EXHIBIT 2(C)
SECOND AMENDMENT TO THE BYLAWS OF
JANUS INVESTMENT FUND
Pursuant to the authority granted by Section 3.1 of Janus Investment Fund's
Agreement and Declaration of Trust made the 11th day of February 1986, as
amended, and by unanimous consent of the Trustees dated January 6, 1997 pursuant
to Sections 8.1 and 2.10 of the Bylaws, the Bylaws are amended as follows:
Sections 1.2 and 3.7 are amended and restated in their entirety to read as
follows:
SECTION 1.2. Presiding Officer; Secretary. The Chairman of the
Trustees, or in his absence the Vice Chairman or Chairmen, if any, in the order
of their seniority or as the Trustees shall otherwise determine, or in the
absence of the Chairman or any Vice Chairman, an officer designated by the
Chairman shall preside at each Shareholders' meeting as chairman of the meeting.
In the absence of any such persons, the President shall preside over the
meeting, and in the absence of the President, the Trustees shall designate a
Trustee or officer to preside over the meeting. Unless otherwise provided for by
the Trustees, the Secretary of the Trust shall be the secretary of all meetings
of Shareholders and shall record the minutes thereof.
SECTION 3.7. President. The President shall be the chief
administrative officer of the Trust and, subject to the supervision of the
Chairman, shall have general charge of the operations of the Trust and general
supervision of the personnel of the Trust, and such other powers and duties as
the Trustees or the Chairman shall prescribe. In the absence or disability of
the Chairman, the President shall exercise the powers and duties of the
Chairman, except to the extent that the Trustees shall have delegated such
powers and duties to the Vice Chairman or Chairmen, and except that the
President shall not preside over Shareholders' meetings to the extent that
Section 1.2 provides otherwise, and shall not preside at meetings of the
Trustees if he is not himself a Trustee.
