Exhibit 10(j)
FORM OF DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
JANUS INVESTMENT FUND
(S SHARES)
WHEREAS, Janus Investment Fund ("the Trust") engages in business as an
open-end management investment company and is or will be registered as such
under the Investment Company Act of 1940, as amended (the "Act");
WHEREAS, shares of beneficial interest of the Trust are divided into
multiple series ("Funds"), each with one or more classes of shares, one of which
is designated "S Shares" (and additional classes may be added in the future);
WHEREAS, Janus Distributors LLC ("JDI" or "Distributor") serves as the
distributor of S Shares pursuant to an Amended and Restated Distribution
Agreement dated July __ 2009, as amended from time to time, between JDI and the
Trust;
NOW, THEREFORE, the Company hereby adopts on behalf of the Trust with
respect to S Shares of each Fund, and the Distributor hereby agrees to the terms
of, the Plan, in accordance with Rule 12b-1 under the Act on the following terms
and conditions:
1. The Trust shall pay to the Distributor, as the distributor of S Shares,
a fee for distribution and/or servicing of the shares at the rate of up to 0.25%
on an annualized basis of the average daily net assets of S Shares, provided
that, at any time such payment is made, whether or not this Plan continues in
effect, the making thereof will not exceed any applicable restriction imposed by
rules of the Financial Industry Regulatory Authority ("FINRA"). Such fee shall
be calculated and accrued daily and paid on the first business day of each
calendar month for the preceding month or at such intervals as the Trustees
shall determine.
2. The amount set forth in paragraph 1 of this Plan shall be paid for the
Distributor's services as distributor of the S Shares in connection with any
activities or expenses primarily intended to result in the sale and/or servicing
of S Shares, including, but not limited to, payment of compensation, including
incentive compensation, to securities dealers and other financial institutions
and organizations (collectively, the "Service Providers") to obtain various
distribution related and/or administrative services for the investors in S
Shares (including plan participants in the case of qualified plans that invest
in S Shares). These services may include, but are not limited to the following
functions: printing and delivering prospectuses, statements of additional
information, shareholder reports, proxy statements and marketing materials
related to S Shares to prospective and existing investors; providing educational
materials regarding S Shares; providing facilities to answer questions from
prospective and/or existing investors about the Funds; receiving and answering
correspondence; complying with federal and state securities laws pertaining to
the sale of S Shares; assisting investors in completing application forms and
selecting dividend and other accounts options and any other activities for which
"service fees" may be paid under Rule 2830 of the National Association of
Securities Dealers, Inc. ("NASD") Conduct Rules. The Distributor is also
authorized to engage directly in any activities relating to the purposes of this
plan. Payments under the Plan are not tied exclusively to actual distribution
and service expenses, and the payments may exceed distribution and service
expenses actually incurred. The Distributor may retain some or all fees payable
under the Plan in certain
circumstances, including when there is no Service Provider of record or when
qualification standards have not been met by the Service Provider of record.
3. This Plan shall not take effect until it, together with any related
agreements, has been approved by votes of a majority of both (a) the Trustees of
the Trust and (b) those Trustees of the Trust who are not "interested persons"
of the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it
(the "Rule 12b-1 Trustees"), cast in person at a meeting (or meetings) called
for the purpose of voting on this Plan and such related agreements.
4. After approval as set forth in paragraph 3, this Plan shall take effect
as of the date of execution. The Plan shall continue in full force and effect as
to S Shares of each Fund of the Trust for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 3.
5. The Distributor shall provide to the Trustees of the Trust, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
6. This Plan may be terminated as to S Shares of any Fund at any time,
without payment of any penalty, (a) by vote of a majority of the Rule 12b-1
Trustees, or (b) by a vote of a majority of the outstanding voting securities
(as defined in the Act) of S Shares of the Fund.
7. This Plan may not be amended to increase materially the amount of the
fee provided for in paragraph 1 hereof for any Fund unless such amendment is
approved by a vote of a majority of the outstanding voting securities (as
defined in the Act) of S Shares of that Fund and no material amendment to the
Plan shall be made unless approved in the manner provided for approval and
annual renewal in paragraph 3 hereof.
8. While this Plan is in effect, at least 75% of the Trustees must not be
"interested persons" (as defined in the Act) of the Trust and the selection and
nomination of Trustees who are not "interested persons" (as defined by the Act)
of the Trust shall be committed to the discretion of the Trustees who are not
such interested persons.
9. The Trust shall preserve copies of this Plan and any related agreements
and all reports made pursuant to paragraph 5 hereof, for a period of not less
than six years from the date of this Plan, any such agreement or any such
report, as the case may be, the first two years in an easily accessible place.
IN WITNESS WHEREOF, the Trust, on behalf of S Shares of each Fund, and the
Distributor have executed this Distribution and Shareholder Servicing Plan as of
the _____ day of July __, 2009.
JANUS INVESTMENT FUND
By:
----------------------------------------
Name: Robin C. Beery
Title: President and Chief Executive Officer
JANUS DISTRIBUTORS LLC.
By:
----------------------------------------
Name: Dominic Martellaro
Title: President