejudice
to any other remedies of JIF, JIF may terminate this Agreement at any
time immediately on written notice in the event of the Distributor's
failure to fulfill any of its obligations hereunder, including the
termination or suspension of any of the Registrations. This Agreement
will automatically terminate in the event of its assignment.
In interpreting the provisions of this Paragraph 14, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions
of "interested person", "assignment", and "majority of the outstanding
voting securities") shall be applied."
2. The parties acknowledge that the Agreement, as amended, remains in
full force and effect as of the date of this Amendment, and that this Amendment,
together with the Agreement, contains the entire understanding and the full and
complete agreement of the parties and supercedes and replaces any prior
understandings and agreements among the parties respecting the subject matter
hereof.
3. This Amendment may be contemporaneously executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Amendment as of the date first above written.
JANUS DISTRIBUTORS LLC
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer
JANUS INVESTMENT FUND
By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
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Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Vice President and Secretary
