EXHIBIT 1(Y)
JANUS INVESTMENT FUND
Certificate of Establishment and
Designation of Janus Fund 2
The undersigned, being the Secretary of Janus Investment Fund, a
Massachusetts business trust with transferable shares (the "Trust"), being duly
authorized by vote of a Majority of the Trustees of the Trust acting pursuant to
Section 6.1(b) and Section 9.3 of the Trust's Agreement and Declaration of Trust
dated February 11, 1986, as now in effect (the "Declaration"), does hereby
establish and designate Janus Fund 2 (in addition to the Funds now existing)
into which the assets of the Trust shall be divided, having the relative rights
and preferences as follows:
1. The beneficial interest in Janus Fund 2 shall be represented by a
separate series of shares of beneficial interest, par value one cent ($.01) per
share (the "Shares"), which series shall bear the name of Janus Fund 2 and which
shares shall represent the beneficial interest only in such Janus Fund 2. An
unlimited number of Shares of such series may be issued.
2. Janus Fund 2 shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the Trust's
then effective registration statement under the Securities Act of 1933 and the
Investment Company Act of 1940, as amended.
3. The Shares of Janus Fund 2 shall have the additional relative rights and
preferences, shall be subject to the liabilities, shall have the other
characteristics, and shall be subject to other powers of the Trustees, all as
set forth in paragraphs (a) through (l) of Section 6.2 of the Declaration.
Without limitation of the foregoing sentence, each Share of such series shall be
redeemable, shall be entitled to one vote, or a ratable fraction of one vote in
respect of a fractional share, as to matters on which Shares of such series
shall be entitled to vote, and shall represent a share of the beneficial
interest in the assets of Janus Fund 2, all as provided in the Declaration.
4. Subject to the provisions and limitations of Section 9.3 of the
Declaration and applicable law, this Certificate of Designation may be amended
by an instrument in writing signed by a Majority of the Trustees (or by an
officer of the Trust pursuant to the vote of a Majority of the Trustees),
provided that, if any amendment adversely affects the rights of the Shareholders
of Janus Fund 2, such amendment may be adopted by an instrument in writing
signed by a Majority of the Trustees (or by an officer of the Trust pursuant to
the vote of a Majority of the Trustees) when authorized to do so by the vote in
accordance with Section 7.1 of the Declaration of the holders of a majority of
all the Shares of Janus Fund 2 outstanding and entitled to vote.
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5. All capitalized terms which are not defined herein shall have the same
meanings as are assigned to those terms in the Declaration filed with the
Secretary of State of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, I have hereunto set my hand as of the day and year set
forth opposite my signature below.
Dated: September 11 , 2000
/s/ Kelley Abbott Howes, Secretary
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ACKNOWLEDGMENT
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, a Massachusetts
business trust, who, after being first duly sworn, stated that she executed the
foregoing document for the consideration therein expressed and in the capacity
therein stated.
SUBSCRIBED AND SWORN TO this 11th day of September, 2000.
My Commission Expires:
7-6-2002 Notary Public
