Exhibit 1(b)
JANUS INVESTMENT FUND
CERTIFICATE OF AMENDMENT
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The undersigned, being the Secretary of Janus Investment Fund, a trust
with transferable shares of the type commonly called a Massachusetts business
trust (the "Trust"), DOES HEREBY CERTIFY that, pursuant to the authority
conferred upon the Trustees of the Trust by Section 7.3 of the Amended and
Restated Agreement and Declaration of Trust, dated March 18, 2003, as may be
amended from time to time (the "Declaration of Trust"), and by the affirmative
vote of all of the Trustees at a meeting duly called and held on December 2,
2004, the Declaration of Trust is amended as follows:
Section 5.1 of the Declaration of Trust is hereby amended and restated
in its entirety to read as follows:
Section 5.1 Voting Powers. The Shareholders shall have power to vote
only (i) for the election or removal of Trustees as provided in Section
3.1, (ii) with respect to any contract with a Contracting Party as
provided in Section 3.3 as to which Shareholder approval is required by
the 1940 Act, (iii) with respect to any amendment of this Declaration
of Trust to the extent and as provided in Section 7.3, (iv) to the same
extent as the stockholders of a Massachusetts business corporation as
to whether or not a court action, proceeding or claim should or should
not be brought or maintained derivatively or as a class action on
behalf of the Trust or any Series thereof or the Shareholders
(provided, however, that a Shareholder of a particular Series shall not
be entitled to a derivative or class action on behalf of any other
Series (or Shareholder of any other Series) of the Trust) and (v) with
respect to such additional matters relating to the Trust as may be
required by the 1940 Act, this Declaration of Trust, the By-Laws or any
registration of the Trust with the Commission (or any successor agency)
or any state, or as the Trustees may consider necessary or desirable.
There shall be no cumulative voting in the election of Trustees. Shares
may be voted in person or by proxy. Proxies may be given by or on
behalf of a shareholder orally or in writing or pursuant to any
computerized, telephonic, or mechanical data gathering process. A proxy
with respect to Shares held in the name of two or more persons shall be
valid if executed or otherwise given by or on behalf of any one of them
unless at or prior to exercise of the proxy the Trust receives a
specific written notice to the contrary from any one of them. A proxy
purporting to be executed or otherwise given by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest on the
challenger. Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required by law, this
Declaration of Trust or the By-Laws to be taken by Shareholders.
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IN WITNESS WHEREOF, the undersigned has set her hand and seal this 2nd
day of December, 2004.
/s/ Kelley Abbott Howes
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Kelley Abbott Howes, Secretary
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STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
BEFORE ME, the undersigned authority, on this day personally appeared
Kelley Abbott Howes, Secretary of Janus Investment Fund, who, being by me first
duly sworn, stated on her oath that the foregoing document is true and correct
and that she executed the same for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 2nd day of December, 2004.
My Commission Expires: /s/ Lisa A. Neison
6.22.07 ------------------------------------
- --------------------- Notary Public
[Notary Seal]
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