JANUS CAPITAL GROUP INC (Form: 10-K, Received: 02/27/2012 17:26:59)

Very truly yours,

JANUS CAPITAL GROUP INC.,

[Responsible Officer]

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-15253

Janus Capital Group Inc.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		43-1804048 (I.R.S. Employer Identification No.)
151 Detroit Street, Denver, Colorado (Address of principal executive offices)		80206 (Zip Code)

(303) 333-3863
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered

Common Stock, $ 0.01 Per Share Par Value		New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy of information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of June 30, 2011, the aggregate market value of common equity held by non-affiliates was $1,760,915,086. As of February 22, 2012, there were 188,397,957 shares of the Company's common stock, $0.01 par value per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated herein by reference into Part of the Form 10-K as indicated:


Document		Part of Form 10-K into Which Incorporated
Company's Definitive Proxy Statement for the 2012 Annual Meeting of Stockholders		Part III

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JANUS CAPITAL GROUP INC.
2011 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS

		Page

PART I
Item 1.	Business	2
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosures	10
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	13
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	30
Item 8.	Financial Statements and Supplementary Data	34
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	71
Item 9A.	Controls and Procedures	71
Item 9B.	Other Information	72
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	72
Item 11.	Executive Compensation	72
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	72
Item 13.	Certain Relationships and Related Transactions, and Director Independence	72
Item 14.	Principal Accountant Fees and Services	72
PART IV
Item 15.	Exhibits and Financial Statement Schedules	72
	Signatures	81

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PART I

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, Janus Capital Group Inc. and its subsidiaries (collectively, "JCG" or the "Company") may make other written and oral communications from time to time (including, without limitation, in the Company's 2011 Annual Report to Stockholders) that contain such statements. Forward-looking statements include statements as to industry trends, future expectations of the Company and other matters that do not relate strictly to historical facts and are based on certain assumptions by management. These statements are often identified by the use of words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "should," "estimate" or "continue," and similar expressions or variations. These statements are based on the beliefs and assumptions of Company management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in Part I, Item 1A, Risk Factors, and elsewhere in this report and other documents filed or furnished by JCG from time to time with the Securities and Exchange Commission. JCG cautions readers to carefully consider such factors. Furthermore, such forward-looking statements speak only as of the date on which such statements are made. Except to the extent of the Company's ongoing obligations under applicable securities law and stock exchange rules, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

ITEM 1. BUSINESS

Janus Capital Group Inc. and its subsidiaries (collectively, "JCG" or the "Company") provide investment management, administration, distribution and related services to individual and institutional investors through mutual funds, other pooled investment vehicles, separate accounts and subadvised relationships (collectively referred to as "investment products") in both domestic and international markets. Over the last several years, JCG has expanded its business to become a more diversified manager with increased investment product offerings and distribution capabilities. JCG offers three distinct types of investment advisory services, including fundamental equity (includes growth and core equity, global and international equity, and value investment disciplines), fixed income and mathematical equity, through its three primary subsidiaries, Janus Capital Management LLC ("Janus"), INTECH Investment Management LLC ("INTECH") and Perkins Investment Management LLC ("Perkins"). Each of JCG's primary subsidiaries specializes in specific investment styles and disciplines. JCG's investment products are distributed through three channels: retail intermediary, institutional and international. Each distribution channel focuses on specific investor groups and the unique requirements of each group. As of December 31, 2011, JCG managed $148.2 billion of assets for shareholders, clients and institutions around the globe.

Revenues are generally based upon a percentage of the market value of assets under management and are calculated as a percentage of the daily average asset balance in accordance with contractual agreements. Certain investment products are also subject to performance fees, which vary based on a product's relative performance as compared to a benchmark index and the level of assets subject to such fees. Assets under management primarily consist of domestic and international equity and debt securities. Accordingly, fluctuations in domestic and international financial markets, relative investment performance, sales and redemptions of investment products, and changes in the composition of assets under management are all factors that have a direct effect on JCG's operating results.

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Subsidiaries

Janus

Janus considers itself a leader in U.S. and global equity investing, beginning with the launch of the Janus Fund over 40 years ago. Janus offers growth and core equity, global and international equity, as well as balanced, fixed income and retail money market investment products. Janus' investment teams take a long-term view and use a bottom-up, company-by-company investment approach to gain a differentiated view in the marketplace. Janus believes its depth of research, experienced portfolio managers and analysts, willingness to make concentrated investments when Janus believes it has a research edge and commitment to delivering strong long-term results for its investors differentiate Janus from its competitors.

During 2011, Janus continued to further diversify its business through the build-out of the fixed income franchise, ending 2011 with more than $20 billion of fixed income assets under management for the first time in the Company's history. At December 31, 2011, Janus managed $88.7 billion of long-term assets and $1.5 billion of money market assets, or 61% of total Company assets under management.

INTECH

INTECH has managed institutional portfolios since 1987, establishing one of the industry's longest continuous performance records of mathematical equity investment strategies. INTECH's unique investment process is based on a mathematical theorem that seeks to add value for clients by capitalizing on the volatility in stock price movements. INTECH's goal is to achieve long-term returns that outperform a specified benchmark index while controlling risks and trading costs. At December 31, 2011, INTECH managed $39.9 billion, or 27% of total Company assets under management.

Perkins

Perkins has managed value-disciplined investment products since 1980, focusing on building diversified portfolios of what it believes to be high-quality, undervalued stocks with favorable reward characteristics. With its fundamental research and careful consideration for risk, Perkins has established a reputation as a leading value manager. Perkins offers value-disciplined investment products, including small, mid and large cap and global value investment products. At December 31, 2011, Perkins managed $18.1 billion, or 12% of total Company assets under management.

Distribution Channels

Retail Intermediary Channel

The retail intermediary channel serves financial intermediaries and retirement platforms in the U.S., which include asset managers, banks and trusts, broker-dealers, independent planners, third-party 401(k) administrators and insurance companies. In addition, this channel serves existing individual investors who access JCG's investment products through mutual fund supermarkets.

Assets in the advisory subchannel, a component of the retail intermediary channel, have more than tripled since 2004 and totaled $23.8 billion at December 31, 2011. Significant investments have been made in strengthening the Company's presence in the advisory subchannel over the last several years, doubling the number of external and internal wholesalers, focusing on technology and building out robust home office coverage, including a dedicated analyst relations team. Overall assets in the retail intermediary channel totaled $96.5 billion, or 65% of total Company assets under management, at December 31, 2011.

Institutional Channel

The institutional channel serves corporations, endowments, foundations, Taft-Hartley funds and public fund clients and focuses on distribution direct to the plan sponsor and through consulting relationships. Investors in the institutional channel often rely on advice from third-party consultants. The institutional

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channel operates in the U.S. market. Accordingly, JCG has assembled a consultant relations team dedicated to providing information and services to institutional consultants. Although the current asset base in this channel is weighted heavily toward INTECH's mathematical products, the Company is striving for increased penetration of Janus equity and fixed income strategies as well as Perkins products. Assets in the institutional channel totaled $36.4 billion, or 25% of total Company assets under management, at December 31, 2011.

International Channel

The international channel primarily serves professional retail investors outside of the U.S., including central and local government pension plans, corporate pension plans, multi-managers, insurance companies and private banks. International products are offered through separate accounts, subadvisory relationships and Janus Capital Funds Plc, a Dublin-domiciled trust. During 2011, JCG continued to strategically expand global distribution and product capabilities in the international channel. Assets in the international channel totaled $15.3 billion, or 10% of total Company assets under management, at December 31, 2011.

COMPETITION

The investment management industry is relatively mature and saturated with competitors that provide services similar to JCG. As such, JCG encounters significant competition in all areas of its business. JCG competes with other investment managers, mutual fund advisers, brokerage and investment banking firms, insurance companies, hedge funds, venture capitalists, banks and other financial institutions, many of which are larger, have proprietary access to certain distribution channels, have a broader range of product choices and investment capabilities, and have greater capital resources. Additionally, the marketplace for investment products is rapidly changing; investors are becoming more sophisticated; the demand for and access to investment advice and information are becoming more widespread; and more investors are demanding investment vehicles that are customized to their personal requirements.

JCG believes its ability to successfully compete in the investment management industry will be based on its ability to achieve consistently strong investment performance, provide exceptional client service, build upon its distribution relationships and continue to create new ones, develop new investment products well-suited for its distribution channels and attractive to underlying clients and investors, offer a diverse platform of investment choices and vehicles, provide effective shareowner servicing, retain and strengthen the confidence of its clients, and attract and retain talented investment and sales personnel.

REGULATION

The U.S. Securities and Exchange Commission (the "SEC") is the federal agency generally responsible for administering the U.S. federal securities laws. The investment management industry is subject to extensive federal, state and international laws and regulations intended to benefit or protect the shareholders of investment products such as those managed by JCG's subsidiaries and advisory clients of JCG subsidiaries. The costs of complying with such laws and regulations have significantly increased and may continue to contribute significantly to the costs of doing business as an investment adviser. These laws and regulations generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the conduct of businesses such as JCG's, and to impose sanctions for failure to comply with the laws and regulations. Possible consequences or sanctions for such failure to comply include, but are not limited to, voiding of investment advisory and subadvisory agreements, the suspension of individual employees (particularly investment management and sales personnel), limitations on engaging in certain lines of business for specified periods of time, revocation of registrations, disgorgement of profits, and censures and fines. Further, such laws and regulations may provide the basis for civil litigation that may also result in significant costs and reputational harm to covered entities such as JCG.

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The Investment Advisers Act of 1940

Certain subsidiaries of JCG are registered investment advisers under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and, as such, are regulated by the SEC. The Investment Advisers Act requires registered investment advisers to comply with numerous and pervasive obligations, including, among others, recordkeeping requirements, operational procedures, registration and reporting requirements, and disclosure obligations. Certain subsidiaries of JCG are also registered with regulatory authorities in various states and foreign countries, and thus are subject to the oversight and regulation by such states' and countries' regulatory agencies.

The Investment Company Act of 1940

Certain of JCG's subsidiaries act as adviser or subadviser to both proprietary and nonproprietary mutual funds, which are registered with the SEC pursuant to the Investment Company Act of 1940, as amended (the "1940 Act"). Certain of JCG's subsidiaries also serve as adviser or subadviser to investment products that are not required to be registered under the 1940 Act. As an adviser or subadviser to a registered investment company, these subsidiaries must comply with the requirements of the 1940 Act and related regulations including, among others, requirements relating to operations, fees charged, sales, accounting, recordkeeping, disclosure and governance. In addition, the adviser or subadviser to a registered investment company generally has obligations with respect to the qualification of the registered investment company under the Internal Revenue Code of 1986, as amended (the "Code").

Broker-Dealer Regulations

JCG's limited purpose broker-dealer subsidiary, Janus Distributors LLC ("JD"), is registered with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is a member of the Financial Industry Regulatory Authority ("FINRA"), the securities industry's domestic self-regulatory organization. JD is the general distributor and agent of the sale and distribution of shares of certain mutual funds that are directly advised or serviced by certain of JCG's subsidiaries. The SEC imposes various requirements on JD's operations including disclosure, recordkeeping and accounting. FINRA has established conduct rules for all securities transactions among broker-dealers and private investors, trading rules for the over-the-counter markets and operational rules for its member firms. The SEC and FINRA also impose net capital requirements on registered broker-dealers.

JD is also subject to regulation under state law. The federal securities laws prohibit states from imposing substantive requirements on broker-dealers that exceed those under federal law. This does not preclude the states from imposing registration requirements on broker-dealers that operate within their jurisdiction or from sanctioning these broker-dealers and their employees for engaging in misconduct.

ERISA

Certain JCG subsidiaries are also subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and related regulations to the extent they are considered "fiduciaries" under ERISA with respect to some of their clients. ERISA, related provisions of the Code, and regulations issued by the U.S. Department of Labor impose duties on persons who are fiduciaries under ERISA and prohibit some transactions involving the assets of each ERISA plan that is a client of a JCG subsidiary as well as some transactions by the fiduciaries (and several other related parties) to such plans.

Dodd-Frank Act

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") was signed into law. The Dodd-Frank Act enacted numerous legal and regulatory changes for the financial services industry. Many provisions of the Dodd-Frank Act are subject to rulemaking by the SEC and other agencies and will take effect over several years. The regulations affect, among other things, corporate governance, including proxy access by shareholders and "say-on-pay" with respect to

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executive compensation. The Company will continue to review and evaluate the Dodd-Frank Act and the extent of its impact on its business as the various rules and regulations required for implementation continue to be adopted.

International Regulations

Certain JCG subsidiaries are authorized to conduct investment business in international markets and are subject to foreign regulation. JCG's international subsidiaries are subject to the regulatory supervision and requirements of various agencies, including the Financial Services Authority in the United Kingdom, the Central Bank of Ireland, the Securities and Futures Commission of Hong Kong, the Monetary Authority of Singapore, the Financial Services Agency of Japan, the Commissione Nazionale per le Societa e la Borsa in Italy, the Federal Financial Supervisory Authority of Germany, the Australian Securities and Investments Commission, and the Canadian Provincial Securities Commissions. These regulatory agencies have broad supervisory and disciplinary powers, including, among others, the power to temporarily or permanently revoke the authorization to conduct regulated business, the suspension of registered employees, and censures and fines for both regulated businesses and their registered employees.

Many of the non-U.S. securities exchanges and regulatory authorities have imposed rules (and others may impose rules) relating to capital requirements applicable to JCG's foreign subsidiaries. These rules, which specify minimum capital requirements, are designed to measure general financial integrity and liquidity and require that a minimum amount of assets be kept in relatively liquid form.

EMPLOYEES

As of December 31, 2011, JCG had 1,125 full-time employees. None of these employees are represented by a labor union.

AVAILABLE INFORMATION

Copies of JCG's filings with the SEC can be obtained from the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. Information can be obtained about the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

JCG makes available free of charge its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments thereto as soon as reasonably practical after such filing has been made with the SEC. Reports may be obtained through the Investor Relations section of JCG's website (http://ir.janus.com) or by contacting JCG at (888) 834-2536. The contents of JCG's website are not incorporated herein for any purpose.

JCG's Officer Code of Ethics for Principal Executive Officer and Senior Financial Officers (including its chief executive officer, chief financial officer and controller) (the "Officer Code"); Corporate Code of Business Conduct and Ethics for all employees; corporate governance guidelines; and the charters of key committees of the board of directors (including the Audit, Compensation, Nominating and Corporate Governance, and Planning and Strategy committees) are available on its website (http://ir.janus.com/documents.cfm), and printed copies are available to any shareholder upon request by calling JCG at (888) 834-2536. Any future amendments to or waivers of the Officer Code will be posted to the Investor Relations section of JCG's website.

ADDITIONAL FINANCIAL INFORMATION

See additional financial information about segments and geographical areas in Part II, Item 8, Financial Statements and Supplementary Data, Note 19 — Segment and Geographic Information, of this Annual Report on Form 10-K.

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ITEM 1A. RISK FACTORS

JCG's revenues and profits are primarily dependent on the value, composition and relative investment performance of its investment products.

Any decrease in the value or amount of assets under management will cause a decline in revenues and operating results. Assets under management may decline for various reasons, many of which are not under JCG's control.

Factors that could cause assets under management and revenues to decline include the following:

•: Declines in equity markets. JCG's assets under management are concentrated in the U.S. equity markets and, to a lesser extent, in the international equity markets. As such, declines in the financial markets or the market segments in which JCG's investment products are concentrated will cause assets under management to decrease.
•: Declines in fixed income markets. In the case of fixed income investment products, which invest in high-quality short-term instruments as well as other fixed income securities, the value of the assets may decline as a result of changes in interest rates, available liquidity in the markets in which a security trades, an issuer's actual or perceived creditworthiness, or an issuer's ability to meet its obligations.
•: Redemptions and other withdrawals. Investors, in response to adverse market conditions, inconsistent investment performance, the pursuit of other investment opportunities or other factors, may reduce their investments in specific JCG investment products or in the market segments in which JCG's investment products are concentrated.
•: Operations in international markets. The investment products managed by JCG may have significant investments in international markets that are subject to risk of loss from political or diplomatic developments, government policies, civil unrest, currency fluctuations and changes in legislation related to foreign ownership. International markets, particularly emerging markets, which are often smaller and may not have the liquidity of established markets, may lack established regulations and may experience significantly more volatility than established markets.
•: Relative investment performance. JCG's investment products are often judged on their performance as compared to benchmark indices, peer groups or on an absolute return basis. Any period of underperformance of investment products may result in the loss of existing assets and impact JCG's ability to attract new assets. In addition, approximately 42% of the Company's assets under management at December 31, 2011, are subject to performance fees. Performance fees are based on each product's investment performance as compared to an established benchmark index over a specified period of time. If investment products subject to performance fees underperform their respective benchmark index for a defined period, JCG's revenues and thus results of operations may be adversely impacted. In addition, performance fees subject JCG's revenues to increased volatility.

JCG's results are dependent on its ability to attract and retain key personnel.

The investment management business is highly dependent on the ability to attract, retain and motivate highly skilled and often highly specialized technical, executive, sales and investment management personnel. The market for investment and sales professionals is extremely competitive and is increasingly characterized by the frequent movement of portfolio managers, analysts and salespersons among different firms. Any changes to management structure, shifts in corporate culture, changes to corporate governance authority, or adjustments or reductions to compensation could impact JCG's ability to retain key personnel and could result in legal claims. If JCG is unable to retain key personnel, it could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

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JCG is dependent upon third-party distribution channels to access clients and potential clients.

JCG's ability to market and distribute its investment products is significantly dependent on access to the client base of insurance companies, defined contribution plan administrators, securities firms, broker-dealers, banks and other distribution channels. These companies generally offer their clients various investment products in addition to, and in competition with, JCG. Further, the private account business uses referrals from financial planners, investment advisers and other professionals. JCG cannot be certain that it will continue to have access to these third-party distribution channels or have an opportunity to offer some or all of its investment products through these channels. In addition, JCG's existing relationships with third-party distributors and access to new distributors could be adversely impacted by recent consolidation within the financial services industry. Consolidation may result in increased distribution costs, a reduction in the number of third parties distributing JCG's investment products or increased competition to access third-party distribution channels. The inability to access clients through third-party distribution channels could adversely affect JCG's business prospects, ability to attract and retain assets under management, results of operations and financial condition.

INTECH's investment process is highly dependent on key employees and proprietary software.

INTECH's investment process is based on complex and proprietary mathematical models that seek to outperform various indices by capitalizing on the volatility in stock price movements while controlling trading costs and overall risk relative to the index. The maintenance of such models for current products and the development of new products are highly dependent on certain key INTECH employees. If INTECH is unable to retain key personnel or properly transition key personnel responsibilities to others, or if the mathematical investment strategies fail to produce the intended results, INTECH may not be able to maintain its historical level of investment performance, which could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

The regulatory environment in which JCG operates has changed and may continue to change.

JCG may be adversely affected as a result of new or revised legislation or regulations, or by changes in the interpretation or enforcement of existing laws and regulations. The costs and burdens of compliance with these and other new reporting and operational requirements and regulations have increased significantly and may continue to increase the cost of operating mutual funds and other investment products, which could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition. (See Part I, Item 1, Business — Regulation, of this Annual Report on Form 10-K.)

Any damage to JCG's reputation could harm its business and lead to a loss of assets under management, revenues and net income.

JCG's reputation is critical to the success of its business. If the Company's reputation is harmed, it could impede its ability to attract and retain customers and key personnel, and could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

JCG's business may be vulnerable to failures or breaches in support systems and customer service functions.

The ability to consistently and reliably obtain securities pricing information, process shareowner transactions and provide reports and other customer service to the shareowners of funds and other investment products managed by JCG, as well as the protection of confidential information maintained by the Company, is essential to JCG's operations. Any delays, errors or inaccuracies in obtaining pricing information, JCG's ability to price illiquid or thinly traded securities without readily obtainable market quotes, processing shareowner transactions or providing reports, and any other inadequacies in other customer service functions could alienate customers, result in financial loss and potentially give rise to

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claims against JCG. If this were to occur, it could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

JCG's customer service capabilities as well as JCG's ability to obtain prompt and accurate securities pricing information and to process shareowner transactions and reports are dependent on communication and information systems and services provided by third-party vendors. JCG's established disaster recovery plans could suffer failures or interruptions due to various natural or man-made causes, and the backup procedures and capabilities may not be adequate to avoid extended interruptions. Additionally, JCG places significant reliance on its automated systems, thereby increasing the related risks if such systems were to fail. A failure of these systems could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

In addition, JCG maintains confidential information relating to its clients and business operations. JCG's systems could be infiltrated by unauthorized users or damaged by computer viruses or other malicious software code, or authorized persons could inadvertently or intentionally release confidential or proprietary information. Such disclosure could be detrimental to JCG's reputation and lead to legal claims, regulatory action, increased costs or loss of revenue, among other things.

JCG's business is dependent on investment advisory agreements that are subject to termination, non-renewal or reductions in fees.

JCG derives revenue from investment advisory agreements with mutual funds and other investment products. The termination of or failure to renew one or more of these agreements or the reduction of the fee rates applicable to such agreements could have a material adverse effect on JCG's revenues and profits, and ability to attract and maintain assets under management. With respect to investment advisory agreements with mutual funds, these agreements may be terminated by either party with notice, or terminated in the event of an "assignment" (as defined in the 1940 Act), and must be approved and renewed annually by the independent members of each fund's board of directors or trustees, or its shareowners, as required by law. In addition, the board of directors or trustees of certain funds and separate accounts generally may terminate these investment advisory agreements upon written notice for any reason and without penalty.

JCG's indebtedness could adversely affect its financial condition and results of operations.

JCG's indebtedness could limit its ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt servicing requirements or other purposes. Debt servicing requirements will increase JCG's vulnerability to adverse economic, market and industry conditions; limit JCG's flexibility in planning for or reacting to changes in business operations or to the asset management industry overall; and place JCG at a disadvantage in relation to competitors that have lower debt levels. In addition, all of JCG's outstanding debt, excluding its convertible debt, is subject to an increase in interest rates in the event of a credit rating downgrade by either Standard & Poor's ("S&P") Rating Service or Moody's Investors Service, Inc. ("Moody's"). Certain of JCG's indebtedness is also subject to repurchase at 101% of the principal balance if the Company experiences a change of control, and in connection therewith, the applicable notes become rated below investment grade. (See Part II, Item 8, Financial Statements and Supplementary Data, Note 7 — Debt, of this Annual Report on Form 10-K.) Any or all of the above events and factors could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

JCG is involved in various legal proceedings and regulatory matters and may be involved in such proceedings in the future.

JCG is involved in various matters, including litigation and other regulatory matters, some of which seek specified or unspecified compensatory and punitive damages, and JCG may be involved in additional matters in the future. Any settlement or judgment on the merits of such matters could

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adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

Additionally, JCG has and may in the future receive requests for information in connection with certain investigations or proceedings from various governmental and regulatory authorities. These requests may result in increased costs or reputational harm to the Company, which may cause lower sales and increased redemptions.

JCG operates in a highly competitive environment and its current fee structure may be reduced.

The investment management business is highly competitive and has relatively low barriers to entry. JCG's current fee structure may be subject to downward pressure due to these factors. Moreover, in recent years there has been a trend toward lower fees in the investment management industry. Fee reductions on existing or future new business as well as changes in regulations pertaining to its fee structure could adversely affect JCG's results of operations and financial condition.

JCG has a significant level of goodwill and intangible assets that are subject to annual impairment review.

Goodwill and intangible assets totaled $1.8 billion at December 31, 2011. The value of these assets may not be realized for a variety of reasons, including, but not limited to, significant redemptions, loss of clients and unfavorable economic conditions. JCG has recorded goodwill and intangible asset impairments in the past and could incur similar charges in the future. JCG reviews the carrying value of intangible assets not subject to amortization on an annual basis, or more frequently if indications exist suggesting that the fair value of its intangible assets may be below their carrying value. JCG evaluates the value of intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Should a review indicate impairment, a write-down of the carrying value of the intangible asset could occur, resulting in a non-cash charge that may, in turn, adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

JCG's headquarters are located in Denver, Colorado. JCG leases office space from non-affiliated companies for administrative, investment and shareowner servicing operations in Denver, Glendale and Aurora, Colorado; Chicago, Illinois; Princeton, New Jersey; West Palm Beach, Florida; London; Paris; Milan; Munich; Singapore; Hong Kong; Tokyo; and Melbourne.

In the opinion of management, the space and equipment owned or leased by the Company are adequate for existing operating needs.

ITEM 3. LEGAL PROCEEDINGS

The information set forth in response to Item 103 of Regulation S-K under "Legal Proceedings" is incorporated by reference from Part II, Item 8, Financial Statements and Supplementary Data, Note 16 — Litigation and Other Regulatory Matters, of this Annual Report on Form 10-K.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

JCG Common Stock

JCG's common stock is traded on the New York Stock Exchange ("NYSE") (symbol: JNS). The following table sets forth the high and low sale prices as reported on the NYSE composite tape for each completed quarter since January 1, 2010.

	2011				2010

Quarter	High		Low		High		Low
First	$	14.54	$	11.56	$	15.00	$	11.66
Second	$	12.68	$	8.79	$	15.72	$	8.88
Third	$	10.12	$	5.92	$	11.08	$	8.81
Fourth	$	7.32	$	5.63	$	13.11	$	10.44

The following graph illustrates the cumulative total shareholder return (rounded to the nearest whole dollar) of JCG's common stock over the five-year period ending December 30, 2011, the last trading day of 2011, and compares it to the cumulative total return on the S&P 500 Index and the S&P Diversified Financials Index. The comparison assumes a $100 investment on December 31, 2006, in JCG's common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. This table is not intended to forecast future performance of JCG's common stock.

On December 31, 2011, there were 3,017 holders of record of JCG's common stock.

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The payment of cash dividends is within the discretion of JCG's Board of Directors and will depend on many factors, including, but not limited to, JCG's results of operations, financial condition, capital requirements, restrictions imposed by financing arrangements, general business conditions and legal requirements. On January 24, 2012, JCG's Board of Directors declared a regular quarterly cash dividend of $0.05 per share, which was paid on February 21, 2012, to stockholders of record at the close of business on February 6, 2012. This quarterly rate represents an annualized dividend payout of $0.20 per share of common stock. The following $0.05 per share quarterly cash dividends were paid during 2011:

Record Date		Payment Date

May 2, 2011		May 13, 2011
July 29, 2011		August 12, 2011
October 31, 2011		November 14, 2011

JCG declared an annual $0.04 per share dividend in the second quarter 2010 and 2009.

Common Stock Repurchases

JCG's Board of Directors authorized five separate $500 million share repurchase programs beginning in July 2004 with the most recent authorization in July 2008. As of December 31, 2011, $521.2 million is available under the current authorizations. JCG has not repurchased any of its common stock since 2008. Any repurchases of debt securities or common stock will depend on prevailing market conditions, the Company's liquidity requirements, contractual and legal restrictions, and other factors.

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ITEM 6. SELECTED FINANCIAL DATA

The selected financial data below should be read in conjunction with Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of this Annual Report on Form 10-K and Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

	Year Ended December 31,

	2011			2010			2009			2008			2007
	(dollars in millions, except operating data and per share data)
Income Statement:
Revenues ⁽¹⁾	$	981.9		$	1,015.7		$	848.7		$	1,037.9		$	1,117.0
Operating expenses ⁽²⁾		670.1			734.1			1,526.2			704.8			767.7

Operating income (loss)		311.8			281.6			(677.5	)		333.1			349.3
Interest expense ⁽³⁾		(51.0	)		(63.2	)		(74.0	)		(75.5	)		(58.8	)
Other, net ⁽⁴⁾		(18.1	)		26.6			(4.7	)		(50.8	)		32.4
(Loss) gain on early extinguishment of debt ⁽⁵⁾		(9.9	)		—			5.8			—			—
Income tax provision		(79.4	)		(76.4	)		6.3			(68.8	)		(116.4	)
Equity in earnings of unconsolidated affiliates		—			—			—			9.0			7.2

Income (loss) from continuing operations		153.4			168.6			(744.1	)		147.0			213.7

Discontinued operations ⁽⁶⁾		—			—			—			(1.5	)		(75.7	)

Net income (loss)		153.4			168.6			(744.1	)		145.5			138.0
Noncontrolling interests		(10.5	)		(8.7	)		(13.0	)		(8.6	)		(21.7	)

Net income (loss) attributable to JCG	$	142.9		$	159.9		$	(757.1	)	$	136.9		$	116.3

Basic earnings (loss) per share attributable to JCG common shareholders ⁽⁷⁾
Income (loss) from continuing operations	$	0.78		$	0.89		$	(4.55	)	$	0.87		$	1.09
Discontinued operations		—			—			—			(0.01	)		(0.43	)

Net income (loss)	$	0.78		$	0.89		$	(4.55	)	$	0.86		$	0.66

Diluted earnings (loss) per share attributable to JCG common shareholders ⁽⁷⁾
Income (loss) from continuing operations	$	0.78		$	0.88		$	(4.55	)	$	0.86		$	1.07
Discontinued operations		—			—			—			(0.01	)		(0.42	)

Net income (loss)	$	0.78		$	0.88		$	(4.55	)	$	0.85		$	0.65

Dividends declared per share	$	0.15		$	0.04		$	0.04		$	0.04		$	0.04
Balance Sheet (as of December 31):
Total assets	$	2,644.0		$	2,726.8		$	2,530.3		$	3,336.7		$	3,564.1
Long-term debt	$	595.2		$	586.7		$	792.0		$	1,106.0		$	1,127.7
Other long-term liabilities	$	465.5		$	453.3		$	438.5		$	450.5		$	470.0
Redeemable noncontrolling interests	$	85.4		$	82.8		$	101.1		$	106.8		$	245.8
Operating data (in billions):
Year-end assets under management	$	148.2		$	169.5		$	159.7		$	123.5		$	206.7
Average assets under management	$	162.3		$	160.7		$	134.5		$	174.2		$	190.4
Long-term net flows ⁽⁸⁾	$	(12.2	)	$	(10.8	)	$	0.9		$	(0.6	)	$	9.8

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(1): Revenues generally vary with average assets under management. However, revenues also include performance fees, which vary with relative investment performance and the amount of assets subject to such fees. Beginning in 2007, certain mutual funds became subject to performance fees. Mutual fund performance fees represent up to a positive or negative 15 basis point adjustment to the base management fee. JCG incurred negative $20.9 million of performance fees from mutual funds during the year ended December 31, 2011, as a result of underperformance compared to the mutual funds' respective benchmarks. JCG earned positive $11.0 million and $16.5 million of performance fees from mutual funds during the years ended December 31, 2010 and 2009, respectively, and positive $11.2 million of performance fees from mutual funds during each of the years ended December 31, 2008 and 2007.
(2): Operating expenses include impairments, restructuring, legal fees and settlement costs (net of insurance recoveries). Impairment charges are related to goodwill, mutual fund advisory contracts, terminated investment management relationships with assigned intangible values and facility closures. Impairment charges and legal costs (net of insurance recoveries) totaled $856.7 million and $31.4 million, respectively, in 2009.
(3): In July 2009, JCG completed concurrent common stock and convertible senior notes offerings ("July 2009 issuance of convertible senior notes"). In August 2009, the combined proceeds of the common stock and convertible senior notes offerings, together with available cash, were used to repurchase a $443.3 million aggregate principal amount of the Company's outstanding 2011, 2012 and 2017 senior notes in a tender offer ("August 2009 tender offer"). Interest expense for 2010 declined primarily as a result of the August 2009 tender offer, partially offset by interest expense associated with the July 2009 issuance of convertible senior notes. During the fourth quarter 2010, JCG exercised its call right on the $120.9 million carrying value of the 6.250% Senior Notes and retired the notes in January 2011. Interest expense for 2008 increased from 2007 as a result of issuing $748.4 million of additional debt in 2007.
(4): Net gains (losses) on trading securities of $(7.9) million, $7.1 million, $10.6 million, $(41.1) million and $17.6 million were recognized in earnings for 2011, 2010, 2009, 2008 and 2007, respectively. Net investment gains in 2010 include the $14.3 million cumulative effect of correcting the accounting for JCG's hedge on mutual fund share awards. In addition, JCG recognized impairment charges of $5.2 million on available-for-sale securities in 2009 and $21.0 million and $18.2 million in 2008 and 2007, respectively, associated with structured investment vehicle ("SIV") securities acquired from money market funds advised by Janus in 2007. In the fourth quarter 2010, JCG sold the SIV securities and recognized a $5.8 million net gain. During 2007, JCG classified certain investment securities as trading.
(5): During 2009, JCG recognized a $5.8 million net gain on early extinguishment of debt related to the repurchase of a portion of the Company's outstanding 2011, 2012 and 2017 senior notes in a tender offer. During the first quarter 2011, JCG recognized a $9.9 million net loss on early extinguishment of debt as a result of JCG exercising its call right on the $120.9 million carrying value of the 6.250% Senior Notes which were retired on January 14, 2011. Under the terms of the call, JCG was required to pay the present value of interest that would have been paid if the debt had remained outstanding through scheduled maturity.
(6): During the third quarter 2007, JCG initiated a plan to dispose of Rapid Solutions Group ("RSG"), previously reported as the Printing and Fulfillment segment. The results of discontinued operations for 2007 include impairment charges totaling $67.1 million (net of a $6.2 million tax benefit) to write down the carrying value of RSG to estimated fair value less costs to sell.
(7): Each component of earnings per share presented has been individually rounded.
(8): Long-term net flows represent total Company net sales and redemptions, excluding money market assets. Money market flows have been excluded due to the short-term nature of such investments.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

2011 SUMMARY

JCG finished 2011 with assets under management of $148.2 billion, a decrease of 12.6% from 2010, as a result of long-term net outflows combined with market volatility. Long-term net outflows of $12.2 billion in 2011 were primarily driven by performance challenges in certain fundamental equity investment products.

Five-year investment performance remained strong across all strategies. Short-term investment performance for fundamental equity and fixed income strategies has improved while three-year performance metrics across all strategies have declined.

Net income attributable to JCG for 2011 totaled $142.9 million, or $0.78 per diluted share, compared with net income of $159.9 million, or $0.88 per diluted share, for 2010.

During 2011, JCG made significant progress on a number of strategic priorities, including:

•: Further diversification of the business through continued build-out of the fixed income franchise, with more than $20 billion of fixed income assets under management at the end of 2011, an increase of 35% from 2010.
•: Strategic expansion of distribution capabilities through the build-out of JCG's institutional and international channels.
•: Expansion of product offerings with the launch of approximately $120 million of U.S. and non-U.S. products across the equity, fixed income and alternative disciplines.
•: Achievement of JCG's long-term goal of operating margins in excess of 30%, with full-year operating margin of 31.8%.

Looking forward to 2012, JCG is focused on controlling expenses while continuing to invest in the business for long-term growth as the Company seeks to become more diversified and to continue to increase its global presence. JCG anticipates downward pressure on operating margins in 2012 as a result of expected negative mutual fund performance fees.

INVESTMENT PERFORMANCE

Investment products are generally evaluated based on their investment performance relative to other investment products with similar disciplines and strategies or benchmark indices. JCG's relative investment performance is as follows:

•: 56% of the Company's complex-wide mutual funds have a 4- or 5-star Overall Morningstar Rating ^TM at December 31, 2011.
•: 43%, 34% and 81% of complex-wide mutual fund assets ranked in the top half of their Lipper categories on a one-, three- and five-year total return basis, respectively, as of December 31, 2011.
•: 38%, 38% and 79% of the Company's fundamental equity mutual fund assets ranked in the top half of their Lipper categories on a one-, three- and five-year total return basis, respectively, as of December 31, 2011.
•: 80%, 5% and 100% of the Company's fixed income mutual fund assets ranked in the top half of their Lipper categories on a one-, three- and five-year total return basis, respectively, as of December 31, 2011.

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•: 75%, 43% and 69% of the Company's mathematical equity strategies surpassed their respective benchmarks, net of fees, over the one-, three- and five-year periods, respectively, as of December 31, 2011.

Assets Under Management

Valuation

The value of assets under management is derived from the cash and investment securities underlying JCG's investment products. Investment security values are determined using unadjusted or adjusted quoted market prices and independent third-party price quotes in active markets. For debt securities with maturities of 60 days or less, the amortized cost method is used to determine the value. Securities for which market prices are not readily available or are considered unreliable are internally valued using appropriate methodologies for each security type or by engaging third-party specialists. The value of the vast majority of the securities underlying JCG's investment products is derived from readily available and reliable market price quotations.

The pricing policies for mutual funds advised by JCG's subsidiaries (the "Funds") are established by the Funds' Independent Board of Trustees and are designed to test and validate fair value measurements. Responsibility for pricing securities held within separate and subadvised accounts may be delegated by the separate or subadvised client to JCG or another party.

Assets Under Management and Flows

Total Company assets under management decreased $21.3 billion, or 12.6%, from 2010, as a result of long-term net outflows of $12.2 billion and net market depreciation of $9.1 billion. Long-term net flows represent total Company net sales and redemptions, excluding money market assets.

Fundamental equity long-term net outflows were $12.1 billion in 2011 compared with long-term net outflows of $4.3 billion in 2010. The increase in net outflows was primarily driven by underperformance in fundamental equity and lower demand for active equity strategies.

JCG continued to make progress toward building out its fixed income franchise, with positive long-term net inflows of $4.9 billion in 2011 compared to $4.0 billion in 2010.

Mathematical equity strategies continue to deliver positive relative investment performance, which led to a decline in redemptions in 2011. Mathematical equity long-term net outflows were $5.0 billion in 2011 compared with $10.5 billion in 2010.

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The following table presents the components of JCG's assets under management ( in billions ):

	Year Ended December 31,

	2011			2010			2009
Beginning of period assets	$	169.5		$	159.7		$	123.5
Long-term sales
Fundamental equity		20.8			26.1			21.9
Fixed income		10.7			8.5			5.7
Mathematical equity ⁽¹⁾		4.5			4.4			5.8
Long-term redemptions
Fundamental equity		(32.9	)		(30.4	)		(18.8	)
Fixed income		(5.8	)		(4.5	)		(2.3	)
Mathematical equity ⁽¹⁾		(9.5	)		(14.9	)		(11.4	)

Long-term net flows ⁽²⁾
Fundamental equity		(12.1	)		(4.3	)		3.1
Fixed income		4.9			4.0			3.4
Mathematical equity		(5.0	)		(10.5	)		(5.6	)

Total long-term net flows		(12.2	)		(10.8	)		0.9
Net money market flows		—			(0.2	)		(6.2	)
Market/fund performance		(9.1	)		20.8			41.5

End of period assets	$	148.2		$	169.5		$	159.7

Average assets under management
Fundamental equity	$	100.6		$	102.1		$	80.5
Fixed income		17.6			12.9			7.5
Mathematical equity		42.6			44.1			43.9
Money market		1.5			1.6			2.6

Total	$	162.3		$	160.7		$	134.5

(1): 2011 gross sales and redemptions exclude the transfer of $1.1 billion within mathematical equity strategies in the first quarter 2011.
(2): Excludes money market flows. Money market sales and redemptions are presented net on a separate line due to the short-term nature of the investments.

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Assets and Flows by Investment Discipline

JCG, through its primary subsidiaries, offers investment products based on a diversified set of investment disciplines. Janus offers growth and core equity, global and international equity, as well as balanced, fixed income and retail money market investment products. INTECH offers mathematical-based investment products and Perkins offers value-disciplined investments. Assets and flows by investment discipline are as follows ( in billions ):

	Years ended December 31,

	2011			2010			2009
Growth/Core ⁽¹⁾
Beginning of period assets	$	60.9		$	60.9		$	44.5
Sales		10.7			12.4			10.6
Redemptions		(18.7	)		(18.6	)		(11.5	)

Net redemptions		(8.0	)		(6.2	)		(0.9	)
Market/fund performance		(3.2	)		6.2			17.3

End of period assets	$	49.7		$	60.9		$	60.9

Global/International
Beginning of period assets	$	27.9		$	23.8		$	14.1
Sales		4.8			6.0			4.7
Redemptions		(7.7	)		(6.3	)		(3.3	)

Net sales (redemptions)		(2.9	)		(0.3	)		1.4
Market/fund performance		(6.6	)		4.4			8.3

End of period assets	$	18.4		$	27.9		$	23.8

Mathematical Equity ⁽²⁾
Beginning of period assets	$	44.1		$	48.0		$	42.4
Sales		4.5			4.4			5.8
Redemptions		(9.5	)		(14.9	)		(11.4	)

Net redemptions		(5.0	)		(10.5	)		(5.6	)
Market/fund performance		0.8			6.6			11.2

End of period assets	$	39.9		$	44.1		$	48.0

Fixed Income ⁽¹⁾
Beginning of period assets	$	15.3		$	10.3		$	5.5
Sales		10.7			8.5			5.7
Redemptions		(5.8	)		(4.5	)		(2.3	)

Net sales		4.9			4.0			3.4
Market/fund performance		0.4			1.0			1.4

End of period assets	$	20.6		$	15.3		$	10.3

Value
Beginning of period assets	$	19.8		$	15.0		$	9.1
Sales		5.3			7.7			6.6
Redemptions		(6.5	)		(5.5	)		(4.0	)

Net sales (redemptions)		(1.2	)		2.2			2.6
Market/fund performance		(0.5	)		2.6			3.3

End of period assets	$	18.1		$	19.8		$	15.0

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	Years ended December 31,

	2011			2010			2009
Money Market
Beginning of period assets	$	1.5		$	1.7		$	7.9
Sales		1.0			0.8			3.6
Redemptions		(1.0	)		(1.0	)		(9.8	)

Net redemptions		—			(0.2	)		(6.2	)
Market/fund performance		—			—			—

End of period assets	$	1.5		$	1.5		$	1.7

(1): Growth/core and fixed income assets have been reclassified to reflect a 50%/50% split of the Janus Balanced Fund between the two categories.
(2): 2011 gross sales and redemptions exclude the transfer of $1.1 billion within mathematical equity strategies in the first quarter 2011.

Revenues

Revenues are generally based upon a percentage of the market value of assets under management and are calculated as a percentage of the daily average asset balance in accordance with contractual agreements. Certain investment products are also subject to performance fees, which vary based on a product's relative performance as compared to an established benchmark index over a specified period of time and the level of assets subject to such fees. Assets under management primarily consist of domestic and international equity and debt securities. Accordingly, fluctuations in domestic and international financial markets, relative investment performance, sales and redemptions of investment products, and changes in the composition of assets under management are all factors that have a direct effect on JCG's operating results. The following graph depicts the direct relationship between average assets under management and investment management revenues:

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Results of Operations

2011 Compared to 2010

Investment management fees increased $9.7 million, or 1.2%, primarily as a result of the 1.0% increase in average assets under management.

Performance fee revenue is derived from certain mutual funds and separate accounts. The decrease in total performance fee revenue of $44.3 million was primarily due to negative performance fees incurred on certain mutual funds in 2011. These negative mutual fund performance fees totaled $20.9 million and were driven by underperformance compared to the mutual funds' respective benchmarks. Mutual fund performance fees represent up to a positive or negative 15 basis point adjustment to the base management fee.

At December 31, 2011, $54.7 billion and $7.6 billion of mutual fund and private account assets, respectively, were subject to performance fees. As approved by mutual fund shareholders in 2010, six additional mutual funds representing $29.7 billion of assets under management at December 31, 2011, became subject to performance fees in 2011, with the first fee adjustment for the impacted funds calculated in the second quarter 2011. Had these additional mutual fund assets been subject to performance fees for the full 12 months ended December 31, 2011, an incremental $57.7 million in negative performance fees would have been recognized in 2011.

Employee compensation and benefits decreased $19.6 million, or 6.2%, principally due to lower investment team incentive compensation as a result of lower profits and a change in the compensation plan. Effective July 1, 2011, JCG adopted a new investment team incentive compensation plan designed to link variable compensation to operating income. The previous investment team incentive compensation plan was linked to individual long-term investment performance and also tied the aggregate level of compensation to revenue.

Long-term incentive compensation decreased $20.1 million, or 24.2%, primarily due to a decline of $19.0 million from the vesting of awards granted in previous years and a decrease of $12.6 million in Perkins senior profits interest awards expense, which was driven by a decline in investment performance in 2011. The Perkins senior profits interest awards have a formula-driven terminal value based on revenue and relative investment performance of investment products managed by Perkins. (See discussion of Perkins senior profits interest awards on page 24.) The decrease in long-term incentive compensation was partially offset by $13.0 million of expense from new awards granted in 2011.

Long-term incentive awards granted during 2011 totaled $66.8 million and will generally be recognized ratably over a four-year period. Future long-term incentive amortization will also be impacted by the 2012 annual grant totaling $55.0 million, which will generally be recognized ratably over a four-year period. In addition to these awards, JCG granted $1.2 million in price-vesting units to its Chief Executive Officer on December 30, 2011. These price-vesting units comprise two tranches of $0.6 million each. The first tranche is subject to a stock price hurdle representing a 27% premium over the $6.31 closing price of the Company's common stock on the date of grant and the second tranche is subject to a stock price hurdle representing a 58% premium over the same closing price. Both tranches vest ratably over a four-year service period. To achieve each price hurdle, the Company's common stock must close at or above the prescribed price for 20 consecutive trading days at any time during the service period of the award. The units only vest if both the price hurdle and the service conditions are met. The price-vesting units award is required to be amortized using the graded-vesting method due to the underlying market conditions as represented by the stock price hurdles. In addition, the expense will be recognized irrespective of achieving the price hurdles provided service conditions are satisfied.

Marketing and advertising decreased $7.8 million, or 21.8%, primarily due to $9.1 million of fund proxy costs included in the prior year for the election of the mutual fund trustees for JCG's domestic mutual funds.

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Depreciation and amortization expense decreased $5.8 million, or 14.8%, primarily as a result of lower amortization of deferred commissions from a decline in sales of certain mutual fund shares.

General, administrative and occupancy expense decreased $12.3 million, or 10.1%, primarily as a result of $13.6 million of client reimbursements related to two significant fund administrative errors during the third quarter 2010. The errors were unrelated and involved delayed security trades in client portfolios. The securities underlying both trades appreciated in value between the time that the trades should have occurred and the time the trades were executed. The $13.6 million incurred in the third quarter 2010 represented the amount necessary to make clients whole by paying the increased costs of trades due to appreciation in value of the applicable securities. During the fourth quarter 2010, JCG received insurance recoveries relating to the fund administrative errors totaling $6.5 million, resulting in a full year net impact of $7.1 million.

Interest expense declined $12.2 million, or 19.3%, primarily as a result of the retirement of $120.9 million of outstanding debt in the first quarter 2011 and a 25 basis point decrease in the interest rates payable on all of JCG's senior notes, excluding the convertible senior notes, as a result of S&P increasing JCG's credit rating to BBB- on January 10, 2011. During the fourth quarter 2010, JCG exercised its call right on the $120.9 million carrying value of the 6.250% Senior Notes and retired the notes in January 2011. Under the terms of the call, JCG was required to pay the present value of the interest that would have been paid if the debt remained outstanding through maturity. As a result, JCG recognized a $9.9 million net loss on early extinguishment of debt in the first quarter 2011.

Net investment losses totaling $21.9 million for the year ended December 31, 2011, primarily include $13.0 million of mark-to-market losses on seed capital classified as trading securities, a $7.2 million loss from mark-to-market adjustments on the mutual fund share award economic hedge and $1.9 million of losses generated by put spread option contracts. The put spread option contracts were purchased by the Company in the fourth quarter 2011 to mitigate potential negative impacts on 2012 profitability in the case of a market downturn.

The mark-to-market losses on trading securities were partially offset by $1.2 million of gains generated by an economic hedging strategy implemented in late 2008, covering the majority of seed capital. The hedging strategy utilizes futures contracts to mitigate a portion of the earnings volatility created by the mark-to-market accounting of seed capital investments. JCG may modify or discontinue this hedging strategy at any time.

JCG's income tax provision includes the reversal of $5.2 million of income tax contingency reserves in 2011 as a result of the expiration of statutes of limitations, creating a net tax benefit of $3.3 million.

Noncontrolling interests in net income increased from $8.7 million in 2010 to $10.5 million in 2011 primarily due to an increase of $4.2 million in the noncontrolling interest portion of Perkins earnings, partially offset by $1.8 million of losses associated with the noncontrolling interest in consolidated investment products.

2010 Compared to 2009

Investment management fees increased $150.6 million, or 22.0%, primarily as a result of the 19.5% increase in average assets under management driven by improved market conditions.

Performance fee revenue increased $3.7 million, or 12.8%, primarily due to an increase of $9.2 million in separate account performance fees, partially offset by a $5.5 million decline in fees earned on mutual funds. JCG recognized performance fees of $17.1 million in 2010 from a separate account client, which terminated in late 2010.

Shareowner servicing fees and other revenue increased $12.7 million, or 9.4%, over the prior year primarily from higher transfer agent fees. Transfer agent fees are based on average assets under

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management distributed directly to investors by Janus, excluding money market assets, which increased 21.4% over the prior year.

Employee compensation and benefits increased $17.9 million, or 6.0%, principally due to higher investment team incentive compensation. The investment team compensation plan in 2010 was linked to individual long-term investment performance, but also tied the aggregated level of compensation to revenue, which increased from 2009.

Long-term incentive compensation increased $22.1 million, or 36.2%, primarily as a result of awards granted in 2010 and from a higher valuation of the Perkins senior profits interest awards based on 2010 relative investment performance.

Also included in long-term incentive compensation in 2010 is a $2.7 million mark-to-market adjustment for changes in fair value of mutual fund share awards. During the fourth quarter 2010, JCG concluded that the accounting for the mutual fund share awards and the associated hedge was incorrect. Accordingly, for financial accounting purposes, the hedging relationship was terminated and mark-to-market adjustments on the awards and associated hedge, previously recognized as increases or decreases in the mutual fund share award liability, were recorded in earnings in the fourth quarter 2010. See discussion of net investment gains below for the impact of recording investment gains in earnings. JCG assessed the significance of the incorrect accounting and concluded that recognizing a cumulative adjustment in the fourth quarter 2010 was not material either to JCG's financial statements for any reported individual prior period or on a cumulative basis to 2010.

Marketing and advertising increased $8.0 million, or 28.8%, primarily due to $9.1 million of fund proxy costs for the election of the mutual fund trustees for JCG's domestic mutual funds in 2010.

Distribution expenses increased $32.5 million, or 30.2%, as a result of a similar increase in assets under management subject to third-party concessions. Distribution fees are calculated based on a contractual percentage of the market value of assets under management distributed through third-party intermediaries.

Depreciation and amortization expense increased $3.2 million, or 8.9%, primarily as a result of higher amortization of deferred commissions from an increase in sales of certain mutual fund shares.

General, administrative and occupancy expense decreased $19.1 million, or 13.6%, primarily as a result of lower legal expenses due to litigation settlements and an unfavorable judgment totaling $31.4 million in 2009. The decrease was partially offset by $13.6 million of client reimbursements related to two significant fund administrative errors during the third quarter 2010, net of insurance recoveries of $6.5 million received during the fourth quarter 2010, resulting in a full year net impact of $7.1 million.

Interest expense declined $10.8 million, or 14.6%, primarily as a result of the August 2009 tender offer, partially offset by $7.7 million of interest expense associated with the July 2009 issuance of convertible senior notes.

Net investment gains totaling $24.7 million include a $14.3 million gain from mark-to-market adjustments on the mutual fund share award hedge which were recorded in earnings in the fourth quarter 2010. Also included in net investment gains for 2010 is a $5.8 million gain from the sale of SIV securities originally acquired in 2007 from money market funds advised by Janus (the "Money Funds"). In December 2007, JCG purchased securities originally owned by Stanfield Victoria Funding LLC from certain Money Funds in response to Moody's downgrading these securities to a rating below what is generally permitted to be held in the Money Funds.

Mark-to-market gains on trading securities for the year ended December 31, 2010, were partially offset by losses generated by the economic hedging strategy implemented in late 2008. Net investment losses of $5.6 million for the year ended December 31, 2009, include impairment charges totaling $6.6 million, which were primarily related to seed capital classified as available-for-sale.

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JCG's income tax provision includes the reversal of $24.4 million of income tax contingency reserves in 2010 as a result of the expiration of statutes of limitations, creating a net tax benefit of $15.7 million.

Noncontrolling interests in net income decreased $4.3 million, or 33.1%, primarily due to JCG's acquisition of an additional 3% interest in INTECH in 2010 combined with lower INTECH earnings and assets under management.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

A summary of cash flow data from continuing operations for the years ended December 31 is as follows ( in millions ):

	2011			2010			2009

Cash flows provided by (used for):
Operating activities	$	224.6		$	246.6		$	176.5
Investing activities		21.7			(148.0	)		(9.6	)
Financing activities		(259.5	)		(50.1	)		(124.8	)

Net (decrease) increase in cash and cash equivalents		(13.2	)		48.5			42.1
Balance at beginning of year		373.2			324.7			282.6

Cash balance at end of year	$	360.0		$	373.2		$	324.7

2011 Cash Flows

On an annual basis, JCG's cash flow from operations historically has been positive and sufficient to fund ordinary operations and capital requirements. Fluctuations in operating cash flows are attributable to changes in net income and working capital items, which can vary from period to period based on the amount and timing of cash receipts and payments. The decrease in cash flow from operations from the prior year was primarily driven by lower revenues as a result of a decline in performance fee revenue.

Cash provided by investing activities in 2011 includes purchases, sales and maturities of investments as well as economic hedging and vesting of mutual fund share awards. Purchases of investments in 2011 totaling $199.0 million include $120.7 million from the seeding of new investment products and $36.4 million from the economic hedging of mutual fund share awards. Sales and maturities of investments totaling $228.0 million include the maturity of $93.1 million of U.S. Treasury notes, which were purchased in the second quarter 2010 and matured in August 2011, $46.9 million from the vesting of mutual fund share awards and proceeds of $32.6 million from the disposal of SIV securities in the first quarter 2011. The SIV securities were traded on December 1, 2010, and settled on February 23, 2011. Accordingly, the sale was recognized on the trade date and the majority of the cash flow associated with the trade was recognized at settlement.

Cash used for financing activities in 2011 primarily represents the repayment of $213.1 million principal amount of long-term debt for $223.0 million, $12.1 million of distributions to noncontrolling interests and $28.0 million of dividends paid to stockholders.

2010 Cash Flows

The increase in cash flow from operations from the prior year was driven by higher revenues as a result of the increase in average assets under management.

Cash used for investing activities in 2010 primarily represents $137.8 million for the net purchase of investments, including an aggregate total of $92.8 million of U.S. Treasury notes purchased in the second quarter 2010 which matured in August 2011. Other purchases and sales of investments are related to seed capital as well as hedging and vesting of mutual fund share awards.

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Cash used for financing activities in 2010 primarily represents $31.4 million for the purchase of an additional 3% interest in INTECH combined with $12.5 million of distributions to noncontrolling interests and $7.4 million of dividends paid to stockholders.

2009 Cash Flows

Operating cash flows in 2009 decreased $61.7 million to $176.5 million due to lower revenues as a result of the decline in average assets under management.

Cash used for investing activities in 2009 primarily represents $9.0 million for the purchase of property and equipment.

Cash used for financing activities in 2009 primarily represents the repurchase of $443.3 million and the repayment of $22.0 million of long-term debt, partially offset by the issuance of $218.1 million and $170.0 million of common stock and convertible debt, respectively. Cash used for financing activities in 2009 also includes acquisitions of noncontrolling interests of $28.5 million and $6.5 million of dividends paid to stockholders.

Common Stock and Convertible Senior Notes Offerings, and Tender Offer for Certain Outstanding Senior Notes

On February 21, 2012, JCG launched a tender offer for up to $100 million aggregate principal amount of its outstanding 6.119% Senior Notes due 2014 (the "2014 Senior Notes") and 6.700% Senior Notes due 2017 (the "2017 Senior Notes"). JCG is making two separate offers to purchase (the "Offers") which are being conducted (i) as an "Any and All Offer" for the 2014 Senior Notes and (ii) as a modified "Dutch Auction" for the 2017 Senior Notes. The Any and All Offer price is $1,080.00 per $1,000 of principal amount of the 2014 Senior Notes and the Dutch Auction price is subject to a minimum of $1,060.00 per $1,000 of principal amount of the 2017 Senior Notes and a maximum of $1,090.00 per $1,000 of principal amount of the 2017 Senior Notes. In addition, the modified Dutch Auction Offer is subject to a repurchase limit equal to the lesser of (i) $50 million or (ii) $100 million less the aggregate principal amount of the 2014 Senior Notes repurchased in the Any and All Offer. Both offers will be funded with cash on hand and expire at 11:59 p.m., New York City time, on March 19, 2012, unless extended or earlier terminated by JCG. The complete terms and conditions of the Offers are set forth in the Offer to Purchase and the Letter of Transmittal that were sent to holders of the 2014 Notes and 2017 Notes.

In July 2009, JCG completed concurrent common stock and convertible senior notes offerings. Proceeds, net of issuance costs from the common stock and convertible senior notes offerings, totaled approximately $218.1 million and $164.3 million, respectively. On August 13, 2009, the combined proceeds of the common stock and convertible senior notes offerings, together with available cash, were used to repurchase $443.3 million aggregate principal amount of the Company's outstanding 2011, 2012 and 2017 senior notes in a tender offer. JCG recognized a $5.8 million net gain on early extinguishment of debt related to the tender of these notes.

Money Market Funds Advised by Janus

Janus advises Money Funds that seek to provide capital preservation and liquidity, with current income as a secondary objective. JCG attempts to limit the Money Funds' exposure to losses by investing in high-quality securities with short-term durations that present minimal credit risk. Adverse events or circumstances related to individual securities or the market in which the securities trade may cause other-than-temporary declines in value. JCG continuously evaluates the securities held by the Money Funds to determine if any holdings are distressed or may become distressed in the near future. In such circumstances, JCG would consider whether taking any action, including, but not limited to, a potential election by JCG to provide support to the Money Funds that could result in additional impairments and financial losses for the Company, would be appropriate. Under certain situations, JCG may elect to

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support one or more of the Money Funds to enable them to maintain a net asset value equal to one dollar through a variety of means, including but not limited to, purchasing securities held by the Money Funds, reimbursing for any losses incurred or providing a letter of credit. However, JCG is not contractually or legally obligated to provide support to the Money Funds. As a result of JCG's exiting its institutional money market business in early 2009, JCG's money market assets have declined to $1.5 billion at December 31, 2011.

JCG's decision to provide support to the Money Funds is based on the facts and circumstances at the time a holding in the Money Funds becomes or is expected to become distressed. A holding is considered distressed when there is significant doubt regarding the issuer's ability to pay required amounts when due, often resulting in a decline in the securities' credit ratings. If a security falls below the minimum rating required by investment restrictions, the Money Funds must dispose of the investment unless the Money Funds' Board of Trustees determines that such disposition is not in the best interests of the Money Funds. In determining whether to take any action in response to a distressed condition or a downgrade affecting securities held by the Money Funds, JCG considers many factors, which may include the potential financial and reputational impact to the Money Funds and JCG, regulatory and operational restrictions, the size of a holding, a security's expected time to maturity and likelihood of payment at maturity, general market conditions, discussions with the Money Funds' Board of Trustees and JCG's Board of Directors, and JCG's liquidity and financial condition. No single factor is determinative and there is no predetermined threshold with respect to each factor that would lead JCG to consider providing support to the Money Funds.

Short-Term Liquidity and Capital Requirements

The Company has cash and investment securities of $672.0 million at December 31, 2011. JCG believes that existing cash and cash from operations should be sufficient to satisfy its short-term capital requirements. Expected short-term uses of cash include ordinary operating expenditures, dividend payments, income tax payments, and interest and principal payments on outstanding debt. JCG may from time to time use available cash for acquisitions and for general corporate purposes. In addition, JCG may repurchase its outstanding debt securities and common stock through cash purchases, in open market transactions, privately negotiated transactions, tender offers or otherwise.

Common Stock Repurchase Program

Long-Term Liquidity and Capital Requirements

Expected long-term commitments at December 31, 2011, include the following ( in millions ):

	Current		2 to 3 Years		4 to 5 Years		After 5 Years

Debt	$	—	$	252.4	$	—	$	368.6
Interest payments		36.4		70.0		49.4		12.4
Capital leases		0.5		0.5		0.1		—
Operating leases		16.5		24.8		23.3		33.2

Total	$	53.4	$	347.7	$	72.8	$	414.2

The information presented above does not include commitments to capital expenditures in the normal course of business. JCG expects to fund its long-term commitments over the next three years from

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existing cash and cash generated from normal operations. For commitments beyond three years, JCG anticipates using cash generated from normal operations, refinancing debt or accessing capital and credit markets as necessary.

Operating lease obligations are presented net of estimated sublease income of $2.3 million.

INTECH Noncontrolling Interests

On February 19, 2010, pursuant to contractual obligations, JCG acquired an additional 3% interest in INTECH from the two founding members for $31.4 million. This transaction reduced the two founders' aggregate ownership interest to approximately 2% of INTECH. Although the two founding members are no longer employed by INTECH, they remain as consultants. Each of the two INTECH founding members is entitled to retain his remaining INTECH shares outstanding until his death and has the option annually to require JCG to purchase from him his remaining ownership interest of INTECH at fair value.

Total INTECH interests held by the two founders have an estimated value of approximately $13.7 million as of December 31, 2011. Ownership interests held by other INTECH employees subject to put rights have an estimated value of approximately $2.6 million as of December 31, 2011.

Perkins Noncontrolling Interests

On December 31, 2008 ("closing"), JCG increased its ownership of Perkins to approximately 80% with the purchase of an additional 50% ownership interest for $90.0 million in cash. Subsequently, during the first quarter 2009, the issuance of Perkins interests that vest ratably over four years to its Chief Executive Officer resulted in a decrease of JCG's ownership in Perkins by 2.2%.

JCG also has the option to acquire the majority of the remaining 22.2% interest of Perkins at fair value (as described below) following the third, fifth, seventh or each subsequent anniversary of the closing. The noncontrolling owners of Perkins have the option to require JCG to purchase any or all of their remaining interests following the fourth or sixth anniversary of closing at fair value. The total Perkins noncontrolling interest subject to put rights has an estimated value of approximately $64.6 million as of December 31, 2011, based on a contractual formula driven by revenue and investment performance of products managed by Perkins. The formula is intended to represent fair value.

Perkins Senior Profits Interests

At closing, Perkins granted senior profits interest awards designed to retain and incentivize key employees to grow the business. These awards vest on the fifth anniversary of grant and are generally entitled to a total of 5% of Perkins' annual taxable income. In addition, these awards have a formula-driven terminal value based on revenue and relative investment performance of products managed by Perkins. JCG can call and terminate any or all of the awards following the fifth, seventh or each subsequent anniversary of grant or prior to the fifth anniversary of grant if the formula yields a terminal value equal to or greater than $40.0 million. Participants can require JCG to terminate the awards in exchange for the then-applicable formula price on the sixth anniversary of grant. The senior profits interest awards are also subject to termination at premiums or discounts to the formula at the option of JCG or certain employees, as applicable, upon certain corporate or employment-related events affecting Perkins or certain employees.

Other Sources of Liquidity

Long-Term Incentive Stock Plans

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the remaining shares under the 2005 Plan. On April 29, 2010, JCG shareholders approved the 2010 Long-Term Incentive Stock Plan ("2010 Plan"), which allows JCG to grant up to 4.4 million shares of equity-based awards, including stock options and restricted stock. Subsequent to the 2012 annual grant in February, approximately 0.6 million shares of equity-based awards are available to be granted under the 2010 Plan. The Company intends to seek shareholder approval for additional shares for equity-based awards at its 2012 Annual Meeting of Stockholders.

Off-Balance Sheet Arrangements

Other than certain lease agreements, JCG is not party to any off-balance sheet arrangements that may provide, or require the Company to provide, financing, liquidity, market or credit risk support that is not reflected in JCG's consolidated financial statements.

Credit Facility

On October 14, 2011, JCG entered into a three-year, $250 million, unsecured, revolving credit facility (the "new Credit Facility") with JPMorgan Chase Bank, N.A., as administrative agent and swingline lender. The new Credit Facility replaces the prior Credit Facility, which matured on October 3, 2011. Under the new Credit Facility, the financing leverage ratio cannot exceed 3.00x and the interest coverage ratio must equal or exceed 4.00x. At December 31, 2011, JCG was in compliance with all covenants and there were no borrowings under the new Credit Facility.

The covenants and the calculations of the ratios, as defined in the new Credit Facility, are as follows ( in millions ):

	Last Four Quarters Ended December 31, 2011

Net income attributable to JCG	$	142.9
Add back:
Interest expense		51.0
Income tax provision		79.4
Depreciation and amortization		33.3
Noncash amortization of long-term incentive compensation		63.0
Unrealized gains or losses on investments		(13.0	)
Other nonrecurring cash charges		2.8
Cash paid for deferred commissions and mutual fund share awards		(41.2	)

Adjusted net income	$	318.2

Debt (including capital leases)	$	596.4

Leverage Ratio (Debt divided by adjusted net income)		1.87

Cannot exceed 3.00x
Interest Coverage Ratio
(Adjusted net income divided by last four quarters interest expense)		6.2

Must equal or exceed 4.00x

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

JCG's consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.

JCG continually evaluates the accounting policies and estimates used to prepare the consolidated financial statements. In general, management's estimates are based on historical experience, information from third-party professionals, as appropriate, and various other assumptions that are believed to be reasonable under current facts and circumstances. Actual results could differ from those estimates made by management. JCG's critical accounting policies and estimates include goodwill and intangible assets, investment securities, equity compensation and income taxes.

Accounting for Goodwill and Intangible Assets

Goodwill and intangible assets constitute $1.8 billion, or 66%, of total assets at December 31, 2011. Goodwill and intangible assets require significant management estimates and judgment, including the valuation and expected life determination in connection with the initial purchase price allocation and the ongoing evaluation for impairment. JCG separately tests goodwill and indefinite-lived intangible assets for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired.

In connection with the purchase price allocation of acquisitions in which a majority interest is obtained, JCG will rely on in-house financial expertise or use a third-party expert, if considered necessary. Valuations generally rely on management's estimates and judgments as to financial forecasts, including revenue, growth rates and operating margins over a range of possible assumptions for various products, distribution channels and business strategies.

Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired companies and is not amortized. Goodwill is tested for impairment by comparing the fair value of the "reporting unit" associated with the goodwill to the reporting unit's recorded value. If the fair value of the reporting unit is less than its recorded value, a process similar to a purchase price allocation is undertaken to determine the amount, if any, of the goodwill impairment. All assets, including previously unrecognized intangible assets and liabilities, are fair-valued and any unallocated value is assigned to goodwill. Because the allocation of fair value includes intangible assets not previously recognized, the amount of the goodwill impairment charge may significantly exceed the difference between the fair value of the reporting unit and its recorded value. For purposes of testing goodwill for impairment, JCG has identified one reporting unit.

Indefinite-lived intangible assets primarily represent brand name and trademark and mutual fund advisory contracts. The assignment of indefinite lives to brand name and trademark and mutual fund advisory contracts is based on the assumption that they are expected to generate cash flows indefinitely. Indefinite-lived intangible assets are tested for impairment by comparing the fair value of the asset to its recorded value.

To complete the tests for potential impairment of goodwill and indefinite-lived intangible assets, JCG uses a discounted cash flow analysis that requires assumptions regarding projected future earnings and discount rates. In projecting future earnings, JCG considers equity market performance, performance compared to peers, significant changes in the underlying business and products, material and ongoing industry or economic trends, and other factors that may influence future earnings. Changes in the assumptions underlying the discounted cash flow analysis could materially affect JCG's impairment conclusion. Due to the significance of the goodwill and identified indefinite-lived intangible assets to

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JCG's consolidated balance sheet, any impairment charge could have a material adverse effect on the Company's consolidated financial condition and results of operations.

Definite-lived intangible assets represent client relationships, which are amortized over their estimated lives of seven to 25 years using the straight-line method. Definite-lived intangible assets are tested only when there are indications of impairment. To complete the tests for potential impairment of definite-lived intangible assets, JCG uses a two-step process. The first step compares the fair value of the asset, based on undiscounted cash flows, to the recorded value of the asset. If the recorded value of the asset exceeds the fair value, a second step must be performed. The second step compares the fair value of the asset, based on discounted cash flows, to the carrying value of the asset.

JCG recognized impairment charges of $747.0 million and $109.7 million on goodwill and mutual fund advisory contracts, respectively, in the first quarter 2009. The partially impaired assets were originally recognized in 2001 in connection with the contractual obligation to buy out Janus' founder.

The October 2011 tests of goodwill and indefinite-lived intangible assets indicated that the estimated fair values of JCG's reporting unit and its mutual fund advisory contracts both substantially exceeded their respective carrying values. Tests of the Company's brand name and trademark indicated that its estimated fair value was $293.0 million, which exceeded its carrying value of $270.5 million by $22.5 million, or 8.3%. The October 2011 tests included certain underlying key assumptions regarding future overall market trends and Company operating performance. If actual future market results and Company operating performance vary significantly and unfavorably to those included in the Company's financial forecast, the Company may be subject to impairment charges related to its goodwill and indefinite-lived intangible assets.

The October 2010 tests of goodwill and indefinite-lived intangible assets indicated that estimated fair values substantially exceeded their respective book values, and as such, no impairment charges were recognized.

Valuation of Investment Securities

JCG records investment securities classified as trading and available-for-sale at fair value and investment securities classified as held-to-maturity at amortized cost. Fair value is generally determined using observable market data based on recent trading activity. Where observable market data is unavailable due to a lack of trading activity, JCG uses internally developed models to estimate fair value and independent third parties to validate assumptions, when appropriate. Estimating fair value requires significant management judgment, including benchmarking to similar instruments with observable market data and applying appropriate discounts that reflect differences between the securities that JCG is valuing and the selected benchmark. Depending on the type of securities owned by JCG, other valuation methodologies may be required. Any variation in the assumptions used to approximate fair value could have a material adverse effect on the Company's consolidated financial condition and results of operations.

JCG periodically evaluates the carrying value of available-for-sale and held-to-maturity investment securities for potential impairment. In determining if an impairment exists, JCG considers the duration, extent and circumstances of any decline in fair value. If the decline in value is determined to be other-than-temporary, the carrying value of the security is written down to fair value with the loss recognized currently in earnings. There were no impairments of investment securities for the years ended December 31, 2011 and 2010. Other-than-temporary impairment charges of $5.2 million were recognized on available-for-sale securities during the year ended December 31, 2009.

Equity Compensation

JCG uses the Black-Scholes option pricing model to estimate the fair value of stock options for recording compensation expense. The Black-Scholes model requires management to estimate certain

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variables, including the lives of options from grant date to exercise date, the volatility of the underlying shares and future dividend rates. The two most significant estimates in the Black-Scholes model are volatility and expected life. An increase in the volatility rate increases the value of stock options and a decrease causes a decline in value. JCG estimates expected volatility using an average of JCG's historical volatility and industry and market averages, as appropriate. For expected lives, an increase in the expected life of an option increases its value. JCG factors in employee termination rates combined with vesting periods to determine the average expected life used in the model.

JCG records equity compensation net of estimated forfeitures over the vesting term. Determining the forfeiture estimate requires significant judgment about the number of actual awards that will ultimately vest over the term of the award. The estimate is reviewed quarterly and any change in actual forfeitures in comparison to estimates may cause an increase or decrease in the ultimate expense recognized in that period and future periods.

Income Taxes

Significant management judgment is required in developing JCG's provision for income taxes, including the valuation allowances that might be required against deferred tax assets and the evaluation of various income tax contingencies.

Valuation Allowance

JCG has not recorded a valuation allowance on its deferred tax assets as of December 31, 2011, based on management's belief that future income will more likely than not be sufficient to realize the benefit of the Company's deferred tax assets over time. In the event that actual results differ from these estimates, or if JCG's historical trend of positive income changes, JCG may be required to record a valuation allowance on deferred tax assets, which could have a material adverse effect on the Company's consolidated financial condition and results of operations.

Income Tax Contingencies

At December 31, 2011, JCG had an accrued liability of $7.4 million related to tax contingencies for issues which may be raised by various taxing authorities. JCG decreased its income tax contingency reserves in 2011 by $3.1 million as a result of the expiration of statutes of limitations, creating a net tax benefit of $2.0 million. At any one time, tax returns filed in previous years are subject to audit by various taxing authorities. As a result of these audits and negotiations, additional tax assessments may be proposed or tax contingencies recorded in prior years may be reversed.

Recent Accounting Pronouncements

Information regarding accounting pronouncements that have been issued but not yet adopted by the Company is incorporated by reference from Part II, Item 8, Financial Statements and Supplementary Data, Note 3 — Recent Accounting Pronouncements, of this Annual Report on Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following information, together with information included in other parts of this Management's Discussion and Analysis of Financial Condition and Results of Operations, describes the key aspects of certain financial instruments that have market risk to JCG.

Investment Management Fees

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results. In addition, fluctuations in interest rates may affect the value of assets under management in fixed income investment products. The graph in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Revenues, presents the historical relationship between revenue and average assets under management.

Performance Fees

Performance fee revenue is derived from certain Janus and INTECH private accounts and from certain Janus, INTECH and Perkins mutual funds.

Private account performance fees are specified in client contracts and are based on investment performance as compared to an established benchmark index over a specified period of time. Performance fees are recognized at the end of the contractual period if the stated performance criteria are achieved. JCG recognized private account performance fees of $9.2 million, $21.6 million and $12.4 million in 2011, 2010 and 2009, respectively. At December 31, 2011, $7.6 billion of assets under management were subject to private account performance fees.

Beginning in 2007, certain mutual funds became subject to performance fees. The investment management fee paid by each applicable fund is the base management fee plus or minus a performance fee adjustment as determined by the relative investment performance of each fund compared to a specified benchmark index. The performance fee adjustment is up to a positive or negative 15 basis points, calculated using each fund's daily net average assets over the performance period. The measurement period begins as a trailing period ranging from 12 to18 months, and each subsequent month will be added to each successive measurement period until a 36-month period is achieved. At that point, the measurement period will become a rolling 36-month period. JCG recognized mutual fund performance fees of negative $20.9 million in 2011 and positive $11.0 million and $16.5 million in 2010 and 2009, respectively. At December 31, 2011, $54.7 billion of assets under management were subject to mutual fund performance fees. As approved by mutual fund shareholders in 2010, six additional mutual funds became subject to performance fees in 2011, with the first fee adjustment for the impacted funds calculated in the second quarter 2011. As a result, JCG's revenues are subjected to increased volatility.

Trading Securities

At December 31, 2011, trading securities totaled $274.4 million, representing $196.4 million of seeded investment products, $74.8 million of investments related to economic hedging of mutual fund share awards and $3.2 million of other investment securities. Seeded investment products represent $48.9 million of securities held in separately managed accounts and $147.5 million of securities held in the portfolios of funds advised by the Company.

Trading securities are carried on JCG's Consolidated Balance Sheets at fair value, with changes in value recognized in investment gains (losses), net on JCG's Consolidated Statements of Income. JCG recognized net gains (losses) of $11.1 million, $(4.0) million and $0.4 million from the sale of trading securities for the 12 months ended December 31, 2011, 2010 and 2009, respectively.

Additionally, during the years ended December 31, 2011 and 2010, respectively, JCG recognized $7.2 million and $15.3 million of investment losses related to the mark-to-market adjustments for the economic hedge of the mutual fund share awards. Mark-to-market adjustments for the years ended December 31, 2009 and prior were recognized on a cumulative basis in the fourth quarter 2010 in conjunction with a correction in accounting treatment.

Available-for-Sale Securities

At December 31, 2011, available-for-sale securities representing seeded investment products totaled $31.5 million. Available-for-sale securities are carried on JCG's Consolidated Balance Sheets at fair

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value, with changes in value recognized as gains and losses in other comprehensive income (loss) on JCG's Consolidated Statements of Changes in Stockholders' Equity. Accumulated gains and losses are reclassified to earnings when the securities are sold on a first-in, first-out cost basis. JCG recognized gains of $2.2 million, $2.4 million and $0.6 million from the sale of available-for-sale securities for the 12 months ended December 31, 2011, 2010 and 2009, respectively. JCG periodically reviews the carrying value of seeded investment products for impairment by evaluating the nature, duration and extent of any decline in fair value. If the decline in value is determined to be other-than-temporary, the carrying value of the security is written down to fair value through earnings. No impairment charges were recognized during the years ended December 31, 2011 or 2010, for seeded investment products. Other-than-temporary impairment charges of $5.2 million were recognized during the year ended December 31, 2009.

Held-to-Maturity Securities

At December 31, 2011, JCG did not own any held-to-maturity securities. Held-to-maturity securities are carried on JCG's Consolidated Balance Sheets at amortized cost, with corresponding interest income reflected as other income, net on JCG's Consolidated Statements of Income.

Derivative Instruments

Derivative instruments at December 31, 2011, consisted of investments in put spread option contracts of $6.1 million. The put spread option contracts were purchased by the Company in the fourth quarter 2011 to mitigate potential negative impacts on 2012 profitability in the case of a market downturn. The contracts will return a cash payment if the 2012 average daily closing price of the S&P 500 Index falls below 1250, no cash payment if the average daily closing price falls above 1250, and could return a total maximum cash payment of $37.3 million if the average daily close price falls below 950. JCG recognized $1.9 million of investment losses related to the put spread option contracts during the fourth quarter 2011.

JCG implemented an economic hedge strategy in December 2008 covering the majority of trading securities related to initial cash investments in seeded products. The hedge strategy is designed to mitigate a portion of the net income volatility created by the mark-to-market accounting for these investment securities. The strategy primarily utilizes futures contracts on various market indices to minimize volatility in earnings. These instruments are settled daily, with settlement amounts recognized in investment (losses) gains, net on JCG's Consolidated Statements of Income. JCG recognized net gains (losses) of $1.2 million, $(5.1) million and $(9.8) million on hedged seed capital investments for the years ended December 31, 2011, 2010 and 2009, respectively.

Deferred Compensation

JCG invests in funds advised by the Company to create a fair value hedge for the deferred compensation plan of certain highly compensated employees. Eligible participants may defer a portion of their compensation and have the ability to earn a return by indexing their deferrals to mutual funds managed by the Company. The Company makes no contributions to the plan. To protect against market variability of the liability, the Company creates a fair value hedge by investing in mutual funds that are consistent with the deferred amounts and mutual fund elections of the participants. Changes in market value increase or decrease the investment asset held by the Company with the offset recorded to the liability to the participants. Any hedge ineffectiveness will result in increases or decreases in employee compensation and benefits expense. Hedge effectiveness is assessed quarterly and the hedge has been 100% effective since inception and, therefore, no gain or loss has been recognized. At December 31, 2011, investments related to the fair value hedge for the deferred compensation plan totaled $10.8 million.

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Perkins Senior Profits Interest Awards

On December 31, 2008, Perkins granted senior profits interest awards designed to retain and incentivize key employees to grow the business. These awards vest on the fifth anniversary of grant and are generally entitled to a total of 5% of Perkins' annual taxable income. In addition, these awards have a formula-driven terminal value based on revenue and relative investment performance of products managed by Perkins. Long-term incentive compensation expense related to the Perkins senior profits interest awards is subject to market risk volatility, both currently and in the future, due to the revenue growth and investment performance components of the terminal value calculation. Long-term incentive compensation expense related to the Perkins senior profits interest awards totaled $5.3 million, $17.8 million and $2.3 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Mutual Fund Share Awards

During 2011, 2010 and 2009, JCG granted $36.4 million, $43.2 million and $36.6 million, respectively, in awards that are indexed to certain mutual funds managed by the Company. Upon vesting, participants receive the value of the award adjusted for earnings or losses attributable to the mutual funds to which the award was indexed, subject to tax withholding. Mark-to-market adjustments on mutual fund share awards create volatility within long-term incentive compensation expense on JCG's Consolidated Statements of Income. The level of volatility will depend upon the amount of mutual fund share awards and the market/investment performance of products to which the awards are indexed.

Foreign Currency Exchange Sensitivity

JCG has international subsidiaries that conduct business within other foreign countries. With respect to these operations, matters arise as to financial accounting and reporting for foreign currency transactions and for translating foreign currency financial statements into U.S. dollars. The exposure to foreign currency fluctuations is not material as the majority of the revenue earned and associated expenses incurred by international subsidiaries are denominated in U.S. dollars.

Interest Rate Risk on Long-Term Debt

JCG is not exposed to material interest rate risk other than from the potential change in interest rates on the Company's debt in the event of a change in credit ratings by Moody's or S&P. All of JCG's senior notes, excluding the convertible senior notes, are subject to an interest rate adjustment covenant that provides that the interest rate payable will increase by 25 basis points for each level that the Company's debt rating is decreased by Moody's from Baa3 or by S&P from BBB-, up to a maximum increase of 200 basis points. If the interest rate has been adjusted upward as a result of either Moody's or S&P decreasing its rating, then for each level of a subsequent increase, the interest payable will be decreased by 25 basis points, but in no event to a rate less than the interest rate payable on the date of issuance of the respective notes. Subsequent to the retirement of the 5.875% Senior Notes on September 15, 2011, for each 25 basis point increase or decrease, JCG's interest expense will now increase or decrease by approximately $1.1 million on an annualized basis. The interest rate adjustment covenant will permanently terminate if the Company's debt ratings increase to Baa2 (or higher) by Moody's and BBB (or higher) by S&P, with a stable or positive outlook regardless of any subsequent decrease in the ratings by either or both rating agencies. S&P increased JCG's credit rating to BBB- on January 10, 2011, resulting in a 25 basis point decrease in the interest rates payable on all of JCG's senior notes, excluding the convertible senior notes.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

		Page

Financial Statements:
Reports of Independent Registered Public Accounting Firm — Deloitte & Touche LLP		35
Management Report on Internal Control Over Financial Reporting		37
Consolidated Balance Sheets as of December 31, 2011 and 2010		38
Consolidated Statements of Income for the Three Years Ended December 31, 2011		39
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2011		40
Consolidated Statements of Changes in Stockholders' Equity for the Three Years Ended December 31, 2011		41
Notes to Consolidated Financial Statements		42
Financial Statement Schedules:
All schedules are omitted because they are not applicable or are insignificant, or the required information is shown in the consolidated financial statements or notes thereto.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Janus Capital Group Inc.

We have audited the accompanying consolidated balance sheets of Janus Capital Group Inc. and subsidiaries (the "Company") as of December 31, 2011 and 2010, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2012, expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte & Touche LLP

Denver, CO
February 27, 2012

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Janus Capital Group Inc.

We have audited the internal control over financial reporting of Janus Capital Group Inc. and subsidiaries (the "Company") as of December 31, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated financial statements as of and for the year ended December 31, 2011, of the Company, and our report dated February 27, 2012, expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

Denver, CO
February 27, 2012

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MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Janus Capital Group Inc. ("JCG") management is responsible for establishing and maintaining adequate internal control over JCG's financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. JCG's internal control system was designed to provide reasonable assurance to JCG's management and board of directors regarding the preparation and fair presentation of published financial statements. There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal controls may vary over time.

JCG management has assessed the effectiveness of JCG's internal controls over financial reporting as of December 31, 2011. In making this assessment, JCG management used the criteria set forth in the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework.

Based on the assessment using those criteria, JCG management believes that as of December 31, 2011, internal control over financial reporting is effective.

JCG's independent registered public accounting firm audited the financial statements included in the Annual Report on Form 10-K and has issued an audit report on management's assessment of JCG's internal control over financial reporting. This report appears on page 33 of this Annual Report on Form 10-K.

February 27, 2012

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JANUS CAPITAL GROUP INC.

CONSOLIDATED BALANCE SHEETS
(Dollars in Millions, Except Share Data)

	December 31,

	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	360.0		$	373.2
Investment securities		312.0			296.1
Accounts receivable		96.7			167.0
Income taxes receivable		22.0			10.9
Other current assets		45.2			46.1

Total current assets		835.9			893.3
Other assets:
Property and equipment, net		36.9			44.1
Intangibles, net		1,261.8			1,273.6
Goodwill		488.2			488.2
Other assets		21.2			27.6

Total assets	$	2,644.0		$	2,726.8

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	5.5		$	5.8
Accrued compensation and benefits		82.8			116.0
Current portion of long-term debt		—			213.1
Other accrued liabilities		60.5			85.9

Total current liabilities		148.8			420.8
Other liabilities:
Long-term debt		595.2			586.7
Deferred income taxes		421.7			410.3
Other liabilities		43.8			43.0

Total liabilities		1,209.5			1,460.8

Commitments and contingencies
Redeemable noncontrolling interests		85.4			82.8

Stockholders' equity:
Preferred stock ($1.00 par, 10,000,000 shares authorized, none issued)		—			—
Common stock ($.01 par, 1,000,000,000 shares authorized; 265,500,708 and 265,500,708 shares issued, respectively; 187,035,534 and 184,100,855 shares outstanding, respectively)		1.9			1.8
Retained earnings		1,311.8			1,168.1
Accumulated other comprehensive (loss) income		(0.5	)		1.6

Total JCG stockholders' equity		1,313.2			1,171.5
Noncontrolling interests		35.9			11.7

Total stockholders' equity		1,349.1			1,183.2

Total liabilities and stockholders' equity	$	2,644.0		$	2,726.8

The accompanying notes are an integral part of these consolidated financial statements.

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JANUS CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Millions, Except Per Share Data)

	For the year ended December 31,

	2011			2010			2009
Revenues:
Investment management fees	$	844.3		$	834.6		$	684.0
Performance fees		(11.7	)		32.6			28.9
Shareowner servicing fees and other		149.3			148.5			135.8

Total		981.9			1,015.7			848.7

Operating expenses:
Employee compensation and benefits		294.9			314.5			296.6
Long-term incentive compensation		63.0			83.1			61.0
Marketing and advertising		28.0			35.8			27.8
Distribution		141.7			140.1			107.6
Depreciation and amortization		33.3			39.1			35.9
General, administrative and occupancy		109.2			121.5			140.6
Goodwill and intangible asset impairments		—			—			856.7

Total		670.1			734.1			1,526.2

Operating income (loss)		311.8			281.6			(677.5	)
Interest expense		(51.0	)		(63.2	)		(74.0	)
Investment (losses) gains, net		(21.9	)		24.7			(5.6	)
Other income, net		3.8			1.9			0.9
(Loss) gain on early extinguishment of debt		(9.9	)		—			5.8

Income (loss) before taxes		232.8			245.0			(750.4	)
Income tax provision		(79.4	)		(76.4	)		6.3

Net income (loss)		153.4			168.6			(744.1	)
Noncontrolling interests		(10.5	)		(8.7	)		(13.0	)

Net income (loss) attributable to JCG	$	142.9		$	159.9		$	(757.1	)

Earnings (loss) per share attributable to JCG common shareholders:
Basic	$	0.78		$	0.89		$	(4.55	)
Diluted	$	0.78		$	0.88		$	(4.55	)

The accompanying notes are an integral part of these consolidated financial statements.

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JANUS CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)

	For the year ended December 31,

	2011			2010			2009
CASH FLOWS PROVIDED BY (USED FOR):
Continuing Operations
Operating Activities:
Net income (loss)	$	153.4		$	168.6		$	(744.1	)
Adjustments to net income:
Depreciation and amortization		33.3			39.1			35.9
Deferred income taxes		2.3			29.1			(11.9	)
Amortization of stock-based compensation		34.7			56.0			41.0
Investment (gains) losses, net		21.9			(24.7	)		5.6
Goodwill and intangible asset impairments		—			—			856.7
Loss (gain) on early extinguishment of debt		9.9			—			(5.8	)
Amortization of debt discounts and deferred issuance costs		11.2			12.1			6.9
Payment of deferred commissions, net		(4.6	)		(8.3	)		(8.0	)
Other, net		0.6			1.1			0.6
Changes in working capital items:
Accounts receivable		38.1			(12.4	)		(21.2	)
Other current assets		(12.6	)		(13.7	)		3.7
Accounts payable and accrued compensation payable		(32.6	)		13.3			15.1
Other liabilities		(31.0	)		(13.6	)		2.0

Net operating		224.6			246.6			176.5

Investing Activities:
Purchase of property and equipment		(7.3	)		(10.2	)		(9.0	)
Acquisitions		—			—			(1.3	)
Purchase of investment securities		(199.0	)		(219.0	)		(66.2	)
Proceeds from sales and maturities of investment securities		228.0			81.2			66.9

Net investing		21.7			(148.0	)		(9.6	)

Financing Activities:
Proceeds from issuance of long-term debt		—			—			170.0
Debt issuance costs		(1.5	)		(0.7	)		(8.5	)
Repayment of long-term debt		(223.0	)		—			(456.0	)
Issuance of common stock		—			—			218.1
Purchase of noncontrolling interests		(0.8	)		(36.4	)		(28.5	)
Proceeds from stock plans		3.6			4.4			1.2
Excess tax benefit from equity-based compensation		3.3			3.5			0.4
Distributions to noncontrolling interests		(12.1	)		(12.5	)		(14.4	)
Principal payments under capital lease obligations		(1.0	)		(1.0	)		(0.6	)
Dividends paid to shareholders		(28.0	)		(7.4	)		(6.5	)

Net financing		(259.5	)		(50.1	)		(124.8	)

Cash and Cash Equivalents:
Net (decrease) increase		(13.2	)		48.5			42.1
At beginning of period		373.2			324.7			282.6

At end of period	$	360.0		$	373.2		$	324.7

Discontinued Operations
Operating activities	$	—		$	(0.4	)	$	—

Cash and Cash Equivalents:
Net decrease		—			(0.4	)		—
At beginning of period		—			0.4			0.4

At end of period	$	—		$	—		$	0.4

Supplemental Cash Flow Information:
Cash paid for interest	$	41.3		$	49.8		$	66.9
Cash paid for income taxes	$	90.0		$	80.3		$	0.7

The accompanying notes are an integral part of these consolidated financial statements.

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JANUS CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Amounts in Millions, Except Per Share Data)

		Common Stock		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Nonredeemable Noncontrolling Interests in Subsidiary			Total Stockholders' Equity

Balance at December 31, 2008	157.9	$	1.6	$	1,510.6		$	(5.3	)	$	9.9		$	1,516.8
Net loss					(757.1	)					3.0			(754.1	)
Net unrealized gain on available-for-sale securities								2.4						2.4
Amortization of net loss on cash flow hedge								1.2						1.2
Reclassification for net gains included in net income								(0.4	)					(0.4	)
Impairment of available-for-sale securities								3.3						3.3
Foreign currency translation adjustment								(0.2	)					(0.2	)

Other comprehensive loss														(747.8	)

Common stock issuance	20.9		0.2		217.9									218.1
Convertible debt issuance					26.4									26.4
Amortization of stock-based compensation					34.7						4.0			38.7
Issuance and forfeitures of restricted stock awards	3.2													—
Tax impact of stock-based compensation					(6.1	)								(6.1	)
Employee stock purchases					1.2									1.2
Noncontrolling interest in consolidated investment products											(0.9	)		(0.9	)
Purchase of noncontrolling interests											(2.3	)		(2.3	)
Distributions to noncontrolling interests											(3.2	)		(3.2	)
Change in value of redeemable noncontrolling interest					(22.8	)								(22.8	)
Common stock dividends					(6.5	)								(6.5	)

Balance at December 31, 2009	182.0		1.8		998.3			1.0			10.5			1,011.6
Net income					159.9						2.5			162.4
Net unrealized gain on available-for-sale securities								0.7						0.7
Amortization of net loss on cash flow hedge								0.2						0.2
Reclassification for net gains included in net income								(1.4	)					(1.4	)
Foreign currency translation adjustment								1.1						1.1

Other comprehensive income														163.0

Amortization of stock-based compensation					33.4						4.8			38.2
Issuance and forfeitures of restricted stock awards, net	1.4													—
Tax impact of stock-based compensation					(5.1	)								(5.1	)
Stock option exercises and employee stock purchases	0.7				4.4									4.4
Noncontrolling interests in consolidated investment products											3.3			3.3
Purchase of noncontrolling interests											(5.0	)		(5.0	)
Distributions to noncontrolling interests											(3.2	)		(3.2	)
Change in value of redeemable noncontrolling interests					(16.6	)								(16.6	)
Vesting of Perkins LLC interests					1.2						(1.2	)		—
Common stock dividends					(7.4	)								(7.4	)

Balance at December 31, 2010	184.1		1.8		1,168.1			1.6			11.7			1,183.2
Net income					142.9						2.4			145.3
Net unrealized gain on available-for-sale securities								0.3						0.3
Amortization of net loss on cash flow hedge								0.1						0.1
Reclassification for net gains included in net income								(1.4	)					(1.4	)
Foreign currency translation adjustment								(1.1	)					(1.1	)

Other comprehensive income														143.2

Amortization of stock-based compensation					24.9						4.5			29.4
Issuance and forfeitures of restricted stock awards, net	2.3		0.1											0.1
Stock option exercises and employee stock purchases	0.6				3.6									3.6
Noncontrolling interests in consolidated investment products											22.1			22.1
Purchase of noncontrolling interests											(0.8	)		(0.8	)
Distributions to noncontrolling interests											(2.7	)		(2.7	)
Change in value of redeemable noncontrolling interests					(1.4	)					0.4			(1.0	)
Vesting of INTECH LLC interests					0.5						(0.5	)		—
Vesting of Perkins LLC interests					1.2						(1.2	)		—
Common stock dividends					(28.0	)								(28.0	)

Balance at December 31, 2011	187.0	$	1.9	$	1,311.8		$	(0.5	)	$	35.9		$	1,349.1

The accompanying notes are an integral part of these consolidated financial statements.

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JANUS CAPITAL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF THE BUSINESS

Janus Capital Group Inc. and its subsidiaries (collectively, "JCG" or the "Company") derive revenue from providing investment management, administration, distribution and related services to individual and institutional investors through mutual funds, separate accounts and subadvised relationships (collectively referred to as "investment products") in both domestic and international markets. Revenues are generally based upon a percentage of the market value of assets under management and are calculated as a percentage of the daily average asset balance in accordance with contractual agreements. Certain investment products are also subject to performance fees which vary based on a product's relative performance as compared to a benchmark index and the level of assets subject to such fees. Assets under management primarily consist of domestic and international equity and debt securities. Accordingly, fluctuations in domestic and international financial markets, relative investment performance, sales and redemptions of investment products, and changes in the composition of assets under management are all factors that have a direct effect on JCG's operating results. A significant portion of JCG's revenue is derived from contracts to manage mutual funds, which are subject to annual review and approval by each fund's Board of Trustees or its shareholders, or both.

JCG's significant subsidiaries at December 31, 2011, include:

•: Janus Capital Management LLC ("Janus"), (wholly-owned subsidiary) — Janus offers growth and core equity, global and international equity, as well as balanced and fixed income investment products.
•: INTECH Investment Management LLC ("INTECH"), (approximate 95% owned subsidiary) — INTECH offers risk-managed investment products that are based on a mathematical theorem which seeks to add value for clients by capitalizing on the volatility in stock price movements. INTECH's goal is to achieve long-term returns that outperform a specified benchmark index, while controlling risks and trading costs. INTECH manages and subadvises institutional and private accounts and subadvises certain Janus mutual funds.
•: Perkins Investment Management LLC ("Perkins"), (approximate 78% owned subsidiary) — Perkins offers value-disciplined investment products, including small, mid and large cap and global value investment products.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements include all majority-owned subsidiaries, and all intercompany accounts and transactions have been eliminated in consolidation. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying financial statements through the issuance date.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

On JCG's Consolidated Statements of Cash Flows for the year ended December 31, 2009, the purchase of investment securities and proceeds from sales and maturities of investment securities have been reclassified to present the activity associated with the economic hedge of seed capital gross rather than net.

In Note 8, JCG's deferred tax liabilities reconciliation for the year ended December 31, 2010, includes the reclassification of an intangible asset from the investments line to the intangible asset line, and the amounts included in the reconciliation of the uncertain tax positions for the years ended December 31, 2010 and 2009, have been adjusted to exclude interest.

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Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and the differences could be material. JCG's significant estimates relate to goodwill and intangible assets, investment securities, equity compensation and income taxes.

Segment Information

The Company operates in one business segment, its Investment Management operations.

Cash and Cash Equivalents

Short-term liquid investments with an initial maturity of generally three months or less when purchased, including investments in money market funds, are considered cash equivalents.

Property and Equipment

Property and equipment is recorded at cost. Depreciation and amortization is recorded using the straight-line method over the estimated useful life of the related assets (or the lease term, if shorter). Depreciation and amortization expense totaled $14.0 million, $15.0 million and $15.6 million for the years ended December 31, 2011, 2010 and 2009, respectively. Property and equipment is summarized as follows ( in millions ):

	Depreciation and Amortization Period	December 31,

	Depreciation and Amortization Period	2011			2010
Furniture, fixtures and equipment, including computer equipment and software	3-7 years	$	182.4		$	175.7
Leasehold improvements	3-24 years		36.8			36.7

Subtotal			219.2			212.4
Less accumulated depreciation			(182.3	)		(168.3	)

Property and equipment, net		$	36.9		$	44.1

JCG evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation is based on an estimate of the future cash flows expected to result from the use of the asset and its eventual disposition. If expected future undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized in an amount equal to the excess of the carrying amount of the asset over the fair value of the asset. There were no impairments of long-lived assets for the years ended December 31, 2011, 2010 and 2009.

Purchased software is recorded at cost and amortized over its estimated useful life. Computer software and development costs incurred in the preliminary project stage as well as training and maintenance costs are expensed as incurred. Direct and indirect costs associated with the application development stage of internal use software are capitalized until such time that the software is substantially complete and ready for its intended use. Capitalized costs are amortized on a straight-line basis over the estimated useful life of the software. Capitalized software costs totaled $8.8 million and $11.8 million at December 31, 2011 and 2010, respectively, and are presented within property and equipment, net.

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Deferred Commissions

Sales commissions paid to financial intermediaries on sales of certain mutual fund shares are deferred and amortized over various periods, not exceeding four years, based on the estimated recoverability of the asset through distribution fee payments or contingent deferred sales charges. Contingent deferred sales charges received from early withdrawal charges reduce the unamortized deferred commissions balance. Amortization expense for the years ended December 31, 2011, 2010 and 2009, totaled $7.4 million, $12.3 million and $7.8 million, respectively. Deferred commissions, which are recorded as components of other assets, are summarized as follows ( in millions ):

	December 31,

	2011		2010
Deferred commissions — current	$	3.0	$	4.9
Deferred commissions — long-term		1.1		2.0

Total	$	4.1	$	6.9

Investment Securities

JCG classifies investment securities as trading, available-for-sale or held-to-maturity at the time of purchase and periodically re-evaluates such classifications. Trading securities are carried on JCG's Consolidated Balance Sheets at fair value and consist primarily of investments related to mutual fund share awards and other deferred compensation and seeded investment products. JCG periodically adds new investment strategies to its investment product offerings by "seeding" or providing the initial cash investment. Seeded investment products are initially consolidated and the individual securities within the portfolio are accounted for as trading securities. JCG consolidates such investment products as long as it holds a controlling interest in the investment product, defined as greater than 50% ownership. Upon deconsolidation, JCG continues to account for its investments in seeded products as trading securities if its ownership is between 20% and 50%. JCG may redeem invested seed capital for a variety of reasons, including when third-party investments in the relevant product are sufficient to sustain the given investment strategy. JCG also periodically invests in funds advised by the Company for purposes of economically hedging its mutual fund share awards to employees. Changes in fair value of securities classified as trading are recognized in investment gains (losses), net on JCG's Consolidated Statements of Income.

Investment securities classified as available-for-sale consist of seeded investment products in which JCG holds a less than 20% interest and are carried on JCG's Consolidated Balance Sheets at fair value. Changes in fair value are reflected as a component of accumulated other comprehensive income (loss) on JCG's Consolidated Statements of Changes in Stockholders' Equity until realized. Realized gains, losses and declines in fair value that are judged to be other-than-temporary are reflected as a component of investment gains (losses), net on JCG's Consolidated Statements of Income. Accumulated gains and losses are reclassified to earnings when the securities are sold on a first-in, first-out cost basis.

Investment securities are classified as held-to-maturity when JCG has the intent and ability to hold the securities to maturity. Held-to-maturity securities are carried on JCG's Consolidated Balance Sheets at cost with corresponding interest income reflected as other income, net on JCG's Consolidated Statements of Income. Realized gains and losses, and declines in fair value that are judged to be other-than-temporary, are reflected as a component of investment gains (losses), net on JCG's Consolidated Statements of Income.

JCG periodically evaluates the carrying value of investment securities classified as available-for-sale or held-to-maturity for potential impairment. In determining if an impairment exists, JCG considers the duration, extent and circumstances of any decline in fair value. If the decline in value is determined to be other-than-temporary, the carrying value of the security is written down to fair value with the loss

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recognized currently in earnings. There were no impairments of investment securities for the years ended December 31, 2011 and 2010. Other-than-temporary impairment charges of $5.2 million were recognized during the year ended December 31, 2009.

Derivative Instruments

The Company utilizes derivative instruments to hedge market price risk and currency risk exposure associated with its investments in seeded investment products and to mitigate potential negative impacts on 2012 profitability in the case of a market downturn. These derivative instruments are not classified as hedges for accounting purposes. The Company records all derivatives as either assets or liabilities on JCG's Consolidated Balance Sheets and measures those investments at fair value. Changes in the value of the Company's derivative financial instruments are recognized as a component of investment gains (losses), net on JCG's Consolidated Statements of Income.

Fair Value Measurements

Fair value of assets and liabilities is determined using observable market data based on recent trading activity. Where observable market data is unavailable due to a lack of trading activity, JCG utilizes internally developed models to estimate fair value and independent third parties to validate assumptions, when appropriate. Estimating fair value requires significant management judgment, including benchmarking to similar instruments with observable market data and applying appropriate discounts that reflect differences between the securities that JCG is valuing and the selected benchmark. Depending on the type of securities owned by JCG, other valuation methodologies may be required.

Measurements of fair value are classified within a hierarchy based upon the transparency of inputs used in the valuation of an asset or liability. Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation hierarchy contains three levels:

•: Level 1 — Valuation inputs are unadjusted quoted market prices for identical assets or liabilities in active markets.
•: Level 2 — Valuation inputs are quoted market prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets and liabilities in active markets, and other observable inputs directly or indirectly related to the asset or liability being measured.
•: Level 3 — Valuation inputs are unobservable and significant to the fair value measurement.

JCG's Level 1 and Level 2 fair value measurements consist of exchange-traded equity and debt securities underlying separate accounts and consolidated mutual funds and shares of unconsolidated mutual funds. The underlying securities of mutual funds and separate accounts can be denominated in a foreign currency. The closing price of such securities may be adjusted to capture the effects of any post-closing activity impacting the markets in which they trade. These adjustments result in the securities being classified as Level 2 and can also result in significant movements of securities between Level 1 and Level 2.

JCG's Level 3 recurring fair value measurements primarily represent redeemable noncontrolling interests. Redeemable noncontrolling interests in INTECH are measured at fair value using a discounted cash flow methodology. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and terminal multiple of future cash flows. Redeemable noncontrolling interests in Perkins are measured by a contractual formula intended to represent fair value. (See Note 10 for further discussion of redeemable noncontrolling interests.) Other long-term investments are measured using internal models and other available data.

Nonrecurring Level 3 fair value measurements include goodwill and intangible assets. JCG measures the fair value of goodwill and intangible assets using a discounted cash flow analysis that requires assumptions regarding projected future earnings and discount rates. Because of the significance of the

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unobservable inputs in the fair value measurements of these assets and liabilities, such measurements have been classified as Level 3.

Income Taxes

Deferred income tax assets and liabilities are recorded for the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted income tax rates that may be in effect when these differences reverse. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. Significant management judgment is required in developing JCG's provision for income taxes, including the valuation allowances that might be required against deferred tax assets and the evaluation of various income tax contingencies.

Goodwill and Intangible Assets, Net

Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired companies. JCG's identifiable intangible assets generally represent the cost of client relationships and mutual fund advisory contracts acquired as well as brand name and trademark. Goodwill and indefinite-lived intangible assets are tested for impairment annually as of October 1 or more frequently if events or circumstances indicate that the carrying value may not be recoverable. Intangible assets subject to amortization are tested for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. Goodwill and intangible assets require significant management estimates and judgment, including the valuation and expected life determination in connection with the initial purchase price allocation and the ongoing evaluation for impairment.

Noncontrolling Interests and Redeemable Noncontrolling Interests

Noncontrolling interests that are not subject to put rights are classified in permanent equity. Redeemable noncontrolling interests are classified in mezzanine equity and are measured at estimated fair value as of the balance sheet date. Changes in fair value of redeemable noncontrolling interests are recognized as increases or decreases to redeemable noncontrolling interests with an offsetting charge to retained earnings. Earnings attributable to noncontrolling interests that are and are not subject to put rights are combined in JCG's Consolidated Statements of Income. Acquisitions of entities in which JCG holds an existing controlling interest are treated as a reduction of noncontrolling interests or redeemable noncontrolling interests in an amount equal to the purchase price. (See Note 10 for further discussion of noncontrolling interests.)

Revenue Recognition

Investment management and shareholder servicing fees are recognized as services are provided. These revenues are generally determined in accordance with contracts based upon a percentage of assets under management.

Performance fees are based on the performance of certain investment products as compared to an established benchmark over a specified period of time and are recognized at the end of the contractual period if the stated performance criteria are achieved.

Marketing

Marketing and promotional costs are expensed as incurred.

Stock-Based Compensation

Stock-based compensation cost is based on the grant date fair value of awards expected to vest at the end of the stated service period and consists of the total value of the awards less an estimate for forfeitures. The grant date fair value of stock options is determined using the Black-Scholes option pricing model and the grant date fair value of restricted stock is determined from a quoted market

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price. The Black-Scholes model requires management to estimate certain variables, including the lives of options from grant date to exercise date, the volatility of the underlying shares and future dividend rates.

JCG estimates, at the time of grant, the amount of awards that are not expected to vest based on historical forfeiture rates and subsequently records adjustments, as appropriate.

Other Income, Net

The components of other income for the years ended December 31, 2011, 2010 and 2009, are as follows ( in millions ):

	2011		2010			2009

Dividend income	$	2.5	$	0.5		$	0.5
Interest income		0.7		0.7			0.4
Translation gains (losses), net		0.2		(0.5	)		(1.1	)
Other, net		0.4		1.2			1.1

Total other income	$	3.8	$	1.9		$	0.9

Other Comprehensive Income (Loss)

The components of other comprehensive income (loss) include the change in fair value of available-for-sale investments owned by JCG, amortization of a deferred loss on an interest rate swap as well as foreign currency translation adjustments. The deferred loss on the interest rate swap was fully amortized as of December 31, 2011. (See Note 7 for further discussion.) The components of other comprehensive income (loss) for the years ended December 31, 2011, 2010 and 2009, are as follows ( in millions ):

*Year ended December 31, 2011*	Pre-tax amount			Tax (expense) benefit			Net amount

Net unrealized gain on available-for-sale securities	$	0.4		$	(0.1	)	$	0.3
Amortization of net loss on cash flow hedge		0.2			(0.1	)		0.1
Reclassification for gains included in net income		(2.2	)		0.8			(1.4	)
Foreign currency translation adjustment		(1.7	)		0.6			(1.1	)

Total other comprehensive loss	$	(3.3	)	$	1.2		$	(2.1	)

*Year ended December 31, 2010*	Pre-tax amount			Tax (expense) benefit			Net amount

Net unrealized gain on available-for-sale securities	$	1.3		$	(0.6	)	$	0.7
Amortization of net loss on cash flow hedge		0.3			(0.1	)		0.2
Reclassification for gains included in net income		(2.3	)		0.9			(1.4	)
Foreign currency translation adjustment		0.2			0.9			1.1

Total other comprehensive income	$	(0.5	)	$	1.1		$	0.6

*Year ended December 31, 2009*	Pre-tax amount			Tax (expense) benefit			Net amount

Net unrealized gain on available-for-sale securities	$	3.8		$	(1.4	)	$	2.4
Amortization of net loss on cash flow hedge		1.9			(0.7	)		1.2
Reclassification for gains included in net income		(0.6	)		0.2			(0.4	)
Impairment of available-for-sale securities		5.2			(1.9	)		3.3
Foreign currency translation adjustment		1.0			(1.2	)		(0.2	)

Total other comprehensive income	$	11.3		$	(5.0	)	$	6.3

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NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the Financial Accounting Standards Board ("FASB") issued new accounting guidance related to the consolidation of variable interest entities, which amends guidance for identifying the primary beneficiary in variable interest entities, requires ongoing assessments for purposes of identifying the primary beneficiary and eliminates the scope exception for qualifying special-purpose entities. In January 2010, the FASB deferred the provisions of this guidance primarily for entities with attributes of an investment company until the FASB and the International Accounting Standards Board develop converged guidance on consolidation. This accounting guidance may otherwise have resulted in the consolidation of certain mutual funds, other pooled investment vehicles, separate accounts and subadvised relationships (collectively referred to as "investment products"). An Exposure Draft was issued in November 2011 and included amendments that propose to rescind the above noted deferral and require all variable interest entities to be evaluated for consolidation under revised guidance. The proposed guidance clarifies whether a decision maker is using its power as a principal or an agent. This analysis would affect the determination of whether an entity is a variable interest entity and, if so, whether a reporting entity should consolidate the entity being evaluated. The Company is currently assessing the impact of this updated guidance on its consolidated financial statements.

In May 2011, the FASB issued an update regarding fair value measurements and disclosures. The amendments in the update result in common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and International Financial Reporting Standards. The amendments change the wording used to describe many of the requirements for measuring fair value and for disclosing information about fair value measurements. The update is effective for the Company's fiscal year beginning January 1, 2012. The adoption of this new guidance is not expected to have a material effect on the Company's consolidated financial statements.

In June 2011, the FASB issued an update regarding the presentation of comprehensive income. This standard eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. Under the updated guidance, an entity can elect to present items of net income and other comprehensive income in one continuous statement or in two separate but consecutive statements. Each component of net income and each component of other comprehensive income, together with totals for comprehensive income and its two parts (net income and other comprehensive income), would be displayed under either alternative. The statement(s) must be presented with equal prominence as the other primary financial statements. This standard is effective for the Company's fiscal year beginning January 1, 2012. The Company expects to present items of net income and other comprehensive income in one continuous statement.

In September 2011, the FASB issued an update to the accounting guidance related to the annual testing for goodwill impairment. The revised standard is intended to reduce the cost and complexity of the annual goodwill impairment test by providing reporting entities with the option of performing a qualitative assessment to determine whether further impairment testing is necessary. The revised standard is effective for annual and interim goodwill impairment tests performed for the Company's fiscal year beginning January 1, 2012. The adoption of this new guidance is not expected to have a material effect on the Company's consolidated financial statements.

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NOTE 4 — INVESTMENT SECURITIES

JCG's investment securities at December 31, 2011 and 2010, are summarized as follows ( in millions ):

	December 31, 2011									December 31, 2010

	Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Trading securities (carried at fair value)
Seeded investment products	$	196.6	$	8.2	$	(8.4	)	$	196.4	$	93.1	$	9.6	$	(0.6	)	$	102.1
Mutual fund share awards		72.6		6.5		(4.3	)		74.8		69.1		19.0		(0.1	)		88.0
Other investment securities		3.2		—		—			3.2		—		—		—			—
Available-for-sale securities (carried at fair value)
Seeded investment products		34.1		0.8		(3.4	)		31.5		10.2		2.7		—			12.9
Held-to-maturity securities (carried at amortized cost)		—		—		—			—		93.1		—		—			93.1
Derivative instruments		8.0		—		(1.9	)		6.1		—		—		—			—

Total investment securities	$	314.5	$	15.5	$	(18.0	)	$	312.0	$	265.5	$	31.3	$	(0.7	)	$	296.1

Other assets
Deferred compensation hedge asset	$	8.6	$	2.3	$	(0.1	)	$	10.8	$	16.8	$	6.8	$	(0.1	)	$	23.5

Cash flows related to investment securities for the years ended December 31, 2011, 2010 and 2009, are summarized as follows ( in millions ):

	December 31, 2011					December 31, 2010					December 31, 2009

	Purchases			Sales/ Maturities		Purchases			Sales/ Maturities		Purchases			Sales/ Maturities
Trading securities	$	(161.6	)	$	69.6	$	(104.6	)	$	47.4	$	(43.8	)	$	37.7
Available-for-sale securities		(0.5	)		38.5		(0.1	)		17.6		(1.5	)		19.2
Held-to-maturity securities		—			92.3		(92.7	)		—		—			—
Derivative instruments
Put spread option contracts		(8.0	)		—		—			—		—			—
Hedging securities on seed capital		(28.9	)		27.6		(21.6	)		16.2		(20.9	)		10.0

Total cash flows	$	(199.0	)	$	228.0	$	(219.0	)	$	81.2	$	(66.2	)	$	66.9

Investment securities are classified as follows:

Trading Securities

At December 31, 2011, investments classified as trading securities totaled $274.4 million, representing $196.4 million of seeded investment products, $74.8 million of investments related to economic hedging of mutual fund share awards and $3.2 million of other investment securities. Seeded investment products represent $48.9 million of securities held in separately managed accounts and $147.5 million of securities held in the portfolios of funds advised by the Company.

At December 31, 2010, investments classified as trading securities totaled $190.1 million, representing $76.1 million of securities held in the portfolios of funds advised by the Company, $26.0 million of securities held in separately managed accounts and $88.0 million of investments related to mutual fund share awards.

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JCG recognized gains (losses) of $11.1 million, $(4.0) million and $0.4 million from the sale of trading securities for the 12 months ended December 31, 2011, 2010 and 2009, respectively. Additionally, during the years ended December 31, 2011 and 2010, respectively, JCG recognized $7.2 million and $15.3 million of investment losses related to the mark-to-market adjustments for the economic hedge of the mutual fund share awards. Mark-to-market adjustments for the years ended December 31, 2009, and prior were recognized on a cumulative basis in the fourth quarter 2010 in conjunction with a correction in accounting treatment.

Available-for-Sale Securities

At December 31, 2011 and 2010, available-for-sale securities representing seeded investment products totaled $31.5 million and $12.9 million, respectively. JCG recognized gains of $2.2 million, $2.4 million and $0.6 million from the sale of available-for-sale securities for the 12 months ended December 31, 2011, 2010 and 2009, respectively. No impairment charges were recognized during the years ended December 31, 2011 or 2010, for seeded investment products. Other-than-temporary impairment charges of $5.2 million were recognized during the year ended December 31, 2009.

Held-to-Maturity Securities

At December 31, 2011, JCG did not own any held-to-maturity securities. At December 31, 2010, held-to-maturity securities totaled $93.1 million, primarily representing U.S. Treasury notes purchased in the second quarter 2010, which matured in August 2011.

Derivative Instruments

JCG implemented an economic hedge strategy in December 2008 covering the majority of trading securities related to initial cash investments in seeded products. The hedge strategy is designed to mitigate a portion of the net income volatility created by the mark-to-market accounting of these investment securities. The strategy primarily utilizes futures contracts on various market indices to minimize volatility in earnings. These instruments are settled daily, with settlement amounts recognized in investment (losses) gains, net on JCG's Consolidated Statements of Income.

JCG recognized the following net (losses) gains on the above noted hedged trading securities and associated derivative instruments ( in millions ):

	December 31,

	2011			2010			2009
Net (losses) gains in earnings:
Hedged trading securities	$	(7.9	)	$	7.1		$	10.6
Futures contracts		1.2			(5.1	)		(9.8	)

Total	$	(6.7	)	$	2.0		$	0.8

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Deferred Compensation

JCG invests in funds advised by the Company to create a fair value hedge for the deferred compensation plan. At December 31, 2011, investments related to the fair value hedge for the deferred compensation plan totaled $10.8 million. (See Note 13 for further discussion.)

NOTE 5 — GOODWILL AND INTANGIBLE ASSETS

JCG's goodwill and intangible assets are summarized below ( in millions ):

	December 31, 2010			Additions			December 31, 2011

Indefinite-lived intangible assets:
Mutual fund advisory contracts	$	918.6		$	—		$	918.6
Brand name and trademark		270.5			0.1			270.6
Definite-lived intangible assets:
Client relationships		163.2			—			163.2
Accumulated amortization		(78.7	)		(11.9	)		(90.6	)

Net intangible assets	$	1,273.6		$	(11.8	)	$	1,261.8

Goodwill	$	488.2		$	—		$	488.2

The majority of goodwill and intangible assets were generated from transactions in 2001 to buy out the noncontrolling interest of Janus and resulted in the recognition of $803.8 million of goodwill and $1,164.6 million of intangible assets, representing brand name and trademark, mutual fund advisory contracts and client relationships.

Acquisitions of interests in INTECH resulted in goodwill of $228.7 million and intangible assets of $133.1 million, representing client relationships. Acquisitions of interests in Perkins resulted in goodwill of $50.4 million and intangible assets of $86.4 million, representing mutual fund advisory contracts and client relationships.

Indefinite-lived intangible assets represent brand name and trademark and mutual fund advisory contracts.

Definite-lived intangible assets represent client relationships, which are amortized over their estimated lives of seven to 25 years using the straight-line method. Amortization expense was $11.9 million, $11.8 million and $12.5 million for the years ended December 31, 2011, 2010 and 2009, respectively. Future amortization expense is expected to be $11.9 million in 2012, $11.8 million in 2013, $9.3 million in 2014, $8.4 million in 2015, $8.2 million in 2016 and $23.0 million thereafter.

Impairment Testing

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2009 Impairment

JCG recognized goodwill and intangible asset impairment charges of $747.0 million and $109.7 million, respectively, as of March 31, 2009. The goodwill impairment charge was not deductible for income tax purposes. A tax benefit of $40.6 million was recognized as a result of the impairment of mutual fund advisory contracts. The October 2009 tests of indefinite-lived goodwill and intangible assets indicated that estimated fair values exceeded their respective book values, and no additional impairment charges were recognized.

NOTE 6 — FAIR VALUE MEASUREMENTS

The following table presents assets and liabilities carried at fair value as of December 31, 2011 ( in millions ):

	Level 1		Level 2		Level 3		Total

Trading securities
Seeded investment products	$	121.6	$	74.8	$	—	$	196.4
Mutual fund share awards		74.8		—		—		74.8
Other investment securities		—		—		3.2		3.2
Available-for-sale securities
Seeded investment products		9.0		22.5		—		31.5
Derivative instrument		—		6.1		—		6.1

Total investment securities		205.4		103.4		3.2		312.0

Other assets
Deferred compensation hedge asset		10.8		—		—		10.8

Total assets	$	216.2	$	103.4	$	3.2	$	322.8

Redeemable noncontrolling interests	$	—	$	—	$	88.6	$	88.6

Total liabilities	$	—	$	—	$	88.6	$	88.6

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The following table presents assets and liabilities carried at fair value as of December 31, 2010 ( in millions ):

	Level 1		Level 2		Level 3		Total		Investment Securities Not Held at Fair Value

Trading securities
Seeded investment products	$	62.9	$	39.2	$	—	$	102.1	$	—
Mutual fund share awards		88.0		—		—		88.0		—
Available-for-sale securities
Seeded investment products		11.5		1.4		—		12.9		—
Held-to-maturity securities		—		—		—		—		93.1

Total investment securities		162.4		40.6		—		203.0		93.1

Other assets
Deferred compensation hedge asset		23.5		—		—		23.5		—
Other long-term investments		—		—		5.5		5.5		—

Total assets	$	185.9	$	40.6	$	5.5	$	232.0	$	93.1

Redeemable noncontrolling interests	$	—	$	—	$	82.8	$	82.8	$	—

Total liabilities	$	—	$	—	$	82.8	$	82.8	$	—

For the 12 months ended December 31, 2011, there were $0.6 million of transfers out of Level 1 to Level 2 and no transfers out of Level 2 to Level 1. Transfers from Level 1 to Level 2 primarily represented foreign securities whose quoted market prices at December 31, 2011, required the additional consideration of subsequent fluctuations in active markets where no such consideration was necessary at December 31, 2010, due to less market volatility. For the 12 months ended December 31, 2010, there were no transfers out of Level 1 to Level 2 and $5.0 million of transfers out of Level 2 to Level 1. Transfers from Level 2 to Level 1 primarily represented foreign securities whose quoted market prices at December 31, 2009, required the additional consideration of subsequent fluctuations in active markets where no such consideration was necessary at December 31, 2010, due to less market volatility.

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The changes in fair value of JCG's recurring Level 3 fair value measurements are as follows ( in millions ):

	Other Investment Securities			Redeemable Noncontrolling Interests

Fair value at January 1, 2010	$	43.2		$	101.1
Distributions		(10.6	)		(9.3	)
Current earnings		—			5.8
Purchase of noncontrolling interest		—			(31.4	)
Purchase of investments		0.4			—
Sale of investments		(26.9	)		—
Impairment of investments		(0.6	)		—
Change in fair value		—			16.6

Fair value at December 31, 2010		5.5			82.8
Distributions		—			(9.4	)
Current earnings		—			9.6
Impairment of investments		(2.3	)		—
Change in fair value		—			2.4

Fair value at December 31, 2011	$	3.2		$	85.4

NOTE 7 — DEBT

Debt at December 31, 2011 and 2010, consisted of the following ( in millions ):

	2011				2010

	Carrying Value		Fair Value		Carrying Value			Fair Value
5.875% Senior Notes due 2011	$	—	$	—	$	92.2		$	94.7
6.250% Senior Notes due 2012		—		—		120.9			126.7
6.119% Senior Notes due 2014		82.3		85.9		82.3			86.5
3.250% Convertible Senior Notes due 2014		144.8		167.5		136.5			202.3
6.700% Senior Notes due 2017		368.1		392.7		367.9			386.3

Total		595.2		646.1		799.8			896.5
Less: current maturities		—		—		(213.1	)		(221.4	)

Total long-term debt	$	595.2	$	646.1	$	586.7		$	675.1

Fair Value of Debt

The fair value of debt was determined using broker quotes and recent trading activity for each of the notes listed above.

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Tender Offer for Certain Outstanding Senior Notes

On August 13, 2009, the combined proceeds of the July 2009 common stock issuance (see Note 11) and convertible senior notes offering, together with available cash, were used to repurchase $443.3 million aggregate principal amount of the Company's outstanding 2011, 2012 and 2017 senior notes in a tender offer with a focus on the 2011 and 2012 senior notes. JCG recognized a $5.8 million net gain on early extinguishment of debt related to the repurchase of these notes. Results of the tender offer were as follows ( in millions ):

	Aggregate Principal Outstanding		Principal Amount Tendered		Tender Offer Consideration		Gross Gain on Debt Tender		Deferred Costs		Tender Costs		Net Gain / (Loss) on Debt Tender

5.875% Senior Notes due 2011	$	275.0	$	182.8	$	182.8	$	—	$	1.8	$	1.0	$	(2.8	)
6.250% Senior Notes due 2012		300.0		179.1		175.5		3.6		0.9		1.0		1.7
6.700% Senior Notes due 2017		450.0		81.4		73.3		8.1		0.8		0.4		6.9

Total	$	1,025.0	$	443.3	$	431.6	$	11.7	$	3.5	$	2.4	$	5.8

Deferred costs include the write-off of previously capitalized bond discounts, issue costs and a deferred loss on the interest rate swap.

5.875% Senior Notes Due 2011

On September 18, 2006, JCG issued $275.0 million of 5.875% Senior Notes that were due September 15, 2011, and were not callable by JCG or redeemable at the option of the holders prior to maturity. Interest was paid semiannually on March 15 and September 15 of each year.

On May 2, 2006, JCG entered into a pay-fixed, receivable-variable interest rate swap (the "Swap"). On September 18, 2006, the Swap was terminated and JCG incurred a loss of $4.4 million, or $2.7 million net of tax, which was recorded in accumulated other comprehensive income on JCG's Consolidated Balance Sheets and was amortized to interest expense over the life of the 5.875% Senior Notes. The deferred loss on the Swap was fully amortized upon maturity of the 5.875% Senior Notes on September 15, 2011.

During the third quarter 2011, JCG retired its 5.875% Senior Notes at maturity. The 5.875% Senior Notes had a principal balance of $92.2 million, and this balance was settled in full by a cash payment on September 15, 2011.

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6.250% Senior Notes Due June 15, 2012, and 6.700% Senior Notes Due June 15, 2017

On June 14, 2007, JCG issued $300.0 million of 6.250% Senior Notes that were due June 15, 2012, and $450.0 million of 6.700% Senior Notes that are due June 15, 2017 (collectively, the "2007 Senior Notes"), and are callable by JCG. Interest is paid semiannually on June 15 and December 15 of each year. The proceeds from the 2007 Senior Notes issuance were $748.4 million. On June 26, 2007, approximately $160.0 million of the total proceeds were used to repay certain debt obligations while the remaining proceeds were used for acquisitions, the repurchase of JCG's common stock and general corporate purposes.

During the fourth quarter 2010, JCG exercised its call right on the $120.9 million carrying value of the 6.250% Senior Notes and retired the notes on January 14, 2011. Under the terms of the call, JCG was required to pay the present value of the principal and interest that would have been paid if the debt remained outstanding through maturity. As a result, JCG recognized a $9.9 million net loss on early extinguishment of debt in the first quarter 2011.

6.119% Senior Notes Due 2014

On April 26, 2004, JCG issued $527.4 million of 6.119% Senior Notes that are due April 15, 2014, and are not callable by JCG or redeemable at the option of the holders prior to maturity, in exchange for $465.1 million of Senior Notes (consisting of $286.9 million of 7.000% Senior Notes and $178.2 million of 7.750% Senior Notes). Interest is paid semiannually on April 15 and October 15 of each year. On May 19, 2004, JCG exercised its right to repurchase $445.0 million aggregate principal amount of the 6.119% Senior Notes.

3.250% Convertible Senior Notes

In July 2009, JCG issued $170.0 million of 3.250% convertible senior notes ("convertible senior notes"), which pay interest semiannually on July 15 and January 15 of each year and mature on July 15, 2014, unless earlier converted. The convertible senior notes are convertible under certain circumstances into cash, shares of JCG common stock, or a combination of cash and shares of JCG common stock, at JCG's election. The holders of the convertible senior notes have the right to require JCG to repurchase their notes for cash under certain circumstances. The original conversion rate of 71.3 shares of JCG common stock per $1,000 principal amount of convertible senior notes was adjusted during the fourth quarter 2011 as a result of the quarterly cash dividend paid on November 14, 2011. The adjusted conversion rate is 72.3 shares of JCG common stock per $1,000 principal amount of convertible senior notes, which is equivalent to a conversion price of approximately $13.83 per share of common stock, subject to adjustment in certain circumstances. JCG declared a regular quarterly cash dividend of $0.05 per share on January 24, 2012, which further changed the adjusted conversion rate to 72.7 shares of JCG common stock per $1,000 principal amount of convertible senior notes, equivalent to a conversion price of approximately $13.75 per share of common stock. The Company will continue to adjust the conversion rate with future dividend payments above $0.04 per share on an annual basis. The convertible senior notes are not callable by JCG.

Holders may convert their notes at their option prior to the close of business on the business day immediately preceding April 15, 2014, only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2009, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; or (2) upon the occurrence of other specified events. On or after April 15, 2014, until maturity, holders may convert their notes regardless of the preceding circumstances. As of December 31, 2011, the conversion criteria of the convertible senior notes have not been satisfied.

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Because the convertible senior notes may be wholly or partially settled in cash, the proceeds were required to be bifurcated into debt and equity components. The $125.7 million initial debt component was determined by discounting future contractual cash flows at a 10.0% rate, which is consistent with the estimated market rate at the time of issuance for similar senior notes with no conversion option. The debt component will accrete up to the face value over the five-year expected term through interest expense. The unamortized discount at December 31, 2011, is $25.2 million and will be amortized over the remaining period of 2.5 years. The $44.3 million (or $27.9 million, net of deferred taxes) initial equity component was determined using the difference between the proceeds and the debt component. The fair value of the convertible senior notes in the table on page 53 is based on the outstanding principal balance, while the carrying value represents the outstanding principal balance exclusive of the unamortized discounts. Interest expense related to the convertible senior notes includes interest on the outstanding principal balance as well as amortization of capitalized issuance costs and totaled $14.7 million for the year ended December 31, 2011.

Change of Control and Rating Downgrade Covenant

If the Company experiences a change of control, and in connection therewith, the 2007 Senior Notes become rated below investment grade by Standard & Poor's ("S&P") Rating Service and Moody's Investors Service, Inc. ("Moody's"), JCG must offer to repurchase the 2007 Senior Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the repurchase date.

Interest Rate Adjustment Covenant

All of JCG's senior notes, excluding the convertible senior notes, are subject to an interest rate adjustment covenant that provides that the interest rate payable will increase by 25 basis points for each level that the Company's debt rating is decreased by Moody's from Baa3 or by S&P from BBB-, up to a maximum increase of 200 basis points. If the interest rate has been adjusted upward as a result of either Moody's or S&P decreasing its rating, then for each level of a subsequent rating increase, the interest payable will be decreased by 25 basis points, but in no event to a rate less than the interest rate payable on the date of issuance of the respective notes. The interest rate adjustment covenant will permanently terminate if the Company's debt ratings increase to Baa2 (or higher) by Moody's and BBB (or higher) by S&P, with a stable or positive outlook regardless of any subsequent decrease in the ratings by either or both rating agencies. S&P increased JCG's credit rating to BBB- on January 10, 2011, resulting in a 25 basis point decrease in the interest rates payable on all of JCG's senior notes, excluding the convertible senior notes.

Credit Facility

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Aggregate Maturities of Indebtedness

The aggregate amounts of debt maturing or called in the next five years are as follows ( in millions ):


2012	$	—
2013		—
2014		252.4
2015		—
2016		—
Thereafter		368.6

Total	$	621.0

NOTE 8 — INCOME TAXES

JCG's components of income (loss) before taxes are as follows ( in millions ):

	December 31,

	2011		2010		2009
Domestic	$	218.4	$	235.3	$	(759.7	)
International		14.4		9.7		9.3

Total	$	232.8	$	245.0	$	(750.4	)

JCG's provision for income taxes is summarized as follows ( in millions ):

	December 31,

	2011		2010			2009
Current:
Federal	$	69.6	$	52.1		$	6.2
State and local		3.3		(8.5	)		(2.4	)
International		4.2		3.7			1.7

Total current		77.1		47.3			5.5

Deferred:
Federal		2.2		27.1			(14.5	)
State and local		0.1		2.3			2.8
International		—		(0.3	)		(0.1	)

Total deferred		2.3		29.1			(11.8	)

Total income tax provision	$	79.4	$	76.4		$	(6.3	)

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JCG's deferred income tax liabilities (assets) are summarized as follows ( in millions ):

	December 31,

	2011			2010
Income tax liabilities:
Intangible assets	$	457.9		$	447.2
Investments		—			11.2
Debt discounts and issue costs		8.8			11.7
Other		15.4			16.9

Deferred tax liabilities		482.1			487.0

Income tax assets:
Compensation and benefits		(58.6	)		(61.4	)
Accrued liabilities		(5.6	)		(7.2	)
Investments		(1.7	)		—
Other		(14.8	)		(18.0	)

Deferred tax assets		(80.7	)		(86.6	)

Net deferred income tax liabilities	$	401.4		$	400.4

The current deferred income tax amounts at December 31, 2011 and 2010, are included within other current assets. Deferred tax assets and liabilities are reflected on JCG's Consolidated Balance Sheets as follows ( in millions ):

	December 31,

	2011			2010
Current deferred income tax asset	$	(20.3	)	$	(9.9	)
Long-term deferred income tax liability		421.7			410.3

Net deferred income tax liabilities	$	401.4		$	400.4

JCG's effective income tax rate differs from the statutory federal income tax rate as follows:

	December 31,

	2011			2010			2009
Federal statutory rate		35.0	%		35.0	%		35.0	%
State and local tax rate, net of federal benefit		2.3	%		2.3	%		2.0	%
Noncontrolling interests		-1.7	%		-1.3	%		0.6	%
Effect of state rate change		—			—			-0.3	%
Impairment of goodwill		—			—			-36.8	%
Tax adjustments		-1.9	%		-6.1	%		0.5	%
Other		0.4	%		1.3	%		-0.2	%

Total effective income tax rate		34.1	%		31.2	%		0.8	%

The accounting guidance for uncertainty in income taxes sets forth a specific method for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. The tax contingencies liability relates primarily to general state tax items and has been recorded

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in other long-term liabilities and other current liabilities on JCG's Consolidated Balance Sheets, as appropriate. A reconciliation of the beginning and ending liability is as follows ( in millions ):

	December 31,

	2011			2010			2009
Beginning of period	$	9.2		$	23.7		$	24.2
Additions for tax positions of current year		0.8			0.7			0.7
Additions for tax positions of prior years		0.5			—			1.4
Reduction due to statute expirations		(3.1	)		(15.2	)		(1.3	)
Reduction due to settlement of audits		—			—			(1.3	)

End of period	$	7.4		$	9.2		$	23.7

As discussed in Note 2, the amounts included in the reconciliation of uncertain tax positions for the years ended December 31, 2010 and 2009, have been adjusted to exclude interest. The December 31, 2010, December 31, 2009, and January 1, 2009 balances have been reduced by $5.0 million, $13.2 million and $12.8 million, respectively, and as a result of the expiration of statutes of limitations, interest associated with the removal of uncertain tax positions for the years ended December 31, 2010 and 2009, has been reduced by $9.2 million and $0.8 million, respectively.

A deferred tax asset of $2.5 million is associated with the tax contingencies liability at December 31, 2011. If the tax contingencies liability and related deferred tax asset are reversed in future periods, the income tax provision would be favorably impacted by $4.9 million. As of December 31, 2011, JCG had $7.4 million of accrued reserves for income tax contingencies. JCG decreased its income tax contingency reserves in 2011 by $3.1 million as a result of the expiration of statutes of limitations, creating a net tax benefit of $2.0 million. JCG anticipates that its income tax contingency reserves will decrease by approximately $3.0 million in the next 12 months primarily from the expiration of statutes of limitations and the resolution of audits. Accrued reserves for income tax contingencies are presented in other accrued liabilities on JCG's Consolidated Balance Sheets.

Tax returns filed in previous years are subject to audit by various federal, state and international taxing authorities, and as a result of such audits, additional tax assessments may be proposed. As of December 31, 2011, tax years from 1996 and forward remain subject to audit.

Taxing authorities generally charge interest and may assess penalties in the event that a tax position taken is subsequently reversed upon examination. JCG has accrued interest on its uncertain tax provisions based on the rates specified by the applicable taxing authorities and has recorded the interest as a component of the tax provision. At December 31, 2011, 2010 and 2009, $3.4 million, $4.9 million and $13.1 million, respectively, of accrued interest are included in the liability for tax contingencies. Any potential penalties associated with a tax contingency will also be included as a component of the tax provision in the period in which the assessment of a penalty becomes likely. JCG does not believe that it is subject to any penalties related to its tax contingencies and, therefore, has not accrued a liability for tax penalties.

In the event of an overpayment of income taxes, taxing authorities generally pay interest from the date of the overpayment. JCG records interest income from taxing authorities as a component of the income tax provision.

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NOTE 9 — OTHER BALANCE SHEET CAPTIONS

Other current assets are composed of the following ( in millions ):

	December 31,

	2011		2010
Deferred commissions	$	3.0	$	4.9
Deferred income taxes		20.3		9.9
Other current assets		21.9		31.3

Total	$	45.2	$	46.1

Other accrued liabilities are composed of the following ( in millions ):

	December 31,

	2011		2010
Accrued marketing and distribution	$	15.7	$	17.8
Income tax contingencies		5.2		6.7
Deferred compensation liability		21.8		38.0
Interest payable		4.7		6.8
Other accrued liabilities		13.1		16.6

Total	$	60.5	$	85.9

NOTE 10 — NONCONTROLLING INTERESTS

Noncontrolling interests consist of the following:

Noncontrolling Interests That Are Not Subject to Put Rights

Noncontrolling interests that are not subject to put rights totaled $35.9 million as of December 31, 2011, representing third-party investors' ownership in consolidated seeded investment products of $29.2 million and the current value of certain INTECH and Perkins ownership interests held by employees of $6.7 million. Noncontrolling interests that are not subject to put rights totaled $11.7 million as of December 31, 2010, representing third-party investors' ownership in consolidated seeded investment products of $7.0 million and the current value of certain INTECH and Perkins ownership interests held by employees of $4.7 million. Certain of the INTECH and Perkins ownership interests granted to employees become subject to put rights upon vesting at which time such interests are reclassified to redeemable noncontrolling interests.

In May 2011 and June 2010, INTECH purchased ownership interests held by INTECH employees for $0.6 million and $5.0 million, respectively. These ownership interests represent less than 1% of total INTECH ownership interests and were not subject to put rights.

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests as of December 31, 2011, consist of INTECH and Perkins interests that are currently puttable to JCG or will become subject to put rights at certain future dates of $80.9 million and undistributed earnings of $4.5 million. Redeemable noncontrolling interests as of December 31, 2010, consist of INTECH and Perkins interests that are currently puttable to JCG or will become subject to put rights at certain future dates of $82.1 million and undistributed earnings of $0.7 million.

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INTECH

On February 19, 2010, pursuant to contractual obligations, JCG acquired an additional 3% interest in INTECH from the two founding members for $31.4 million. The additional interest acquired in 2010 resulted in a reduction of redeemable noncontrolling interests on JCG's Consolidated Balance Sheets in an amount equal to the purchase price. This transaction reduced the two founders' aggregate ownership interest to approximately 2% of INTECH. Although the two founding members are no longer employed by INTECH, they remain as consultants. Each of the two INTECH founding members is entitled to retain his remaining INTECH shares outstanding until his death and has the option annually to require JCG to purchase from him his remaining ownership interest of INTECH at fair value.

The following table discloses the effect on equity as a result of JCG's acquisition of the additional 3% interest in INTECH ( in millions ):

	For the year ended December 31,

	2011		2010			2009
Net income attributable to controlling interest	$	65.7	$	70.5		$	73.8
Decrease in JCG retained earnings from acquisition of noncontrolling interest		—		(29.1	)		(23.0	)

Change from net income (controlling interest) and acquisitions of noncontrolling interest	$	65.7	$	41.4		$	50.8

Total INTECH ownership interests held by the two founders have an estimated value of approximately $13.7 million as of December 31, 2011. Ownership interests held by other INTECH employees subject to put rights had an estimated value of approximately $2.6 million and $3.1 million as of December 31, 2011 and 2010, respectively.

Perkins

On December 31, 2008 ("closing"), JCG increased its ownership of Perkins to approximately 80% with the purchase of an additional 50% ownership interest for $90.0 million in cash. Subsequently, during the first quarter 2009, the issuance of Perkins LLC interests that vest ratably over four years to its Chief Executive Officer resulted in a decrease of JCG's ownership in Perkins by 2.2%.

JCG also has the option to acquire the majority of the remaining 22.2% interest of Perkins at fair value (as described below) on the third, fifth, seventh or each subsequent annual anniversary of the closing. The noncontrolling owners of Perkins have the option to require JCG to purchase any or all of their remaining ownership interests following the fourth or sixth anniversary of closing at fair value. The total Perkins noncontrolling interest subject to put rights had an estimated value of approximately $64.6 million and $63.0 million as of December 31, 2011 and 2010, respectively, based on a contractual formula driven by revenue and investment performance of products managed by Perkins. The formula is intended to represent fair value.

NOTE 11 — COMMON STOCK ISSUANCE

In July 2009, JCG issued 20.9 million shares of common stock, par value $0.01, at $11.00 per share in an underwritten common stock offering for net proceeds of approximately $218.1 million. The common stock issuance was under JCG's Shelf Registration.

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NOTE 12 — LONG-TERM INCENTIVE COMPENSATION

The components of JCG's long-term incentive compensation expense are summarized as follows ( in millions ):

	December 31,

	2011		2010		2009
Stock options	$	7.1	$	10.2	$	12.1
Restricted stock awards		21.2		26.6		24.8
Mutual fund share awards		29.2		28.3		21.6
Perkins senior profit interests		5.3		17.8		2.3
Employee stock purchase plan		0.2		0.2		0.2

Total long-term incentive compensation	$	63.0	$	83.1	$	61.0

Compensation cost associated with restricted stock includes $3.5 million, $3.9 million and $2.9 million of amortization of INTECH interests granted to certain key employees of INTECH for the years ended December 31, 2011, 2010 and 2009, respectively. Compensation cost classified within restricted stock also includes $1.2 million of amortization of Perkins ownership interests granted to a Perkins employee for each of the years ended December 31, 2011 and 2010.

Historical long-term incentive awards have been granted with ratable vesting schedules of between three and five years. The awards granted in 2011 were generally granted with a four-year ratable vesting schedule and are not subject to accelerated vesting. The awards JCG granted in 2010 were generally granted with a four-year ratable vesting schedule and were not subject to accelerated vesting. In addition to these awards, JCG granted a $10.0 million restricted stock award to its Chief Executive Officer on February 5, 2010. The award vested 50% on December 31, 2010, and 25% on January 1, 2012, and will vest 25% on January 1, 2013. INTECH also granted $5.1 million of ownership interests to its employees which generally vest and will be recognized over a four-year period. This award represents less than 1% of total INTECH ownership interests. The JCG awards granted in 2009 were granted with a four-year ratable vesting schedule and were not subject to accelerated vesting. In addition to the 2009 awards, Perkins granted $5.0 million of ownership interests with a four-year ratable vesting schedule, and INTECH granted $5.5 million of ownership interests which vest over 10 years.

At December 31, 2011, unrecognized compensation, net of estimated forfeitures, and the weighted-average number of years over which the compensation cost will be recognized are summarized as follows ( in millions ):

	Unrecognized Compensation

Stock options	$	9.3	1.7
Restricted stock awards		43.9	3.4
Mutual fund share awards		49.7	2.4

Total	$	102.9	2.8

Unrecognized INTECH interests included in restricted stock awards in the table above totaled $13.3 million and will be recognized over a weighted-average period of 5.5 years. Restricted stock included in the table above also includes unrecognized Perkins ownership interests totaling $1.2 million and will be recognized over a weighted-average period of 1.0 year.

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JCG generally grants annual long-term incentive awards in February of each year. The 2012 annual grant, not included in the table above, totaled $55.0 million and will generally be recognized ratably over a four-year period. The 2012 annual grant is not subject to performance-based accelerated vesting.

Stock Options

There were no stock options granted to employees in 2011. The fair value of stock options granted to JCG employees in 2010 and 2009 was estimated on the date of each grant using the Black-Scholes option pricing model with the following assumptions:



Dividend yield	0.34	%	0.75	%
Expected volatility	65	%	54	%
Risk-free interest rate	2.29	%	1.85	%
Expected life	5 years		5 years

Expected volatility was determined using an average of JCG's historical volatility and industry and market averages, as appropriate. Expected life was determined using employee termination rates and vesting periods of each grant. The risk-free interest rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of each grant. Stock options granted prior to February 2006 have a maximum contractual term of 10 years, and options granted thereafter have a maximum contractual term of seven years.

The table below summarizes JCG's outstanding options:

	2011					2010					2009

	Shares			Weighted- Average Exercise Price		Shares			Weighted- Average Exercise Price		Shares			Weighted- Average Exercise Price
Outstanding at January 1		16,156,404		$	14.32		16,957,307		$	15.99		11,704,879		$	21.91
Granted		—			—		2,120,832			11.76		6,283,643			5.32
Exercised		(473,312	)		5.58		(626,373	)		5.46		—			—
Forfeited		(217,051	)		7.54		(513,644	)		8.40		(811,139	)		15.10
Expired		(465,137	)		22.47		(1,781,718	)		32.05		(220,076	)		28.97

Outstanding at December 31		15,000,904		$	14.44		16,156,404		$	14.32		16,957,307		$	15.99

Exercisable		1,954,233		$	5.32		1,143,547		$	5.51		359,871		$	6.21

Vested or expected to vest		14,028,905		$	14.94		15,015,370		$	14.87		15,520,200		$	16.44

Weighted-average fair value of options granted during the year	$	—				$	6.39				$	2.41

Intrinsic value of options at December 31 ( in millions):
Exercised	$	2.8				$	4.4				$	—

Outstanding	$	4.3				$	40.5				$	48.4

Exercisable	$	1.9				$	8.5				$	2.6

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The following table summarizes the information about stock options that were outstanding at December 31, 2011:

	Outstanding						Exercisable

Range of Exercise Prices	Number Outstanding		Weighted- Average Remaining Contractual Life (years)		Weighted- Average Exercise Price		Number Exercisable		Weighted- Average Remaining Contractual Life (years)		Weighted- Average Exercise Price
$5 to $15		8,155,469		3.84	$	8.93		1,954,233		4.09	$	5.32
$15 to $25		4,854,287		1.86		18.47		—		—		—
$25 to $28		1,991,148		2.48		27.17		—		—		—

$5 to $28		15,000,904		3.02	$	14.44		1,954,233		4.09	$	5.32

Restricted Stock Awards

The table below summarizes unvested restricted stock awards for the years ended December 31, 2011, 2010 and 2009:

	2011					2010					2009

	Shares			Weighted- Average Grant-Date Fair Value		Shares			Weighted- Average Grant-Date Fair Value		Shares			Weighted- Average Grant-Date Fair Value
Unvested at January 1		3,710,792		$	9.64		4,302,285		$	10.79		1,947,189		$	25.89
Granted		2,523,901			11.58		1,677,758			11.95		3,748,536			5.76
Vested		(1,345,896	)		12.23		(1,986,825	)		13.66		(1,053,436	)		19.67
Forfeited		(188,663	)		10.87		(282,426	)		12.36		(340,004	)		14.18

Unvested at December 31		4,700,134		$	9.90		3,710,792		$	9.64		4,302,285		$	10.79

The total fair value of restricted stock that vested during the years ended December 31, 2011, 2010 and 2009, was $16.4 million, $24.8 million and $9.5 million, respectively.

Price-Vesting Units

JCG granted 249,100 in price-vesting units to its Chief Executive Officer on December 30, 2011, totaling $1.2 million. These price-vesting units comprise two tranches of $0.6 million each. The first tranche is subject to a stock price hurdle representing a 27% premium over the $6.31 closing price of the Company's common stock on the date of grant and the second tranche is subject to a stock price hurdle representing a 58% premium over the same closing price. Both tranches vest ratably over a four-year service period. To achieve each price hurdle, the Company's common stock must close at or above the prescribed price for 20 consecutive trading days at any time during the service period of the award. The units only vest if both the price hurdle and the service conditions are met. The price-vesting units award is required to be amortized using the graded-vesting method due to the underlying market conditions as represented by the stock price hurdles. In addition, the expense will be recognized irrespective of achieving the price hurdles provided service conditions are satisfied.

Mutual Fund Share Awards

During 2011, 2010 and 2009, JCG granted employees $36.4 million, $43.2 million and $36.6 million, respectively, in awards that are indexed to certain mutual funds managed by the Company. Upon vesting, participants receive the value of the award adjusted for earnings or losses attributable to the mutual funds to which the award was indexed, subject to tax withholding.

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Historically, the Company has entered into fair value hedges to protect against the market variability of the mutual funds to which the awards were indexed by making investments equal to the amount of the awards in the mutual funds selected by the participants. Rather than recording subsequent changes in market value currently within earnings, such changes were recorded as offsetting increases or decreases to the Company's hedge assets and mutual fund share award liability, or both.

Incremental changes in the fair value of the mutual fund share awards along with the mutual fund share awards themselves are subject to vesting considerations. Changes in the fair value of the Company's investments in mutual funds are not, however, subject to vesting considerations. The vesting considerations related to the mutual fund share awards generate ineffectiveness within the fair value hedges that had not been recognized in earnings prior to the fourth quarter 2010. Accounting guidance defines ineffectiveness as the amount by which changes in the fair value of the hedged item during a given accounting period is not perfectly offset by changes in the hedge instrument during that same period.

During the fourth quarter 2010, JCG concluded that the historical accounting treatment for the mutual fund share awards and the associated hedge instrument was incorrect due to the ineffectiveness discussed above. Accordingly, for financial accounting purposes, the hedging relationship was terminated and mark-to-market adjustments on the awards and associated hedge, previously recognized as increases or decreases in the mutual fund share award liability, were recorded in earnings in the fourth quarter 2010. Since that time, JCG has accounted for the mutual fund share award liability and the related investments in mutual funds as separate instruments, with their respective changes in fair value recognized in earnings each reporting period.

JCG recognized $2.7 million of long-term incentive compensation expense related to mark-to-market adjustments of mutual fund share awards in the fourth quarter 2010. These adjustments included expenses of $3.1 million related to the fourth quarter 2010 and $1.1 million related to prior quarters of 2010, offset by a $1.5 million gain for mark-to-market adjustments for years 2009 and prior.

JCG also recognized $14.3 million of net investment gains related to mark-to-market adjustments for previously unrecognized changes in fair value of mutual fund share award investments in the fourth quarter 2010. These adjustments included net gains of $4.8 million related to the fourth quarter 2010, $5.1 million related to prior quarters of 2010 and $4.3 million for the years 2009 and prior.

JCG assessed the significance of the incorrect accounting and concluded that recognizing a cumulative adjustment in the fourth quarter 2010 was not material to JCG's financial statements for any reported prior period or on a cumulative basis to 2010.

At December 31, 2011, the cost basis of unvested awards totaled $72.6 million.

Perkins Senior Profits Interests

On December 31, 2008, Perkins granted senior profits interest awards designed to retain and incentivize key employees to grow the business. These awards vest on the fifth anniversary of grant and are generally entitled to a total of 5% of Perkins' annual taxable income. In addition, these awards have a formula-driven terminal value based on revenue and relative investment performance of products managed by Perkins. JCG can call and terminate any or all of the awards on the fifth, seventh or each subsequent anniversary of grant or prior to the fifth anniversary of grant if the formula yields a terminal value equal to or greater than $40.0 million. Participants can require JCG to terminate the awards in exchange for the then-applicable formula price on the sixth anniversary of grant. The senior profits interest awards are also subject to termination at premiums or discounts to the formula at the option of JCG or certain employees, as applicable, upon certain corporate or employment-related events affecting Perkins or certain employees.

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Long-Term Incentive Stock Plans

On May 10, 2005, JCG shareholders approved the 2005 Long-Term Incentive Stock Plan ("2005 Plan"), which allowed the Board of Directors to grant up to 15.0 million shares of equity-based awards, including stock options and restricted stock. The 2010 annual grant in February used the majority of the remaining shares under the 2005 Plan. On April 29, 2010, JCG shareholders approved the 2010 Long-Term Incentive Stock Plan ("2010 Plan"), which allows JCG to grant up to 4.4 million shares of equity-based awards, including stock options and restricted stock. Subsequent to the 2012 annual grant in February, approximately 0.6 million shares of equity-based awards are available to be granted under the 2010 Plan. The Company intends to seek shareholder approval for additional shares for equity-based awards at its 2012 Annual Meeting of Stockholders.

NOTE 13 — EMPLOYEE BENEFIT PLANS

Substantially all full-time employees of JCG are eligible to participate in a company-sponsored 401(k), Employee Stock Ownership Plan ("ESOP") and profit-sharing plan (collectively, the "401(k) Plan"). Historically, JCG has matched a maximum of 3% of employee compensation in the 401(k) Plan. During 2009, JCG decreased the company match to the 401(k) Plan to $0.50 per dollar up to 3% of employee compensation. JCG reinstated the previous 401(k) Plan company match of a maximum of 3% of employee compensation in 2010. Contributions to the ESOP and the profit-sharing components of the 401(k) Plan are made at the discretion of the Board of Directors' Compensation Committee. Participants vest ratably in the ESOP and profit-sharing contributions over a five-year period. Expenses related to the 401(k) Plan were $6.3 million, $8.7 million and $7.2 million in 2011, 2010 and 2009, respectively.

The Company also has a deferred compensation plan for certain highly compensated employees. Eligible participants may defer a portion of their compensation and have the ability to earn a return by indexing their deferrals to mutual funds managed by the Company. The Company makes no contributions to the plan. To protect against market variability of the liability, the Company creates a fair value hedge by investing in mutual funds that are consistent with the deferred amounts and mutual fund elections of the participants. Changes in market value increase or decrease the investment asset held by the Company with the offset recorded to the liability to the participants. Any hedge ineffectiveness will result in increases or decreases in employee compensation and benefits expense. Hedge effectiveness is assessed quarterly and the hedge has been 100% effective since inception; therefore, no gain or loss has been recognized. At December 31, 2011, the notional amount of the fair value hedge is $6.2 million and represents total payroll deferrals.

NOTE 14 — EARNINGS PER SHARE

Basic earnings per common share is calculated by dividing net income attributable to JCG common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share adjusts the weighted-average shares outstanding by the dilutive impact of

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shares underlying stock options and unvested restricted stock awards. The following is a summary of the earnings per share calculation ( in millions, except per share data ):

	For the year ended December 31,

	2011		2010		2009
Net income (loss) attributable to JCG common shareholders	$	142.9	$	159.9	$	(757.1	)

Basic earnings (loss) per share attributable to JCG common shareholders:
Weighted-average common shares outstanding		182.5		179.8		166.5

Basic earnings (loss) per share	$	0.78	$	0.89	$	(4.55	)

Diluted earnings (loss) per share attributable to JCG common shareholders:
Weighted-average common shares outstanding		182.5		179.8		166.5
Dilutive effect of stock options and unvested restricted stock using the treasury stock method		1.7		2.2		—

Weighted-average diluted common shares outstanding		184.2		182.0		166.5

Diluted earnings (loss) per share	$	0.78	$	0.88	$	(4.55	)

Dividends per share	$	0.15	$	0.04	$	0.04

The following stock options, unvested restricted stock and price-vesting units are anti-dilutive and have not been included in the weighted-average diluted shares outstanding calculation ( in millions ):

	For the year ended December 31,

	2011		2010		2009
Stock options		10.6		11.2		17.0
Unvested restricted stock and price-vesting units		2.1		1.5		4.2

All shares held in the JCG ESOP are treated as outstanding for purposes of computing basic earnings per share. The computation of diluted earnings per share does not include the impact of the convertible senior notes because the effect would be anti-dilutive as the conversion criteria have not been satisfied. As a result of JCG's net loss for the year ended December 31, 2009, all stock options and unvested restricted stock in 2009 were anti-dilutive.

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NOTE 15 — COMMITMENTS AND CONTINGENCIES

Operating and Capital Leases

JCG rents office space and equipment under the terms of various operating lease agreements. As of December 31, 2011, future minimum rental commitments under non-cancelable operating and capital leases are as follows ( in millions ):


2012	$	17.0
2013		13.2
2014		12.1
2015		11.8
2016		11.6
Thereafter		33.2

Total	$	98.9

Rent expense was $17.8 million, $16.5 million and $20.2 million in 2011, 2010 and 2009, respectively.

JCG's capital lease obligations represent leased computer equipment. The carrying value of the obligations at December 31, 2011 and 2010, totaled $1.2 million and $1.3 million, respectively, and is included in accrued liabilities and other liabilities on JCG's Consolidated Balance Sheets. The related lease terms extend through 2016.

Investment Management Contracts

Most of JCG's revenues are derived pursuant to investment advisory agreements with its investment advisory clients. Investment advisory agreements with mutual funds may be terminated by either party with notice, or terminated in the event of an "assignment" (as defined in the Investment Company Act of 1940 as amended (the "1940 Act")), and must be approved and renewed annually by the disinterested members of each fund's trustees, or its shareowners, as required by law. Generally, any change in control of JCG would constitute an assignment under the 1940 Act. In addition, a mutual fund's trustees or directors may terminate these investment advisory agreements upon written notice for any reason.

NOTE 16 — LITIGATION AND OTHER REGULATORY MATTERS

JCG is periodically involved in various legal proceedings and other regulatory matters. At December 31, 2011, JCG has a litigation accrual of $1.6 million for all pending litigation matters. Possible losses in addition to this amount cannot be currently estimated, and as such, no additional accruals have been made. Although there can be no assurances, based on information currently available, management believes that it is probable that the ultimate outcome of each of the actions described below and other matters that are pending or threatened will not have a material effect on JCG's consolidated financial condition.

Market Timing Litigation

Following the market timing investigations by the New York Attorney General and the SEC in 2003, JCG and certain affiliates were named as defendants in a consolidated lawsuit in the U.S. District Court in Baltimore, Maryland ( Case No. MDL No. 1586, 04-MD-15863 ). Five amended complaints were originally filed in these coordinated proceedings and only two complaints remained and were successfully resolved during 2011. The first complaint related to derivative claims by investors in certain Janus funds ostensibly on behalf of such funds ( Steinberg et al. v. Janus Capital Management, LLC et al., U.S. District Court, District of Maryland, Case No. 04-CV-00518 ). On January 20, 2010, the U.S. District Court entered orders dismissing the remaining claims asserted against JCG and its affiliates by fund

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investors in the Steinberg matter, and the Fourth Circuit Court of Appeals affirmed the dismissal of claims on December 2, 2011.

After a trial court dismissal and subsequent appeal, the second complaint remaining during 2011 of First Derivative Traders et. al. v. Janus Capital Group Inc., et al., U.S. District Court, District of Maryland, MDL 1586, a putative class of shareholders of the Company asserting claims against JCG and Janus, was dismissed in JCG's and Janus' favor by the U.S. Supreme Court in June 2011.

Other Regulatory Matters

As previously disclosed on JCG's Form 8-K dated November 23, 2010, JCG received a governmental inquiry regarding an insider trading investigation. JCG is cooperating fully with that inquiry. JCG has not been accused of any wrongdoing, and the government confirmed that JCG is not a target or a subject of its investigation into potential insider trading.

NOTE 17 — RELATED PARTY TRANSACTIONS

JCG earns fees from the various registered investment companies for which it acts as investment adviser. Accounts receivable include amounts due from these investment companies. The table below presents this related party activity as of and for the years ended December 31, 2011, 2010 and 2009 ( in millions ):

	Investment Management and Shareowner Servicing Fees		Accounts Receivable from Registered Investment Companies		12b-1 Plan Fees Earned

2011	$	804.9	$	56.1	$	5.2
2010	$	820.0	$	81.7	$	8.5
2009	$	662.7	$	73.0	$	6.3

NOTE 18 — SHAREHOLDER RIGHTS PLAN

JCG does not currently have a Shareholder Rights Plan ("Rights Plan") in place as JCG's Board of Directors let the previous Rights Plan expire by its terms in June 2010. The Board of Directors reserves the right to implement a new Rights Plan at any time.

NOTE 19 — SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates in one business segment, its Investment Management operations.

The following summary provides information concerning JCG's principal geographic areas as of and for the years ended December 31, 2011, 2010 and 2009 ( in millions ):

	2011		2010		2009

Revenues:
United States	$	876.7	$	903.2	$	757.1
International		105.2		112.5		91.6

Total	$	981.9	$	1,015.7	$	848.7

Long-lived assets:
United States	$	1,729.4	$	1,792.9	$	1,789.2
International		6.0		6.9		8.1

Total	$	1,735.4	$	1,799.8	$	1,797.3

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International revenues and assets are attributed to countries based on the location in which revenues are earned, primarily the United Kingdom.

NOTE 20 — QUARTERLY FINANCIAL DATA (UNAUDITED)

	2011

(in millions, except per share amounts)	First Quarter			Second Quarter			Third Quarter		Fourth Quarter			Full Year
Total revenue	$	265.4		$	264.0		$	236.9	$	215.6		$	981.9
Operating income		85.2			81.8			74.2		70.6			311.8
Net income		40.9			45.5			27.3		39.7			153.4
Noncontrolling interests		(3.0	)		(3.6	)		0.1		(4.0	)		(10.5	)
Net income attributable to JCG		37.9			41.9			27.4		35.7			142.9
Basic earnings per share attributable to JCG common shareholders	$	0.21		$	0.23		$	0.15	$	0.20		$	0.78
Diluted earnings per share attributable to JCG common shareholders	$	0.21		$	0.23		$	0.15	$	0.19		$	0.78

	2010

(in millions, except per share amounts)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
Total revenue	$	246.9		$	249.3		$	243.8		$	275.7		$	1,015.7
Operating income		67.3			61.4			57.1			95.8			281.6
Net income		33.4			31.4			35.4			68.4			168.6
Noncontrolling interests		(2.1	)		(1.2	)		(2.9	)		(2.5	)		(8.7	)
Net income attributable to JCG		31.3			30.2			32.5			65.9			159.9
Basic earnings per share attributable to JCG common shareholders	$	0.17		$	0.17		$	0.18		$	0.37		$	0.89
Diluted earnings per share attributable to JCG common shareholders	$	0.17		$	0.17		$	0.18		$	0.36		$	0.88

ITEM 9 . CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF CONTROLS AND PROCEDURES

As of December 31, 2011, JCG's management evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed by the Company to seek to ensure that it records, processes, summarizes and reports in a timely manner the information it must disclose in reports that it files with or submits to the Securities and Exchange Commission. Richard M. Weil, Chief Executive Officer, and Bruce L. Koepfgen, Executive Vice President and Chief Financial Officer, reviewed and participated in management's evaluation of the disclosure controls and procedures. Based on this evaluation, Messrs. Weil and Koepfgen concluded that as of the date of their evaluation, JCG's disclosure controls and procedures were effective.

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There has been no change in JCG's internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter 2011 that has materially affected, or is reasonably likely to materially affect, JCG's internal controls over financial reporting.

JCG's Management Report on Internal Control over Financial Reporting and Deloitte & Touche LLP's Report of Independent Registered Public Accounting Firm, which contains its attestation on JCG's internal control over financial reporting, are incorporated by reference from Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEMS 10, 11, 12, 13 AND 14.

The Company's Proxy Statement for its 2012 Annual Meeting of Stockholders, which, when filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, will be incorporated by reference in this Annual Report on Form 10-K pursuant to General Instruction G(3) of Form 10-K, provides the information required under Part III (Items 10, 11, 12, 13 and 14).

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) List of Documents Filed as Part of This Report

(1): Financial Statements

The financial statements and related notes, together with the report of Deloitte & Touche LLP dated February 27, 2012, appear in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

(2): Financial Statement Schedules

The schedules and exhibits for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission appear in Part II, Item 8, Financial Statements and Supplementary Data, under the Index to Financial Statements of this Annual Report on Form 10-K.

(3): List of Exhibits

(b) Exhibits

The Company has incorporated by reference herein certain exhibits as specified below pursuant to Rule 12b-32 under the Exchange Act.


		(3) Articles of Incorporation and Bylaws
3.1.1		Delaware Certificate of Incorporation as Amended and Restated on June 14, 2000, is hereby incorporated by reference from Exhibit 3.1.1 to JCG's Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
3.1.2		Certificate of Designation dated June 15, 2000, establishing Series A Preferred Stock, is hereby incorporated by reference from Exhibit 3.1.2 to JCG's Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)

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3.2		Bylaws of Janus Capital Group Inc. as Amended and Restated on October 21, 2008, is hereby incorporated by reference from Exhibit 3.1 to JCG's Form 10-Q for the quarterly period ended September 30, 2008 (File No. 001-15253)
3.3		Certificate of Ownership and Merger, merging Janus Capital Corporation with and into Stilwell Financial Inc., is hereby incorporated by reference from Exhibit 3.1 to JCG's Registration Statement on Form S-4 declared effective on February 11, 2003 (File No. 333-102783)
		(4) Instruments Defining the Rights of Security Holders, Including Indentures
4.1		Form of Certificate representing Common Stock is hereby incorporated by reference from Exhibit 4.1 to JCG's Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
4.2		Article FOURTH, Article FIFTH, Article SIXTH, Article SEVENTH and Article ELEVENTH of Exhibit 3.1.1 above are hereby incorporated by reference
4.3		Article II; Article III, Section 2; and Article V of Exhibit 3.2 above are hereby incorporated by reference
4.5		Indenture dated as of November 6, 2001 (2001 Indenture), between Janus Capital Group Inc. and The Bank of New York Trust Company N.A. (as successor to The Chase Manhattan Bank), is hereby incorporated by reference from Exhibit 4.1 to JCG's Current Report on Form 8-K, dated November 6, 2001
4.5.1		First Supplemental Indenture to the 2001 Indenture, dated as of June 14, 2007, between the Company and The Bank of New York Trust Company, N.A. (as successor to the Chase Manhattan Bank), is hereby incorporated by reference from Exhibit 4.5 to JCG's Current Report on Form 8-K, dated June 14, 2007 (File No. 001-15253)
4.5.1		Second Supplemental Indenture to the 2001 Indenture, dated July 21, 2009, between Janus Capital Group Inc. and The Bank of New York Mellon Trust Company, N.A., is hereby incorporated by reference from Exhibit 4.2 to JCG's Current Report on Form 8-K, dated July 23, 2009 (File No. 001-15253)
4.5.3		Officers' Certificate pursuant to the 2001 Indenture (as per Exhibit 4.5 above) is hereby incorporated by reference from Exhibit 4.2 to JCG's Current Report on Form 8-K, dated November 6, 2001 (File No. 001-15253)
4.6		Form of 3.25% Convertible Senior Notes due 2014, is hereby incorporated by reference from Exhibit 4.3 to JCG's Current Report on Form 8-K, dated July 23, 2009 (File No. 001-15253)
4.7		6.119% Senior Notes Due 2014 Indenture (2004 Indenture), dated as of April 26, 2004, between Janus Capital Group Inc. and JPMorgan Chase Bank, as Trustee is hereby incorporated by reference from Exhibit 4.2 to JCG's Form 10-Q for the quarterly period ended March 31, 2004 (File No. 001-15253)
4.8		6.700% Senior Notes Due 2017 Prospectus Supplement (to Prospectus dated June 5, 2007) is hereby incorporated by reference from Form 424B5, filed June 11, 2007 (File No. 333-143510)
4.9		First Supplemental Indenture to the 2004 Indenture, dated as of June 14, 2007, between the Company and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), is hereby incorporated by reference from Exhibit 4.6 to JCG's Current Report on Form 8-K, dated June 14, 2007 (File No. 001-15253)

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4.9.1		Officers' Certificate pursuant to the Indenture establishing the terms of 2017 Notes (as per Exhibit 4.8 above) is hereby incorporated by reference from Exhibit 4.2 to JCG's Current Report on Form 8-K, dated June 14, 2007 (File No. 001-15253)
		(10) Material Contracts
10.1		Representative Director Indemnification Agreement is hereby incorporated by reference from Exhibit 10.1 to JCG's Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
10.2		Intercompany Agreement, dated as of August 16, 1999, between Kansas City Southern Industries, Inc. and Janus Capital Group Inc., is hereby incorporated by reference from Exhibit 10.3 to JCG's Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
10.3		Tax Disaffiliation Agreement, dated as of August 16, 1999, between Kansas City Southern Industries, Inc. and Janus Capital Group Inc., is hereby incorporated by reference from Exhibit 10.4 to JCG's Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
10.4		$125 million Amended Competitive Advance and Revolving Credit Facility Agreement, dated as of June 12, 2009, with Citibank, N.A., as administrative agent and JPMorgan Chase Bank, N.A., as syndication agent for the lenders, is attached to this Form 10-K as Exhibit 10.4*
10.4.1		$100 million 364-Day Competitive Advance and Revolving Credit Facility Agreement, dated as of October 4, 2010, with JPMorgan Chase Bank, N.A., as administrative agent and swingline lender, is attached to this Form 10-K as Exhibit 10.4.1*
10.4.2		$250 million Three-Year Senior Unsecured Revolving Credit Facility, dated as of October 14, 2011, with JPMorgan Chase Bank, N.A., as administrative agent and swingline lender, is hereby incorporated by reference from Exhibit 10.2 to JCG's 10-Q for the quarterly period ended September 30, 2011 (File No. 001-15253)*
10.5		Amended and Restated Limited Liability Company Agreement of Janus Capital Management LLC, dated as of March 13, 2002, is hereby incorporated by reference to JCG's Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-15253)
10.6		Janus Capital Group Inc. Employee Stock Purchase Plan, as Amended and Restated Effective October 23, 2006, is hereby incorporated by reference from Exhibit 10.1 to JCG's Form 10-Q for the quarterly period ended September 30, 2006 (File No. 001- 15253)*
10.7		Janus Capital Group Inc. Amended and Restated 2004 Employment Inducement Award Plan, effective as of January 22, 2008, is hereby incorporated by reference from Exhibit 10.2 to JCG's Form 10-Q for the quarterly period ended September 30, 2008 (File No. 001-15253)*
10.8		Janus Capital Group Inc. 2012 Employment Inducement Award Plan, effective as of January 24, 2012, is attached to this Form 10-K as Exhibit 10.8*
10.9		Janus Capital Group Inc. Amended and Restated Mutual Fund Share Investment Plan, effective January 1, 2012, is attached to this Form 10-K as Exhibit 10.9*
10.10		Janus Capital Group Inc. Management Incentive Compensation Plan, effective January 1, 2008, is hereby incorporated by reference from Appendix D to JCG's 2008 Proxy Statement on Schedule 14A (File No. 001-15253)*

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10.11		Janus Capital Group Inc. 401(k) and Employee Stock Ownership Plan ("Janus 401(k) Plan"), as amended and restated effective January 1, 2009, is hereby incorporated by reference from Exhibit 10.14 to JCG's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-15253)*
10.12		Amendment No. 1 to Janus 401(k) Plan, effective December 30, 2009, is hereby incorporated by reference from Exhibit 10.14.1 to JCG's Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001- 15253)*
10.12.1		Amendment No. 2 to Janus 401(k) Plan, effective July 19, 2010, is hereby incorporated by reference from Exhibit 10.3 to JCG's 10-Q for the quarterly period ended June 30, 2010 (File No. 001- 15253)*
10.12.2		Amendment No. 3 to Janus 401(k) Plan, effective June 21, 2011, is attached to this Form 10-K as Exhibit 10.12.2*
10.12.3		Amendment No. 4 to Janus 401(k) Plan, effective June 21, 2011, is attached to this Form 10-K as Exhibit 10.12.3*
10.12.4		Amendment No. 5 to Janus 401(k) Plan, effective July 1, 2011, is hereby incorporated by reference from Exhibit 10.1 to JCG's 10-Q for the quarterly period ended June 30, 2011 (File No. 001-15253)*
10.12.5		Amendment No. 6 to Janus 401(k) Plan, effective January 1, 2009, is attached to this Form 10-K as Exhibit 10.12.5*
10.13		Janus Capital Group Inc. Amended and Restated Income Deferral Program, effective as of January 22, 2008, is hereby incorporated by reference from Exhibit 10.1 to JCG's Form 10-Q for the quarterly period ended September 30, 2008 (File No. 001-15253)*
10.14		Amendment No. 1 to the Janus Capital Group Inc. Amended and Restated Income Deferral Program, effective July 19, 2010, is hereby incorporated by reference from Exhibit 10.4 to JCG's 10-Q for the quarterly period ended June 30, 2010 (File No. 001- 15253)*
10.15		Janus Capital Group Inc. Amended and Restated Directors' Deferred Fee Plan, effective as of October 20, 2008, is hereby incorporated by reference from Exhibit 10.3 to JCG's Form 10-Q for the quarterly period ended September 30, 2008 (File No. 001-15253)*
10.16		Form of Long-Term Incentive Acceptance Form with Appendix A (Restricted Stock), Appendix B (Stock Options) and Appendix C (Mutual Fund Units), effective for awards granted to executive officers in 2008, is hereby incorporated by reference from Exhibit 10.3 to JCG's Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001- 15253)*
10.16.1		Form of Long-Term Incentive Acceptance Form with Appendix A (Restricted Stock), Appendix B (Stock Options) and Appendix C (Mutual Fund Units), effective for awards granted to executive officers in 2009, is hereby incorporated by reference from Exhibit 10.17.2 to JCG's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-15253)*
10.16.2		Form of Long-Term Incentive Acceptance Form with Appendix A (Restricted Stock), Appendix B (Stock Options) and Appendix C (Mutual Fund Units), effective for awards granted to executive officers in 2010, is hereby incorporated by reference from Exhibit 10.17.3 to JCG's Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001- 15253)*

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10.16.3		Form of Long-Term Incentive Acceptance Form for Restricted Stock and Mutual Fund Units, effective for awards granted to executive officers in 2011, is hereby incorporated by reference from Exhibit 10.7.5 to JCG's Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-15253)*
10.16.4		Form of Long-Term Incentive Acceptance Form for Stock Options, Restricted Stock and Mutual Fund Units, effective for awards granted to executive officers in 2012, is attached to this Form 10-K as Exhibit 10.16.4*
10.17		Amended and Restated Janus Capital Group Inc. 2005 Long-Term Incentive Stock Plan, effective January 22, 2008, is hereby incorporated by reference from Exhibit 10.2 to JCG's Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001- 15253)*
10.18		Janus Capital Group Inc. 2010 Long-Term Incentive Stock Plan, effective April 29, 2010, is hereby incorporated by reference from Exhibit 10.1 to JCG's Form 10-Q for the quarterly period ended June 30, 2010 (File No. 001- 15253)*
10.18.1		Amendment to Janus Capital Group Inc. 2010 Long-Term Incentive Stock Plan, effective December 28, 2011, is attached to this Form 10-K as Exhibit 10.18.1*
10.19		Amended and Restated Change in Control Agreement by and between the Company and Robin C. Beery, effective as of October 1, 2008, is hereby incorporated by reference from Exhibit 10.20 to JCG's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-15253)*
10.20		Change in Control Agreement by and between Janus Capital Group Inc. and Richard M. Weil, dated February 1, 2010, is hereby incorporated by reference from Exhibit 10.2 to JCG's Form 8-K, dated February 4, 2010 (File No. 001-15253)*
10.21		Amended and Restated Form of Change in Control Agreement by and between Janus Management Holdings Corporation and each of the following: Jonathan D. Coleman and Richard Gibson Smith, dated October 1, 2008 ("CIO's Change in Control Agreements"), is hereby incorporated by reference from Exhibit 10.25.1 to JCG's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-15253)*
10.22		Amendment No. 1 to CIO's Change in Control Agreements, dated as of January 1, 2011, is hereby incorporated by reference from Exhibit 10.25.1 to JCG's Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-15253)*
10.23		Severance Rights Agreement by and between Janus Management Holdings Corporation and Jonathan D. Coleman, dated January 1, 2009, is hereby incorporated by reference from Exhibit 10.1 to JCG's Form 8-K, dated November 12, 2008 (File No. 001-15253)*
10.24		Severance Rights Agreement by and between Janus Management Holdings Corporation and Richard Gibson Smith, dated January 1, 2009, is hereby incorporated by reference from Exhibit 10.2 to JCG's Form 8-K, dated November 12, 2008 (File No. 001-15253)*
10.25		Amended and Restated Change in Control Agreement by and between Janus Management Holdings Corporation and James P. Goff ("Goff Change in Control Agreement"), dated October 1, 2008, is hereby incorporated by reference from Exhibit 10.26.2 to JCG's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-15253)*
10.25.1		Amendment No. 1 to Goff Change in Control Agreement, dated as of January 1, 2011, is hereby incorporated by reference from Exhibit 10.26.2 to JCG's Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-15253)*

Table of Contents


10.26		Amended Severance Letter Agreement by and between Janus Management Holdings Corporation and James Goff, dated October 1, 2008, is hereby incorporated by reference from Exhibit 10.26.3 to JCG's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-15253)*
10.27		Summary of Janus Capital Group Inc. Outside Director Compensation Program effective May 1, 2008, is hereby incorporated by reference from Exhibit 10.28 to JCG's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-15253)*
10.28		Offer letter for Richard M. Weil dated January 6, 2010, is hereby incorporated by reference from Exhibit 10.30 to JCG's Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-15253)*
10.29		Transition Agreement and Legal Release, dated July 15, 2011, between Janus Management Holdings Corporation and Gregory A. Frost, is hereby incorporated by reference from Exhibit 10.3 to JCG's Form 10-Q for the quarterly period ended September 30, 2011 (File No. 001-15253)*
10.30		Janus Capital Variable Compensation Program, dated July 1, 2011, is hereby incorporated by reference from Exhibit 10.1 to JCG's Form 10-Q for the quarterly period ended September 30, 2011 (File No. 001-15253)*
		*Compensatory plan or agreement.
		(12) Statements Re Computation of Ratios
12.1		The Computation of Ratio of Earnings to Fixed Charges prepared pursuant to Item 601(b)(12) of Regulation S-K is attached to this Annual Report on Form 10-K as Exhibit 12.1
		(21) Subsidiaries of the Company
21.1		The List of the Subsidiaries of the Company prepared pursuant to Item 601(b)(21) of Regulation S-K is attached to this Annual Report on Form 10-K as Exhibit 21.1
		(23) Consents of Experts and Counsel
23.1		The Consent of Independent Registered Public Accounting Firm prepared pursuant to Item 601(b)(23) of Regulation S-K is attached to this Annual Report on Form 10-K as Exhibit 23.1
		(31) Rule 13a-14(a)/15d-14(a) Certifications
31.1		Certification of Richard M. Weil, Chief Executive Officer of Registrant
31.2		Certification of Bruce L. Koepfgen, Executive Vice President and Chief Financial Officer of Registrant
		(32) Section 1350 Certificates
32.1		Certification of Richard M. Weil, Chief Executive Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Bruce L. Koepfgen, Executive Vice President and Chief Financial Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
		(100) XBRL Exhibits
101.INS		XBRL Insurance Document

Table of Contents


101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Table of Contents

(c) Exhibits

JANUS CAPITAL GROUP INC.
2011 FORM 10-K ANNUAL REPORT
INDEX TO EXHIBITS

Exhibit No.	Document	Regulation S-K Item 601(b) Exhibit No.

10.4	$125 million Amended Competitive Advance and Revolving Credit Facility Agreement, dated as of June 12, 2009, with Citibank, N.A. as administrative agent and swingline lender and JP Morgan Chase Bank, N.A., as syndication agent for the lenders	10
10.4.1	$100 million 364-Day Competitive Advance and Revolving Credit Facility Agreement, dated as of October 4, 2010, with JPMorgan Chase Bank, N.A., as administrative agent and swingline lender	10
10.8	Janus Capital Group Inc. 2012 Employment Inducement Award Plan, effective as of January 24, 2012	10
10.9	Janus Capital Group Inc. Amended and Restated Mutual Fund Share Investment Plan, effective January 1, 2012	10
10.12.2	Amendment No. 3 to Janus 401(k) Plan, effective June 21, 2011	10
10.12.3	Amendment No. 4 to Janus 401(k) Plan, effective June 21, 2011	10
10.12.5	Amendment No. 6 to Janus 401(k) Plan, effective January 1, 2009	10
10.16.4	Form of Long-Term Incentive Acceptance Form for Stock Options, Restricted Stock and Mutual Fund Units, effective for awards granted to executive officers in 2012	10
10.18.1	Amendment to Janus Capital Group Inc. 2010 Long-Term Incentive Plan, effective December 28, 2011	10
12.1	The Computation of Ratio of Earnings to Fixed Charges prepared pursuant to Item 601(b)(12) of Regulation S-K	12
21.1	The List of the Subsidiaries of the Company prepared pursuant to Item 601(b)(21) of Regulation S-K	21
23.1	The Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP	23
31.1	Certification of Richard M. Weil, Chief Executive Officer of Registrant	31
31.2	Certification of Bruce L. Koepfgen, Executive Vice President and Chief Financial Officer of Registrant	31
32.1	Certification of Richard M. Weil, Chief Executive Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	32
32.2	Certification of Bruce L. Koepfgen, Executive Vice President and Chief Financial Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	32

Table of Contents

Exhibit No.	Document	Regulation S-K Item 601(b) Exhibit No.

101.INS	XBRL Insurance Document	101
101.SCH	XBRL Taxonomy Extension Schema Document	101
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	101
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	101
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	101
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	101

Table of Contents

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		Janus Capital Group Inc.
		By:		/s/ RICHARD M. WEIL Richard M. Weil Chief Executive Officer

February 27, 2012

The officers and directors of Janus Capital Group Inc., whose signatures appear below, hereby constitute and appoint David W. Grawemeyer or Bruce L. Koepfgen, and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute, on behalf of the undersigned, any amendment(s) to this Form 10-K Annual Report for the year ended December 31, 2011, and any instrument or document filed as part of, as an exhibit to or in connection with any amendment, and each of the undersigned does hereby ratify and confirm as his or her own act and deed all that said attorneys shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 27, 2012.

Signature		Title


/s/ RICHARD M. WEIL Richard M. Weil		Director and Chief Executive Officer (Principal Executive Officer)
/s/ BRUCE L. KOEPFGEN Bruce L. Koepfgen		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ BRENNAN A. HUGHES Brennan A. Hughes		Vice President and Controller (Principal Accounting Officer)
/s/ STEVEN L. SCHEID Steven L. Scheid		Chairman of the Board
/s/ TIMOTHY K. ARMOUR Timothy K. Armour		Director
/s/ PAUL F. BALSER Paul F. Balser		Director

Table of Contents

Signature		Title


/s/ G. ANDREW COX G. Andrew Cox		Director
/s/ JEFFREY J. DIERMEIER Jeffrey J. Diermeier		Director
/s/ J. RICHARD FREDERICKS J. Richard Fredericks		Director
/s/ DEBORAH R. GATZEK Deborah R. Gatzek		Director
/s/ LAWRENCE E. KOCHARD Lawrence E. Kochard		Director
/s/ ROBERT T. PARRY Robert T. Parry		Director
/s/ JOCK PATTON Jock Patton		Director
/s/ GLENN S. SCHAFER Glenn S. Schafer		Director

Exhibit 10.4

EXHIBIT A

FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT

dated as of October 19, 2005,

as amended and restated as of June 1, 2007,

as further amended and restated as of June 12, 2009,

among

JANUS CAPITAL GROUP INC.,

THE LENDERS PARTY HERETO,

CITIBANK, N.A.,
as Agent,

and

JPMORGAN CHASE BANK, N.A.,
as Syndication Agent

CITIGROUP GLOBAL MARKETS INC.

and

J.P. MORGAN SECURITIES INC.,

Co-Arrangers and Co-Book Managers

TABLE OF CONTENTS



ARTICLE I
DEFINITIONS
SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Terms Generally	22
SECTION 1.03.	Accounting Terms	23
ARTICLE II
THE CREDITS
SECTION 2.01.	Commitments	23
SECTION 2.02.	Loans	23
SECTION 2.03.	Competitive Bid Procedure	24
SECTION 2.04.	Standby Borrowing Procedure	26
SECTION 2.05.	Standby Interest Elections	26
SECTION 2.06.	Fees	27
SECTION 2.07.	Repayment of Loans; Evidence of Debt	28
SECTION 2.08.	Interest on Loans	28
SECTION 2.09.	Default Interest	29
SECTION 2.10.	Alternate Rate of Interest	29
SECTION 2.11.	Termination and Reduction of Commitments	29
SECTION 2.12.	Prepayment	30
SECTION 2.13.	Reserve Requirements; Change in Circumstances	31
SECTION 2.14.	Change in Legality	32
SECTION 2.15.	Indemnity	32
SECTION 2.16.	Pro Rata Treatment	33
SECTION 2.17.	Sharing of Setoffs	33
SECTION 2.18.	Payments	34
SECTION 2.19.	Taxes	34
SECTION 2.20.	Termination or Assignment of Commitments under Certain Circumstances	37
SECTION 2.21.	Lending Offices and Lender Certificates; Survival of Indemnity	37
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01.	Corporate Existence and Standing	37
SECTION 3.02.	Authorization and Validity	37
SECTION 3.03.	No Conflict; Governmental Consent	38
SECTION 3.04.	Compliance with Laws; Environmental and Safety Matters	38
SECTION 3.05.	Financial Statements	38
SECTION 3.06.	No Material Adverse Change	39
SECTION 3.07.	Subsidiaries	39
SECTION 3.08.	Litigation	39
SECTION 3.09.	Material Agreements	39
SECTION 3.10.	Regulation U	39
SECTION 3.11.	Investment Company Act	39
SECTION 3.12.	Use of Proceeds	39
SECTION 3.13.	Taxes	39
SECTION 3.14.	Accuracy of Information	39
SECTION 3.15.	No Undisclosed Dividend Restrictions	40
SECTION 3.16.	Properties	40
SECTION 3.17.	Collateral Matters	40



ARTICLE IV
CONDITIONS
SECTION 4.01.	Restatement Effective Date	41
SECTION 4.02.	All Borrowings	41
ARTICLE V
AFFIRMATIVE COVENANTS
SECTION 5.01.	Conduct of Business; Maintenance of Ownership of Subsidiaries and Maintenance of Properties	42
SECTION 5.02.	Insurance	42
SECTION 5.03.	Compliance with Laws and Payment of Material Obligations and Taxes	42
SECTION 5.04.	Financial Statements, Reports, etc	43
SECTION 5.05.	Notices of Material Events	45
SECTION 5.06.	Books and Records; Access to Properties and Inspections	45
SECTION 5.07.	Use of Proceeds	45
SECTION 5.08.	Information Regarding Collateral; Deposit Accounts; Securities Accounts	45
SECTION 5.09.	Additional Subsidiaries	46
SECTION 5.10.	Further Assurances	46
ARTICLE VI
NEGATIVE COVENANTS
SECTION 6.01.	Indebtedness of Subsidiaries	46
SECTION 6.02.	Liens	47
SECTION 6.03.	Sale and Lease-Back Transactions	49
SECTION 6.04.	Mergers, Consolidations and Transfers of Assets	49
SECTION 6.05.	Transactions with Affiliates	50
SECTION 6.06.	Restrictive Agreements; Certain Other Agreements	50
SECTION 6.07.	Certain Financial Covenants	50
SECTION 6.08.	Margin Stock	51
SECTION 6.09.	Investments, Loans, Advances, Guarantees and Capital Contributions	51
SECTION 6.10.	Restricted Payments; Certain Payments of Indebtedness	53
SECTION 6.11.	Limitations on Conduct of Business	54
SECTION 6.12.	Concerning Janus Capital International Limited	54
ARTICLE VII
EVENTS OF DEFAULT
ARTICLE VIII
THE AGENT
ARTICLE IX
MISCELLANEOUS
SECTION 9.01.	Notices	60
SECTION 9.02.	Survival of Agreement	60
SECTION 9.03.	Effectiveness	60
SECTION 9.04.	Successors and Assigns	60
SECTION 9.05.	Expenses; Indemnity	63



SECTION 9.06.	Right of Setoff	64
SECTION 9.07.	Applicable Law	64
SECTION 9.08.	Waivers; Amendment	64
SECTION 9.08A.	Certain Amendments.	65
SECTION 9.09.	Interest Rate Limitation	65
SECTION 9.10.	Entire Agreement	65
SECTION 9.11.	WAIVER OF JURY TRIAL	65
SECTION 9.12.	Severability	66
SECTION 9.13.	Counterparts	66
SECTION 9.14.	Headings	66
SECTION 9.15.	Jurisdiction; Consent to Service of Process	66
SECTION 9.16.	Confidentiality; Material Non-Public Information	66
SECTION 9.17.	Electronic Communications	67
SECTION 9.18.	Patriot Act	68
SECTION 9.19.	No Fiduciary Relationship	68
SECTION 9.20.	Release of Liens and Guarantees	68
Schedule 2.01	Commitments
Schedule 3.07	Subsidiaries
Schedule 3.08	Litigation
Schedule 6.01	Existing Indebtedness
Schedule 6.02	Liens
Schedule 6.09	Investments
Exhibit A-1	Form of Competitive Bid Request
Exhibit A-2	Form of Notice of Competitive Bid Request
Exhibit A-3	Form of Competitive Bid
Exhibit A-4	Form of Competitive Bid Accept/Reject Letter
Exhibit A-5	Form of Standby Borrowing Request
Exhibit B	Form of Assignment and Assumption
Exhibit C	Form of Compliance Certificate
Exhibit D	Form of Guarantee and Collateral Agreement
Exhibit E	Form of Global Intercompany Note
Exhibit F	Form of Intercompany Indebtedness Subordination Agreement	1

iii

FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of October 19, 2005, as amended and restated as of June 1, 2007, as further amended and restated as of June 12, 2009 (as it may be amended, supplemented or otherwise modified from time to time, this " Agreement "), among JANUS CAPITAL GROUP INC., a Delaware corporation (the " Borrower "); the LENDERS party hereto; CITIBANK, N.A., as the Agent; and JPMORGAN CHASE BANK, N.A., as the Syndication Agent.

On October 19, 2005, the Borrower, certain lenders party thereto, Citibank, N.A., as administrative agent and swingline lender, and JPMorgan Chase Bank, N.A., as syndication agent, entered into a credit agreement, which credit agreement was amended and restated as of June 1, 2007 (as so amended and restated, the " Existing Credit Agreement "), pursuant to which the lenders party thereto agreed to extend credit to the Borrower.

The Borrower has requested that the Lenders amend and restate the Existing Credit Agreement to be in the form hereof, subject to the terms and conditions set forth herein and in the Amendment Agreement dated as of June 12, 2009, among the Borrower, the Lenders party thereto and the Agent (the " Amendment Agreement ").

Accordingly, as of the Restatement Effective Date, the Existing Credit Agreement is amended and restated to be in the form hereof.

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

" ABR Borrowing " shall mean a Borrowing comprised of ABR Loans.

" ABR Loan " shall mean any Standby Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with Article II.

" Adjusted LIBO Rate " shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next ¹ / 16 of 1%) equal to the product of (a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves.

" Administrative Questionnaire " shall mean an Administrative Questionnaire in a form supplied by the Agent.

" Affiliate " shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified and, in any case, shall include, when used with respect to the Borrower or any Subsidiary, any joint venture in which the Borrower or such Subsidiary holds Equity Interests of any class representing 15% or more of the issued and outstanding Equity Interests of such class.

" Agent " shall mean Citibank, N.A., in its capacity as administrative and collateral agent under the Loan Documents, and its successors in such capacity as provided in Article VIII.

" Agent's Fees " shall have the meaning assigned to such term in Section 2.06(b).

" Agreement " shall have the meaning assigned to such term in the preamble hereto.

(or on any successor or substitute screen of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such screen of such service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to such day for deposits in dollars with a maturity of one month. If for any reason the Agent shall have determined (which determination shall be conclusive absent manifest error) that (i) it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Agent to obtain sufficient quotations in accordance with the definition of such term, Alternate Base Rate shall be determined without regard to clause (b) above until the circumstances giving rise to such inability no longer exist, or (ii) reasonable means do not exist for ascertaining the Adjusted LIBO Rate (determined as set forth above), the Alternate Base Rate shall be determined without regard to clause (c) above until such reasonable means again exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.

" Amendment Agreement " shall have the meaning set forth in the recitals to this Agreement.

" Applicable Percentage " shall mean, with respect to any sale, transfer or other disposition of Equity Interests of INTECH or Perkins pursuant to Section 6.04(c)(iv), the quotient, expressed as a percentage, obtained by dividing (a) the excess, if any, of (i) the lesser of (A) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on or most recently prior to the Restatement Effective Date or (B) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on or most recently prior to the date such sale, transfer or other disposition is consummated (such lesser Consolidated EBITDA being referred to as the " Reference Consolidated EBITDA ") over (ii) the Reference Consolidated EBITDA re-calculated on a pro forma basis as if such sale, transfer or other disposition had occurred on the first day of the period covered thereby (the " Pro Forma Reference Consolidated EBITDA "), all calculated in good faith by a Financial Officer of the Borrower in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, by (b) the Reference Consolidated EBITDA; provided that if the Reference Consolidated EBITDA shall be less than the Pro Forma Reference Consolidated EBITDA, the Applicable Percentage shall be deemed to be zero.

" Applicable Rate " shall mean, for any day on or after the Restatement Effective Date, with respect to any ABR Loan, any Eurodollar Standby Loan or the Commitment Fees payable hereunder, the applicable rate per annum set forth below under the caption "ABR Spread", "Eurodollar Standby Spread" or "Commitment Fee Rate", as the case may be, based upon the ratings by Moody's and S&P, respectively, applicable on such day to the Index Debt and the Leverage Ratio as of the end of the most recent fiscal quarter of the Borrower for which consolidated financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b); provided that until the date of the delivery of the consolidated financial statements of the Borrower pursuant to Section 5.04(b) for the fiscal quarter

ended June 30, 2009, the Applicable Rate shall be based on the rates per annum set forth in Category 2:

Index Debt Ratings/ Leverage Ratio

Category 1
BBB/Baa2 or higher
Less than 3.50:1.00	2.250	%	3.250	%	0.250	%
Category 2
BBB-/Baa3
Greater than or equal to 3.50:1.00 and less than 4.50:1.00	2.750	%	3.750	%	0.500	%
Category 3
BB+/Ba1
Greater than or equal to 4.50:1.00 and less than 6.00:1.00	3.500	%	4.500	%	0.625	%
Category 4
BB/Ba2
Greater than or equal to 6.00:1.00 and less than 7.00:1.00	4.500	%	5.500	%	0.750	%
Category 5
Lower than BB/Ba2 or unrated
Greater than or equal to 7.00:1.00	5.000	%	6.000	%	0.750	%

For purposes of the foregoing, (a) the applicable Category shall be based upon the lower of (i) the Category indicated by the ratings of the Index Debt and (ii) the Category indicated by the Leverage Ratio (with Category 1 being considered the "highest" Category); (b) if either Moody's or S&P shall not have in effect a rating for the Index Debt, then the Applicable Rate shall be determined by reference to the rating of the other rating agency; (c) if neither Moody's nor S&P shall have in effect a rating for the Index Debt, then the Applicable Rate shall be determined solely by reference to the Leverage Ratio; (d) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall fall within different Categories, the Applicable Rate shall be determined by reference to the higher of the two ratings unless one of the two ratings is two or more Categories above the other, in which case the Applicable Rate shall be determined by reference to the Category one level above the Category corresponding to the lower rating; (e) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Agent and the Lenders; and (f) each change in the Leverage Ratio shall be given effect commencing on and including the first Business Day following the date of delivery to the Agent of the consolidated financial statements as of the end of and for the applicable fiscal quarter and ending on the date immediately preceding the effective date of the next such change; provided that the Applicable Rate shall be determined by reference to Category 5 if the Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 5.04(a) or 5.04(b), during the period from the last day on which such statements

are permitted to be delivered in accordance with Section 5.04(a) or 5.04(b), as the case may be, until such consolidated financial statements are delivered. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody's or S&P shall change, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating of the other rating agency (or, if the circumstances referred to in this sentence shall affect both rating agencies, solely by reference to the Leverage Ratio).

" Arrangers " shall mean Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.

" Assignment and Assumption " shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee, with the consent of any Person whose consent is required by Section 9.04, in the form of Exhibit B or any other form approved by the Agent.

" Attributable Debt " shall mean, at any date, in respect of any lease entered into by the Borrower or any Subsidiary as part of a Sale and Leaseback Transaction, (a) if obligations under such lease are Capitalized Lease Obligations, the capitalized amount thereof that would appear on a balance sheet of the Borrower or such Subsidiary prepared as of such date in accordance with GAAP, and (b) if obligations under such lease are not Capitalized Lease Obligations, the capitalized amount of the remaining lease payments under such lease that would appear on a balance sheet of the Borrower or such Subsidiary prepared as of such date in accordance with GAAP if such obligations were accounted for as Capitalized Lease Obligations.

" B Share Fees " shall mean (a) the contingent deferred sales charges payable to the Borrower by an investor in a load fund offered by the Borrower upon any redemption by such investor prior to a certain number of years after such investor's investment in such fund and (b) the distribution fees payable by an investor in a load fund offered by the Borrower, in each case payable at the times and in the amounts described in the Janus Capital Funds plc prospectus dated September 29, 2006 and the Janus Selection prospectus dated September 29, 2006, in each case as amended from time to time, or the prospectus for any other substantially similar fund.

" B Share Purchaser " shall mean either a Finance Subsidiary or a financial institution or trust that purchases B Share Fees in connection with a Permitted B Share True Sale Transaction.

" Board " shall mean the Board of Governors of the Federal Reserve System of the United States.

" Borrower " shall have the meaning assigned to such term in the preamble to this Agreement.

" Borrowing " shall mean (a) a Standby Borrowing or (b) a Competitive Borrowing.

" Business Day " shall mean any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York City; provided , however , that, when used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

" Capital Group Partners " shall mean Capital Group Partners, Inc., a New York corporation.

" Capitalized Lease Obligations " of any Person shall mean the obligations of such Person under any lease that would be capitalized on a balance sheet of such Person prepared in accordance with GAAP, and the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

" CERCLA " shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986.

" CFC " shall mean a "controlled foreign corporation" within the meaning of Section 957(a) of the Code.

A " Change in Control " shall be deemed to have occurred if, at any time, (a) less than a majority of the members of the board of directors of the Borrower shall be (i) individuals who are members of such board on the Restatement Effective Date or (ii) individuals whose election, or nomination for election by the Borrower's stockholders, was approved by a vote of at least a majority of the members of the board then in office who are individuals described in clause (i) above or this clause (ii) or (b) any Person or any two or more Persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of Equity Interests in the Borrower shall become, according to public announcement or filing, the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of Equity Interests in the Borrower representing 35% or more (calculated in accordance with such Rule 13d-3) of the combined voting power of the Borrower's then outstanding voting Equity Interests.

" Charges " shall have the meaning assigned to such term in Section 9.09.

" Citigroup Parties " shall have the meaning assigned to such term in Section 9.17(e).

" Closing Date " shall mean June 1, 2007, which is the date on which the conditions specified in Section 4.01 of the Existing Credit Agreement were satisfied.

" Code " shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time.

" Collateral " shall mean any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the Security Documents as security for the Obligations.

" Collateral Agreement " shall mean the Guarantee and Collateral Agreement among the Borrower, the other Loan Parties and the Agent, substantially in the form of Exhibit E, together with all supplements thereto.

" Collateral and Guarantee Requirement " shall mean, at any time, the requirement that:

(a) the Agent shall have received from the Borrower and each Designated Subsidiary either (i) a counterpart of the Collateral Agreement duly executed and delivered on behalf of such Person or (ii) in the case of any Person that becomes a Designated Subsidiary after the Restatement Effective Date, a supplement to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Person, together with such documents and legal opinions as the Agent may reasonably request;

(b) all Equity Interests in the Subsidiaries (other than Janus Capital Management LLC and the Excluded Subsidiary) owned by or on behalf of any Loan Party shall have been pledged pursuant to the Collateral Agreement and, in the case of Equity Interests in any Foreign Subsidiary, where reasonably requested by the Agent in connection with a pledge of such Equity Interests, a Foreign Pledge Agreement ( provided that the Loan Parties shall not be required to pledge more than 65% of the outstanding voting Equity Interests of any CFC), and the Agent shall, to the extent required by the Collateral Agreement, have received certificates or other instruments representing all such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank, together with such documents and legal opinions as the Agent may reasonably request;

(c) (i) all Indebtedness of the Borrower and each Subsidiary and (ii) all Indebtedness of any other Person in a principal amount of $3,000,000 or more that, in the case of clauses (i) and (ii) above, is owing to any Loan Party shall be evidenced by a promissory note (which may be a

global note in substantially the form of Exhibit F or otherwise in a form reasonably satisfactory to the Agent) that shall have been pledged pursuant to the Collateral Agreement, and the Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank;

(d) all documents and instruments, including Uniform Commercial Code financing statements, required by applicable law or reasonably requested by the Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been filed, registered or recorded or delivered to the Agent for filing, registration or recording;

(e) the Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid and enforceable first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 6.02, together with such endorsements, coinsurance and reinsurance as the Agent may reasonably request, (iii) if any Mortgaged Property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H of the Board, and (iv) such legal opinions and other documents as the Agent may reasonably request with respect to any such Mortgage or Mortgaged Property;

(f) with respect to (i) each deposit account (other than (A) any Excluded Deposit Account and (B) deposit accounts the daily balance in which does not at any time exceed $2,000,000 for any such account or $5,000,000 in the aggregate for all such accounts) and (ii) each securities account (other than any Excluded Securities Account), in the case of clauses (i) and (ii) above, maintained by any Loan Party with any depositary bank or securities intermediary the assets in which are owned by any Loan Party, the Agent shall have received a counterpart of a Control Agreement, duly executed and delivered by the applicable Loan Party and such depositary bank or securities intermediary, as the case may be; and

(g) each Loan Party shall have obtained all consents and approvals required to be obtained by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting by it of the Liens thereunder.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of a Guarantee by any Subsidiary that is not a Loan Party, if and to the extent that, and for so long as, (i) the Agent, in consultation with the Borrower, determines that the cost or other burden to the Borrower and the Subsidiaries of creating or perfecting such pledges or security interests in such assets (including in any real property owned in fee by any Loan Party), or obtaining such title insurance, legal opinions or other deliverables in respect of such assets or the provision of such Guarantee (taking into account any adverse tax consequences to the Borrower and the Subsidiaries (including the imposition of withholding or other material Taxes)), shall be excessive in view of the benefits to be obtained by the Lenders therefrom or (ii) the applicable Loan Party or the applicable Subsidiary shall be prohibited by law or regulation from creating or perfecting such security interests in such assets or providing such Guarantee, as the case may be. The Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including extensions beyond the Restatement Effective Date) where it determines that such action

cannot be accomplished or accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents.

" Commitment " shall mean, with respect to each Lender, the commitment of such Lender to make Standby Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.11 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. As of the Restatement Effective Date, the aggregate amount of the Lenders' Commitments is $125,000,000.

" Commitment Fee " shall have the meaning assigned to such term in Section 2.06(a).

" Communications " shall have the meaning assigned to such term in Section 9.17(a).

" Competitive Bid " shall mean an offer by a Lender to make a Competitive Loan pursuant to Section 2.03.

" Competitive Bid Accept/Reject Letter " shall mean a written notification made by the Borrower pursuant to Section 2.03(d), which shall be in the form of Exhibit A-4.

" Competitive Bid Rate " shall mean, as to any Competitive Bid made by a Lender, (a) in the case of a Eurodollar Competitive Loan, the Margin and (b) in the case of a Fixed Rate Loan, the fixed rate of interest, in each case, offered by the Lender making such Competitive Bid with respect to such Loan.

" Competitive Bid Request " shall mean a written request made by the Borrower pursuant to Section 2.03(a), which shall be in the form of Exhibit A-1.

" Competitive Borrowing " shall mean a borrowing consisting of a Competitive Loan or concurrent Competitive Loans from a Lender or Lenders whose Competitive Bids for such borrowing have been accepted by the Borrower pursuant to the bidding procedure set forth in Section 2.03.

" Competitive Loan " shall mean a loan from a Lender to the Borrower pursuant to the bidding procedure set forth in Section 2.03. Each Competitive Loan shall be a Eurodollar Competitive Loan or a Fixed Rate Loan.

" Confidential Memorandum " shall mean the Confidential Information Memorandum of the Borrower dated April 2009.

" Consolidated EBITDA " shall mean, for any period, Consolidated Net Income for such period, plus (a) without duplication and to the extent deducted (or in the case of (v) below, not included) in determining such Consolidated Net Income, the sum for such period of (i) Consolidated Interest Expense, (ii) provision for taxes for the Borrower and the Consolidated Subsidiaries, (iii) depreciation expense or amortization expense (including amortization expense relating to prepaid sales commissions, but net of the amount of sales commissions paid during such period), (iv) impairment charges on the securities of Stanfield Victoria Funding LLC in an aggregate amount for all periods not in excess of $70,000,000, (v) cash payments received by the Borrower upon the termination of hedging programs for the Borrower's or any Consolidated Subsidiary's mutual fund unit awards program and (vi) realized losses from the sale of the securities of Stanfield Victoria Funding LLC in an aggregate amount for all periods not in excess of $81,000,000, minus (b) without duplication and to the extent included in determining such Consolidated Net Income, gains from the reversal of previously recognized impairment charges on the securities of Stanfield Victoria Funding LLC in an aggregate amount for all periods not in excess of $109,000,000, all determined in accordance with GAAP.

with GAAP, including (a) the amortization of debt discounts to the extent included in interest expense in accordance with GAAP, (b) the amortization of all fees (including fees with respect to interest rate protection agreements or other interest rate hedging arrangements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense in accordance with GAAP and (c) the portion of any rents payable under capital leases allocable to interest expense in accordance with GAAP.

" Consolidated Net Income " shall mean, for any period, the net income of the Borrower and the Consolidated Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP, but without giving effect to (a) any extraordinary gains for such period, (b) any gains for such period relating to the sale, transfer or other disposition of any assets of the Borrower or any Consolidated Subsidiary (other than in the ordinary course of business), (c) any costs, expenses or losses incurred during such period (which for each annual period commencing on the Closing Date or any anniversary thereof shall not exceed $200,000,000, and in the aggregate for all such periods shall not exceed $600,000,000) consisting of or relating or attributable to (i) the sale, transfer or other disposition, in whole or in part, of any Subsidiary or other Affiliate of the Borrower, (ii) any exchange, repayment, prepayment, purchase or redemption by the Borrower or any Consolidated Subsidiary of the outstanding Indebtedness of the Borrower and (iii) any fines, penalties, damages, or restitution or other settlement payments related to regulatory investigations into trading practices in the mutual fund industry, (d) any costs, expenses or losses incurred during such period consisting of or relating or attributable to (i) non-cash write-downs of goodwill and intangible assets and (ii) any non-cash amortization of long-term incentive compensation, but giving effect to any net cash payments by the Borrower and the Consolidated Subsidiaries relating to long-term incentive compensation, and (e)(i) non-cash extraordinary losses, (ii) non-recurring cash charges relating to severance expense, (iii) non-recurring cash charges relating to the settlement of a dispute with a former employee of the Borrower (in an aggregate amount for all periods not to exceed $5,000,000), (iv) unrealized gains or losses in net investments in seed financing for early stage funds or portfolios or (v) non-cash non-recurring restructuring charges, in each case incurred during such period; provided that there shall be excluded the income of (A) the Excluded Subsidiary and (B) any Consolidated Subsidiary that is not wholly owned by the Borrower to the extent such income or such amounts are attributable to the noncontrolling interest in such Consolidated Subsidiary.

" Consolidated Subsidiary " shall mean each Subsidiary the financial statements of which are required to be consolidated with the financial statements of the Borrower in accordance with GAAP.

" Consolidated Total Assets " shall mean at any date the total assets of the Borrower and the Consolidated Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

" Consolidated Total Indebtedness " shall mean at any date all Indebtedness of the Borrower and the Consolidated Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP; provided that, in determining Consolidated Total Indebtedness at any date, any Indebtedness that, at such date, constitutes Delayed Application Replacement Indebtedness in respect of any other Indebtedness shall be disregarded to the extent the principal amount of such other Indebtedness is included in Consolidated Total Indebtedness at such date.

" Control " shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and "Controlling" and "Controlled" shall have meanings correlative thereto.

" Control Agreement " shall mean, with respect to any deposit account or securities account maintained by any Loan Party, a control agreement in form and substance reasonably satisfactory to the Agent, duly executed and delivered by such Loan Party and the depositary bank or the securities intermediary, as the case may be, with which such account is maintained.

" Controlled Group " shall mean all trades or businesses (whether or not incorporated) that, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, are treated as a single employer under Section 414 of the Code.

" Default " shall mean any event or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

" Delayed Application Replacement Indebtedness " shall mean, in respect of any Indebtedness (" Original Indebtedness "), Indebtedness that is incurred for the purpose of refinancing or replacing such Original Indebtedness, but the proceeds of which shall not have been applied to make such a refinancing or replacement upon the incurrence thereof, if and for so long as (a) such Indebtedness otherwise meets, with respect to such Original Indebtedness, the requirements set forth in the definition of the term "Replacement Indebtedness" and (b) all the proceeds of such Indebtedness are held in a deposit account of the Borrower with respect to which the Agent shall have received counterparts of a Control Agreement, duly executed by the Borrower and the depository bank with which such deposit account is held, that shall provide that (A) the Agent shall have a right of withdrawal with respect to such deposit account in the event an Event of Default or any event that, upon the lapse of time would constitute an Event of Default, under clause (b) or (c) of Article VII shall have occurred and be continuing, and (B) the Borrower shall not have a right of withdrawal with respect to such deposit account without the prior consent of the Agent (with the Agent hereby consenting that the Borrower may withdraw funds from such account if (i) at the time thereof, either (A) no Event of Default shall have occurred and be continuing or (B)(1) no Event of Default, and no event that, upon lapse of time would constitute an Event of Default, under clause (b) or (c) of Article VII shall have occurred and be continuing and (2) no Loans shall be outstanding, (ii) immediately following such withdrawal, such funds shall be applied to make any such refinancing or replacement of such Original Indebtedness or to repay such Indebtedness and (iii) the Borrower shall have delivered to the Agent a certificate of a Financial Officer of the Borrower as to the matters set forth in the preceding clauses (i) and (ii)); provided that any Indebtedness that otherwise meets the requirements set forth in this definition shall cease to be Delayed Application Replacement Indebtedness on the date that is 90 days following the date of the incurrence thereof. The Borrower hereby grants to the Agent, for the benefit of the Secured Parties, a security interest in each such deposit account and all moneys, investments and other property at any times held in, or credited to, any such deposit account, as collateral for the payment and performance of the Obligations.

" Designated Subsidiary " shall mean each Domestic Subsidiary, other than any Subsidiary that (a) has assets with a total book value of $1,000,000 or less and (b) does not have any Indebtedness outstanding.

" Disclosed Matter " shall mean the existence or occurrence of any matter which has been disclosed by the Borrower (a) on Schedule 3.08, (b) in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009 and any Current Report on Form 8-K filed with or furnished to the Securities and Exchange Commission subsequent to the date of the filing or furnishing of such Quarterly Report, in each case in the form such report has been filed with or furnished to the Securities and Exchange Commission prior to the Restatement Effective Date, or (c) in the Confidential Memorandum; provided that no matter shall constitute a "Disclosed Matter" to the extent it shall prove to be, or shall become, materially more adverse to the Borrower and the Subsidiaries, taken as a whole, or to the Lenders than it would have reasonably appeared to be on the basis of the disclosure contained in any of the documents referred to above.

either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

(a) matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Stock and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise;

(b) is convertible or exchangeable at the option of the holder thereof for Indebtedness or Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Stock and cash in lieu of fractional shares of such Equity Interests); or

(c) is redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Stock and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder thereof;

in each case, on or prior to the date 180 days after the Maturity Date; provided , however , that an Equity Interest in any Person that would not constitute a Disqualified Stock but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an "asset sale" or a "change of control" shall not constitute a Disqualified Stock if any such requirement becomes operative only after repayment in full of all the Loans and all other Loan Documents Obligations that are accrued and payable and the termination or expiration of the Total Commitment.

" Domestic Subsidiary " shall mean any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

" dollars " or " $ " shall mean lawful money of the United States of America.

" Eligible Assignee " shall mean (a) a Lender, (b) an Affiliate of a Lender, or (c) any other Person approved by (i) the Agent and (ii) unless an Event of Default has occurred and is continuing at the time the applicable assignment is effected in accordance with Section 9.04, the Borrower; provided , however , that none of (x) the Borrower, (y) any Affiliate of the Borrower or (z) any investment manager, any investment company or any similar entity that, in each case, is managed or advised by the Borrower or an Affiliate of the Borrower shall qualify as an Eligible Assignee.

" Environmental Lien " shall mean a Lien in favor of any governmental entity for (a) any liability under Federal or state environmental laws or regulations (including RCRA and CERCLA) or (b) damages arising from costs incurred by such governmental entity in response to a release of a hazardous or toxic waste, substance or constituent, or other substance into the environment.

" Equity Interests " shall mean shares of capital stock, partnership interests, membership interests, beneficial interests or other ownership interests, whether voting or nonvoting, in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

" ERISA " shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

" Eurodollar Borrowing " shall mean a Borrowing comprised of Eurodollar Loans.

" Eurodollar Competitive Borrowing " shall mean a Borrowing comprised of Eurodollar Competitive Loans.

" Eurodollar Competitive Loan " shall mean any Competitive Loan bearing interest at a rate determined by reference to the LIBO Rate in accordance with Article II.

" Eurodollar Loan " shall mean any Eurodollar Competitive Loan or Eurodollar Standby Loan.

" Eurodollar Standby Borrowing " shall mean a Borrowing comprised of Eurodollar Standby Loans.

" Eurodollar Standby Loan " shall mean any Standby Loan bearing interest, other than pursuant to the definition of the term "Alternate Base Rate", at a rate determined by reference to the Adjusted LIBO Rate in accordance with Article II.

" Event of Default " shall have the meaning assigned to such term in Article VII.

" Excluded Deposit Account " shall mean any deposit account maintained by any Loan Party with any depository bank the funds in which are used solely for the payment of salaries and wages, workers' compensation and similar expenses.

" Excluded Securities " shall mean securities owned by the Borrower or any Subsidiary that are held in any Excluded Securities Account.

" Excluded Securities Account " shall mean one or more securities accounts maintained by any Loan Party with any securities intermediary that is, or that the Borrower determines could be, a counterparty to one or more Specified Hedging Agreements with the Borrower or any Subsidiary; provided that the net book value of the cash, securities and other property maintained in all such securities accounts shall not at any time exceed $55,000,000.

" Excluded Subsidiary " shall mean Janus Capital Trust Manager Limited; provided that (a) Janus Capital Trust Manager Limited shall be in compliance with Section 6.11 and (b) the Board of Directors of Janus Capital Trust Manager Limited shall not be under the Control of the Borrower (it being understood that the ownership of Equity Interests in Janus Capital Trust Manager Limited shall not, in itself and without regard to any other means of directing the management or policies of Janus Capital Trust Manager Limited, be deemed to constitute Control).

" Excluded Taxes " shall mean, with respect to any Recipient and without duplication, any of the following:

(a) Taxes imposed on any Recipient's net income, or other similar Taxes imposed in lieu thereof, and franchise Taxes imposed on such Recipient by the United States or any jurisdiction under the laws of which it is organized or in which its applicable lending office is located or any political subdivision thereof;

(b) Taxes attributable to such Recipient's failure to comply with Section 2.19(f); and

(c) U.S. Federal Taxes imposed by any law in effect at the time such Recipient (other than an assignee under Section 2.20) becomes a party hereto or designates a new lending office (except to the extent that, pursuant to Section 2.19(a), amounts with respect to such Taxes were payable to (i) such Recipient's assignor immediately before such Recipient became a party hereto pursuant to an assignment or (ii) such Recipient immediately before it designated such new lending office).

" Existing Credit Agreement " shall have the meaning assigned to such term in the recitals to this Agreement.

" Federal Funds Effective Rate " shall mean, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on such next succeeding Business Day, the Federal Funds Effective Rate shall be the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

" Fee Letter " shall mean, collectively, the letter agreement dated May 14, 2007, and the letter agreement dated April 3, 2009, in each case, among the Borrower, the Agent and Citigroup Global Markets Inc.

" Fees " shall mean the Commitment Fee and the Agent's Fees.

" Finance Subsidiary " shall mean any special purpose Subsidiary engaged solely in purchasing, owning and financing receivables as part of a Permitted B Share True Sale Transaction.

" Financial Officer " of any Person shall mean the chief financial officer, principal accounting officer, treasurer, assistant treasurer, controller or assistant controller of such Person.

" Fixed Rate Borrowing " shall mean a Borrowing comprised of Fixed Rate Loans.

" Fixed Rate Loan " shall mean any Competitive Loan bearing interest at a fixed percentage rate per annum (expressed in the form of a decimal to no more than four decimal places) specified by the Lender making such Loan in its Competitive Bid.

" Foreign Pledge Agreement " shall mean a pledge or charge agreement with respect to Equity Interests in a Foreign Subsidiary, in form and substance reasonably satisfactory to the Agent.

" Foreign Subsidiary " shall mean any Subsidiary that is not a Domestic Subsidiary.

" FSA " shall mean the United Kingdom Financial Services Authority.

" GAAP " shall mean United States generally accepted accounting principles, applied on a consistent basis.

" Governmental Authority " shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such function, such as the European Union or the European Central Bank).

" Granting Lender " shall have the meaning assigned to such term in Section 9.04(f).

" Hedging Agreement " shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, any similar transaction or any combination of the foregoing transactions; provided that no phantom stock or similar plan providing

for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any Subsidiary shall be a Hedging Agreement.

" Hybrid Capital Security " shall mean any hybrid capital security issued by the Borrower that has been accorded a "percentage of equity" or like treatment by Moody's or S&P.

" Hybrid Capital Security Equity Percentage " shall mean, with respect to any Hybrid Capital Security, the percentage accorded equity treatment by Moody's or S&P for such Hybrid Capital Security, as determined by such rating agencies at the time such Hybrid Capital Security is issued. For purposes of the foregoing, if the Hybrid Capital Security Equity Percentage established or deemed to have been established by Moody's and S&P for any Hybrid Capital Security shall differ, then the Hybrid Capital Security Equity Percentage shall be deemed to be the higher of the two Hybrid Capital Security Equity Percentages.

" IFRS " shall mean International Financial Reporting Standards, applied on a consistent basis.

" Indebtedness " of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, acceptances, equipment trust certificates or similar instruments, (c) all obligations of such Person issued or assumed as the deferred purchase price of property or services, other than (i) accounts payable arising in the ordinary course of such Person's business on terms customary in the trade and (ii) deferred compensation, (d) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not such Indebtedness has been assumed (with the amount of the resulting Indebtedness of such Person being valued, as of the date of determination, at the lesser of (i) the amount of Indebtedness so secured and (ii) the fair market value of the property securing such Indebtedness), (e) all Capitalized Lease Obligations of such Person, (f) all Guarantees by such Person of Indebtedness of others, (g) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (h) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances, (i) all Attributable Debt in respect of any Sale and Leaseback Transaction of such Person and (j) all Disqualified Stock in such Person, valued, as of the date of determination, at the greater of (i) the maximum aggregate amount that would be payable upon maturity, redemption, repayment or repurchase thereof (or of Disqualified Stock or Indebtedness into which such Disqualified Equity Interests are convertible or exchangeable) and (ii) the maximum liquidation preference of such Disqualified Stock. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

" Indemnified Taxes " shall mean Taxes (including Other Taxes) other than Excluded Taxes.

" Indemnitee " shall have the meaning assigned to such term in Section 9.05(b).

" Index Debt " shall mean senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person or subject to any other credit enhancement.

" INTECH " shall mean INTECH Investment Management LLC, a Delaware limited liability company (formerly known as Enhanced Investment Technologies, LLC).

" Intellectual Property " shall have the meaning assigned to such term in the Collateral Agreement.

" Interest Coverage Ratio " shall mean for any period of four consecutive fiscal quarters ended on the last day of any fiscal quarter, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

" Interest Election Request " shall have the meaning assigned to such term in Section 2.05(b).

" Interest Payment Date " shall mean, (a) with respect to any ABR Loan, the last day of each March, June, September and December, and (b) with respect to any Eurodollar Loan or any Fixed Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Loan with an Interest Period of more than three months' duration or a Fixed Rate Loan with an Interest Period of more than 90 days' duration, each day that would have been an Interest Payment Date for such Loan had successive Interest Periods of three months' duration or 90 days' duration, as the case may be, been applicable to such Loan.

" Interest Period " shall mean (a) as to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3, 6 or, if available to all the Lenders, 9 or 12 months thereafter, as the Borrower may elect, and (b) as to any Fixed Rate Borrowing, the period commencing on the date of such Borrowing and ending on the date specified in the Competitive Bids in which the offers to make the Fixed Rate Loans comprising such Borrowing were extended, which shall not be later than 360 days after the date of such Borrowing; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of Eurodollar Borrowings only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Standby Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

" Investment " shall mean, with respect to a specified Person, any Equity Interests, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, or any capital contribution or loans or advances (other than advances made in the ordinary course of business that would be recorded as accounts receivable on the balance sheet of the specified Person prepared in accordance with GAAP) to, Guarantees of any Indebtedness or other obligations of, or any other investment in, any other Person that are held or made by the specified Person. The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, (b) any Investment in the form of a Guarantee shall be the principal amount outstanding on such date of Indebtedness or other obligation guaranteed thereby (or, in the case of a Guarantee of an obligation that does not have a principal amount, the maximum monetary exposure of the guarantor as of such date under such Guarantee (as determined reasonably and in good faith by a Financial Officer of the Borrower)), (c) any Investment in the form of a transfer of cash or other property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the amount of such cash or the fair market value (as determined reasonably and in good faith by a Financial Officer of the Borrower) of such other property as of the time of the transfer, without any adjustment for increases or decreases in value of, or write-ups, write-downs or write offs with respect to, such Investment, (d) any Investment (other than any Investment referred to in clause (a), (b) or (c) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus the cost of all additions, as of such date, thereto, and minus the amount, as of such date, of any portion of such Investment repaid to the investor in cash as a repayment of principal or a return of capital, as the case may be, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment, and (e) any Investment (other than any Investment referred to in

clause (a), (b), (c) or (d) above) by the specified Person in any other Person resulting from the issuance by such other Person of its Equity Interests to the specified Person shall be the fair market value (as determined reasonably and in good faith by a Financial Officer of the Borrower) of such Equity Interests at the time of the issuance thereof.

" IP Security Agreements " shall have the meaning assigned to such term in the Collateral Agreement.

" IRS " shall mean the United States Internal Revenue Service.

" Janus Capital International Limited " shall mean Janus Capital International Limited, a company incorporated under the laws of England and Wales.

" Janus Capital Management LLC " shall mean Janus Capital Management LLC, a Delaware limited liability company.

" Janus Capital Trust Manager Limited " shall mean Janus Capital Trust Manager Limited, an Irish single-member private company limited by shares.

" Janus International Holding LLC " shall mean Janus International Holding LLC, a Nevada limited liability company.

" JCIL Distributions Amount " shall mean, at any time, the aggregate amount of dividends and other Restricted Payments made by Janus Capital International Limited to Janus International Holding LLC in cash since the Restatement Effective Date and on or prior to such time.

" Lenders " shall mean the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption.

" Leverage Ratio " shall mean, on any date, the ratio of (a) Consolidated Total Indebtedness as of such date, excluding, to the extent otherwise included therein, for each Hybrid Capital Security the product obtained by multiplying (i) the aggregate amount of such Hybrid Capital Security outstanding as of such date by (ii) the Hybrid Capital Equity Security Percentage for such Hybrid Capital Security as of such date, to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on such date (or, if such date is not the last day of a fiscal quarter, on the last day of the fiscal quarter of the Borrower most recently ended prior to such date).

" LIBO Rate " shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on the Reuters "LIBOR01" screen (or on any successor or substitute screen of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such screen of such service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the " LIBO Rate " with respect to such Eurodollar Borrowings for such Interest Period shall be the average (rounded upward to the nearest whole multiple of ¹ / 16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which dollar deposits are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 a.m., London time, two Business Days before the first day of such Interest Period in an amount substantially equal to the amount that would be the Reference Banks' respective ratable shares of such Eurodollar Borrowing if such Eurodollar Borrowing were to be a Standby Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period.

" Lien " shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, charge, security interest or other encumbrance on, in or of such asset, including any agreement to provide any of the foregoing and any arrangement entered into for the purpose of making particular assets available to satisfy any Indebtedness or other obligation and having the effect of any of the foregoing, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. For the avoidance of doubt, the term "Lien" shall not include licenses of Intellectual Property.

" LLC Guarantee " shall mean the Guarantee Agreement dated as of June 1, 2007, between Janus Capital Management LLC and the Agent.

" Loan " shall mean a Competitive Loan or a Standby Loan, whether made as a Eurodollar Loan, an ABR Loan or a Fixed Rate Loan, each as permitted hereby.

" Loan Document Obligations " shall have the meaning assigned to such term in the Collateral Agreement.

" Loan Documents " shall mean this Agreement, the Amendment Agreement, the Collateral Agreement, the other Security Documents, the Fee Letter and the LLC Guarantee.

" Loan Parties " shall mean the Borrower and the Subsidiary Loan Parties.

" Long-Term Assets Under Management " shall mean, as of the close of business in New York City on any Business Day, the daily total of long-term assets under management of the Borrower and the Consolidated Subsidiaries on such date (excluding money market fund assets), determined in a manner consistent with the calculation methodology reported in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (as the same may be amended or restated to correct any misstatements therein).

" Margin " shall mean, as to any Eurodollar Competitive Loan, the margin (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) to be added to or subtracted from the LIBO Rate in order to determine the interest rate applicable to such Loan, as specified in the Competitive Bid relating to such Loan.

" Margin Stock " shall have the meaning given such term under Regulation U.

" Material Adverse Effect " shall mean a material adverse effect on (a) the business, assets, liabilities, operations, financial condition or prospects of the Borrower and the Subsidiaries, taken as a whole, (b) the ability of the Borrower or any other Loan Party to perform any of its obligations under any Loan Document or (c) the rights of or benefits available to the Lenders under any Loan Document; provided that, for purposes of clause (a) above, no Disclosed Matter shall constitute a Material Adverse Effect.

" Material Indebtedness " shall mean Indebtedness (other than the Loans and Guarantees under the Loan Documents) in an aggregate principal amount of $25,000,000 or more or obligations in respect of one or more Hedging Agreements in an aggregate principal amount of $25,000,000 or more, in either case, of any one or more of the Borrower and the Subsidiaries. For purposes of determining Material Indebtedness, the "principal amount" of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

" Maturity Date " shall mean December 1, 2010.

" Maximum Availability " shall mean, for any day, the applicable dollar amount set forth below based upon the dollar amount of Long-Term Assets Under Management:

Long-Term Assets Under Management	Amount

Category 1
Greater than or equal to $105,000,000,000:	$	125,000,000
Category 2
Less than $105,000,000,000 and greater than or equal to $100,000,000,000:	$	100,000,000
Category 3
Less than $100,000,000,000 and greater than or equal to $95,000,000,000:	$	75,000,000
Category 4
Less than $95,000,000,000 and greater than or equal to $85,000,000,000:	$	50,000,000
Category 5
Less than $85,000,000,000	$	0

For purposes of the foregoing, Long-Term Assets Under Management shall be determined (a) as of the Restatement Effective Date, by reference to the certificate of the chief financial officer of the Borrower delivered pursuant to Section 3(a)(iii) of the Amendment Agreement, and (b) as of any day thereafter, subject to the immediately following sentence, by reference to the certificate most recently delivered pursuant to Section 5.04(g), 5.04(h) or 5.04(i). Each change in Maximum Availability resulting from a change in Long-Term Assets Under Management from one Category to another shall become effective only if Long-Term Assets Under Management shall have been at a level indicating a new Category for five consecutive Business Days (and shall become effective as of the day immediately following such fifth consecutive Business Day).

" Maximum Rate " shall have the meaning assigned to such term in Section 9.09.

" Minimum AUM " shall mean $80,000,000,000.

" Moody's " shall mean Moody's Investors Service, Inc.

" Mortgage " shall mean a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property to secure the Obligations. Each Mortgage shall be reasonably satisfactory in form and substance to the Agent.

" Mortgaged Property " shall mean each parcel of real property owned in fee by a Loan Party, and the improvements thereto, that has a book or fair market value of $1,000,000 or more.

" Multiemployer Plan " shall mean a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA as to which the Borrower or any member of the Controlled Group may have any liability.

estimated to be payable) by the Borrower and the Subsidiaries, and the amount of any reserves established by the Borrower and the Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of the Borrower).

" New Lending Office " shall have the meaning assigned to such term in Section 2.19(f).

" Obligations " shall have the meaning assigned to such term in the Collateral Agreement.

" Other Taxes " shall mean all present or future stamp, court, documentary, excise, property, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

" Participant Register " shall have the meaning assigned to such term in Section 9.04(e).

" Patriot Act " shall have the meaning assigned to such term in Section 9.18.

" PBGC " shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

" Perfection Certificate " shall mean the Perfection Certificate delivered on the Restatement Effective Date pursuant to Section 3(d) of the Amendment Agreement.

" Perkins " shall mean Perkins Investment Management LLC, a Delaware limited liability company (formerly known as Perkins, Wolf, McDonnell and Company LLC).

" Permitted B Share Recourse Financing Transaction " shall mean any pledge by the Borrower of the B Share Fees to third parties in order to secure Indebtedness extended to the Borrower by such third parties; provided that the Agent shall be reasonably satisfied with the structure and documentation for such transaction and that the terms of such transaction, including the advance rate and any termination events, shall be consistent with those prevailing in the market at the time for similar transactions.

" Permitted B Share Transaction " shall mean a Permitted B Share True Sale Transaction or a Permitted B Share Recourse Financing Transaction.

" Permitted B Share True Sale Transaction " shall mean any sale by the Borrower of B Share Fees to a B Share Purchaser in a true sale transaction without any recourse based upon the collectability of the B Share Fees sold and the sale or pledge of such B Share Fees (or an interest therein) by such B Share Purchaser, in each case without any Guarantee by, or other recourse to, or credit support by, the Borrower or any Subsidiary (other than to such B Share Purchaser, if it is a Finance Subsidiary) or recourse to any assets of the Borrower or any Subsidiary; provided that the Agent shall be reasonably satisfied with the structure and documentation for such transaction and that the terms of such transaction, including the price at which B Share Fees are sold to such B Share Purchaser and any termination events, shall be consistent with those prevailing in the market at the time for similar transactions.

" Permitted Investments " shall mean:

(a) direct obligations of, or obligations as to which the principal of and interest on are unconditionally guaranteed by, the United States of America (or any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or Moody's;

(c) investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

(e) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000; and

(f) in the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes.

" Person " shall mean any natural person, corporation, trust, joint venture, association, company, partnership, limited liability company, Governmental Authority or other entity.

" Plan " shall mean any employee pension benefit plan (other than a Multiemployer Plan) that is subject to Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code or Section 302 of ERISA sponsored, maintained or contributed to by the Borrower or any member of the Controlled Group.

" Platform " shall have the meaning assigned to such term in Section 9.17(b).

" Prime Rate " shall mean the rate of interest per annum publicly announced from time to time by the Agent as its prime rate in effect at its principal office in New York City. The Prime Rate is not intended to be the lowest rate of interest charged by the Agent in connection with extensions of credit to debtors. Each change in the Prime Rate shall be effective on the date such change is publicly announced as effective.

" Pro Rata Percentage " of any Lender at any time shall mean the percentage of the Total Commitment represented by such Lender's Commitment at such time. In the event that the Total Commitment shall have expired or been terminated, the Pro Rata Percentage with respect to any Lender shall be such Lender's Pro Rata Percentage most recently in effect prior to such expiration or termination of the Total Commitment, giving effect to any subsequent assignments pursuant to Section 9.04.

" RCRA " shall mean the Resources Conservation and Recovery Act, as the same may be amended from time to time.

" Recipient " shall mean, as applicable, (a) any Person to which any payment on account of any obligation of a Loan Party under any Loan Document is made or owed, including the Agent or any Lender or (b) the beneficial owner of any Person described in clause (a).

" Reference Banks " shall mean Citibank, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A.

" Register " shall have the meaning assigned to such term in Section 9.04(c).

" Regulation D " shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Regulation U " shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Replacement Indebtedness " shall mean, in respect of any Indebtedness (" Original Indebtedness "), Indebtedness extending the maturity of or refunding, refinancing or replacing, in whole or in part, such Original Indebtedness; provided that (a) the principal amount of such Replacement Indebtedness shall not exceed the principal amount of such Original Indebtedness except by an amount no greater than accrued and unpaid interest with respect to such Original Indebtedness and reasonable fees, premium and expenses relating to such extension, refunding, refinancing or replacing; (b) no Subsidiary shall be liable for any such Replacement Indebtedness that shall not have been liable for such Original Indebtedness; (c) if such Original Indebtedness shall have been subordinated to the Obligations, such Replacement Indebtedness shall be subordinated to the Obligations on terms not less favorable to the Lenders; (d) such Replacement Indebtedness shall not mature before the date that is at least six months after the Maturity Date and shall not be subject to any requirement not applicable to such Original Indebtedness that such Replacement Indebtedness be prepaid, redeemed, repurchased or defeased on one or more scheduled dates or upon the happening of one or more events (other than events of default or change of control events) before the date that is at least six months after the Maturity Date; (e) the incurrence of any Replacement Indebtedness that refunds, refinances or replaces Original Indebtedness under any revolving credit or similar facility shall be accompanied by the termination of commitments under such facility equal in amount to such Original Indebtedness; and (f) such Replacement Indebtedness shall not be secured by any Lien on any asset other than the assets that secured such Original Indebtedness (or would have been required to secure such Original Indebtedness pursuant to the terms thereof) or, in the event Liens securing the Original Indebtedness shall have been contractually subordinated to any Lien securing the Obligations, by any Lien that shall not have been contractually subordinated to at least the same extent.

" Related Parties " shall mean, with respect to any specified Person, such Person's Affiliates and the directors, officers, partners, trustees, employees, agents and advisors of such Person and of such Person's Affiliates.

" Reportable Event " shall mean any reportable event as defined in Section 4043 of ERISA and the regulations issued under such Section with respect to a Plan, excluding, however, such events as to which the PBGC by regulation or by technical update waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA applicable to such Plan shall be a reportable event regardless of the issuance of any waiver in accordance with Section 412(c) of the Code or Section 302(c) of ERISA.

" Required Lenders " shall mean, at any time, Lenders in the aggregate holding more than 50% of the Total Commitment or, for purposes of acceleration pursuant to clause (ii) of Article VII or if the Total Commitment has been terminated, Lenders in the aggregate representing more than 50% of the sum of the Revolving Credit Exposure and the principal amount of the outstanding Competitive Loans.

" Responsible Officer " of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement and the other Loan Documents.

" Restatement Effective Date " shall have the meaning assigned to such term in the Amendment Agreement.

" Restricted Payment " shall mean (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest in the Borrower or any Subsidiary or (b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Equity Interest in the Borrower or any Subsidiary.

" Revolving Credit Exposure " shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Standby Loans of such Lender.

" Sale and Leaseback Transaction " shall have the meaning assigned to such term in Section 6.03.

" S&P " shall mean Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.

" Secured Parties " shall have the meaning assigned to such term in the Collateral Agreement.

" Security Documents " shall mean the Collateral Agreement, the Foreign Pledge Agreements, the IP Security Agreements, the Mortgages, the Control Agreements and each other security agreement executed and delivered pursuant to Section 5.08, 5.09 or 5.10 to secure any of the Obligations.

" SPC " shall have the meaning set forth in Section 9.04(f).

" Specified Hedging Agreements " shall mean one or more Hedging Agreements entered into by the Borrower or any Subsidiary to hedge or mitigate earnings volatility arising from mark-to-market accounting of seed capital investments or to facilitate the creation of investment track records for, or otherwise entered into in connection with, seeding of new products.

" Standby Borrowing " shall mean Standby Loans of a single Type made, converted or continued on a single date and, in the case of Eurodollar Standby Loans, as to which a single Interest Period is in effect.

" Standby Borrowing Request " shall mean a written request made by the Borrower pursuant to Section 2.04, which shall be in the form of Exhibit A-5.

" Standby Loans " shall mean the revolving loans made by the Lenders to the Borrower pursuant to Sections 2.01 and 2.04. Each Standby Loan shall be a Eurodollar Standby Loan or an ABR Loan.

" Statutory Reserves " shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority to which the Agent is subject for Eurocurrency Liabilities (as defined in Regulation D). Such reserve percentages shall include any imposed pursuant to Regulation D. Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities and to be subject to such reserve requirements without benefits of or credit for proration, exemptions or offsets. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

" subsidiary " shall mean, with respect to any Person at any time, any corporation, partnership, limited liability company, association or other business entity of which Equity Interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, at such time owned, controlled or held by such Person or by such Person and one or more subsidiaries of such Person.

" Subsidiary " shall mean any direct or indirect subsidiary of the Borrower.

" Subsidiary Loan Party " shall mean each Subsidiary that is a party to the Collateral Agreement.

" Syndication Agent " shall mean JPMorgan Chase Bank, N.A

" Taxes " shall mean any present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

" Total Commitment " shall mean at any time the aggregate amount of the Lenders' Commitments at such time.

" Transactions " shall have the meaning assigned to such term in Section 3.02.

" Transferee " shall mean any Eligible Assignee to whom a Lender shall have assigned all or any part of its Commitment or Loans or sold all or any part of its rights under this Agreement, in each case in accordance with Section 9.04.

" Type ", when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, " Rate " shall mean the Adjusted LIBO Rate, the LIBO Rate, the Alternate Base Rate or the Fixed Rate.

" Unfunded Liabilities " shall mean, on any date of determination, (a) in the case of Multiemployer Plans, the liability of the Borrower and the Subsidiaries if they were to incur a complete withdrawal from each such Plan and (b) in the case of all other Plans, the amount by which the present value of all benefit liabilities under each Plan (based on assumptions used for purposes of Statement of Financial Accounting Standards No. 87) exceeds the fair market value of the assets of such Plan.

" U.S. Person " shall mean a "United States person" within the meaning of Section 7701(a)(30) of the Code.

" Withdrawal Liability " shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

" Withholding Agent " shall mean any Loan Party and the Agent.

SECTION 1.02. Terms Generally. The definitions of terms herein shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". The words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word "law" shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law), and all judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person's successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. All references herein to "the date hereof" or "the date of this Agreement" shall be interpreted as references to the Restatement Effective Date.

SECTION 1.03. Accounting Terms. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that (a) for purposes of determining compliance with any covenant set forth in Article VI, such terms shall be construed in accordance with GAAP as in effect on the Restatement Effective Date applied on a basis consistent with the application used in preparing the Borrower's audited consolidated financial statements referred to in Section 3.05 and (b) for purposes of determining compliance with any covenant set forth in Article VI or determining the "Applicable Rate," no effect shall be given to any election under Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities , to value any Indebtedness of the Borrower or any Subsidiary at "fair value", as defined therein. In the event that any change in GAAP materially affects any provision of this Agreement, the parties hereto agree that, at the request of the Borrower or the Required Lenders, they shall negotiate in good faith in order to amend the affected provisions in such a way as will restore the parties to their respective positions prior to such change, and, following any such request, until such amendment becomes effective, the Borrower's compliance with such provisions shall be determined on the basis of GAAP as in effect immediately before such change in GAAP became effective.

ARTICLE II

THE CREDITS

SECTION 2.01. Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Standby Loans to the Borrower, at any time and from time to time on and after the date hereof and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount that will not result in (a) the Revolving Credit Exposure of such Lender exceeding such Lender's Commitment or (b) the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of all Competitive Loans outstanding at the time exceeding the lesser of (i) the Total Commitment and (ii) the Maximum Availability at the time. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow hereunder, subject to the terms, conditions and limitations set forth herein.

SECTION 2.02. Loans. (a) Each Standby Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their Commitments. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. At the time of the commencement of each Interest Period for any Eurodollar Standby Borrowing, such Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate principal amount that is equal to the entire unused balance of the Total Commitment. Each Competitive Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $10,000,000.

(b) Each Competitive Borrowing shall be comprised entirely of Eurodollar Competitive Loans or Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurodollar Standby Loans or ABR Loans, as the Borrower may request pursuant to Section 2.03 or 2.04, as applicable. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that the Borrower shall not be entitled to request any Borrowing which, if made, would result in an aggregate of more than 10 separate Standby Loans of any Lender being outstanding

hereunder at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans.

(c) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof (i) in the case of a Eurodollar Loan, by wire transfer of immediately available funds to the Agent in New York, New York, not later than 12:00 noon, New York City time, on such date and (ii) in the case of an ABR Loan or a Fixed Rate Loan, by wire transfer of immediately available funds to the Agent in New York, New York, not later than 3:00 p.m., New York City time, on such date, and the Agent shall promptly credit the amounts so received to the general deposit account of the Borrower with the Agent. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several, and no Lender shall be responsible for any other Lender's failure to make Loans as required hereby. Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with this paragraph (c), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03. Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or fax to the Agent a duly completed and executed Competitive Bid Request, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 1:00 p.m., New York City time, four Business Days before the date of the requested Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 1:00 p.m., New York City time, one Business Day before the date of the requested Competitive Borrowing; provided that no Competitive Bids shall be requested if, after giving effect to the Competitive Loans requested thereby, the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of all Competitive Loans outstanding at the time would exceed the lesser of (i) the Total Commitment and (ii) the Maximum Availability at the time. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected by the Agent in its sole discretion, and the Agent shall promptly notify the Borrower of any such rejection. Each request for Competitive Bids shall refer to this Agreement and specify (x) whether the Competitive Borrowing then being requested is to be a Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, (y) the date of such Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite the Lenders, by means of the notice in the form of Exhibit A-2, to bid, on the terms and conditions of this Agreement, to make Competitive Loans requested pursuant to such Competitive Bid Request.

(b) Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Lender shall be in the form of Exhibit A-3 and must be received by the Agent (by hand delivery or fax) (i) in the case of a Eurodollar Competitive Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the requested Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City time, on the day of the requested Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction of, the Borrower, and the Agent shall notify the Lender making such nonconforming Competitive Bids of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the requested Competitive Borrowing) of the Competitive Loan or Loans that the Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period with respect thereto. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable.

(c) With respect to each Competitive Bid Request, the Agent shall promptly notify the Borrower by fax of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each Competitive Bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section.

(d) The Borrower may, in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid. The Borrower shall notify the Agent by telephone, confirmed in writing by hand delivery or fax of a duly completed and executed Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the Competitive Bids made pursuant to any Competitive Bid Request (x) in the case of a Eurodollar Competitive Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the requested Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 1:00 p.m., New York City time, on the day of the requested Competitive Borrowing; provided that, with respect to any Competitive Bid Request, (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the Competitive Bids made pursuant thereto, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate principal amount of the Competitive Loans offered pursuant to the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if the Borrower shall accept a Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of Competitive Bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, (v) the Borrower shall not accept a Competitive Bid or Competitive Bids, or a portion of such bid or bids, if, after giving effect thereto, the sum of the Revolving Credit Exposures of all the Lenders and the aggregate principal amount of all Competitive Loans outstanding at the time shall exceed the lesser of (x) the Total Commitment and (y) the Maximum Availability at the time and (vi) except pursuant to clauses (iv) and (v) above, no Competitive Bid shall be accepted for a Competitive Loan unless such

Competitive Loan is in a minimum principal amount of $10,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $10,000,000 because of the provisions of clause (iv) or (v) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) above, the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable.

(e) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate), and each bidding Lender whose Competitive Bid has been accepted will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan to the extent its Competitive Bid has been accepted.

(f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request.

(g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time by which the other Lenders are required to submit their bids to the Agent pursuant to paragraph (b) above.

(h) All notices required by this Section shall be given in accordance with Section 9.01.

SECTION 2.04. Standby Borrowing Procedure. In order to request a Standby Borrowing, the Borrower shall hand deliver or fax to the Agent a duly completed and executed Standby Borrowing Request (a) in the case of a Eurodollar Standby Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the requested Standby Borrowing and (b) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the day of the requested Standby Borrowing. Each such request shall be irrevocable and shall specify (i) whether the Borrowing then being requested is to be a Eurodollar Standby Borrowing or an ABR Borrowing; (ii) the date of such Standby Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Standby Borrowing, the Interest Period with respect thereto. If no election as to the Type of Standby Borrowing is specified in any such request, then the requested Standby Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Standby Borrowing is specified in any such request, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Agent shall promptly advise the Lenders of any request given pursuant to this Section and of each Lender's portion of the requested Borrowing.

SECTION 2.05. Standby Interest Elections. (a) Each Standby Borrowing initially shall be of the Type specified in the applicable Standby Borrowing Request and, in the case of a Eurodollar Standby Borrowing, shall have an initial Interest Period as specified in such Standby Borrowing Request. Thereafter, the Borrower may elect to convert such Standby Borrowing to a Standby Borrowing of a different Type or to continue such Standby Borrowing and, in the case of a Eurodollar Standby Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Standby Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Standby Loans comprising such Standby Borrowing, and the Standby Loans comprising each such portion shall be considered a separate Standby Borrowing. This Section shall not apply to Competitive Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Agent of such election (each, an " Interest Election Request ") by telephone by the time that a Standby Borrowing

Request would be required under Section 2.04 if the Borrower were requesting a Standby Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or fax to the Agent of a written Interest Election Request in a form approved by the Agent and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Standby Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Standby Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Standby Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Standby Borrowing is to be an ABR Borrowing or a Eurodollar Standby Borrowing; and

(iv) if the resulting Standby Borrowing is to be a Eurodollar Standby Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Standby Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration.

(d) Promptly following receipt of an Interest Election Request, the Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Standby Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Standby Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Standby Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Standby Borrowing may be converted to or continued as a Eurodollar Standby Borrowing and (ii) unless repaid, each Eurodollar Standby Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.06. Fees. (a) The Borrower agrees to pay to the Agent for the account of each Lender a commitment fee (the " Commitment Fee "), which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the Restatement Effective Date to but excluding the date on which such Commitment terminates. Accrued Commitment Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Restatement Effective Date. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees, (i) the Commitment of a Lender shall be deemed to be used to the extent of such Lender's Revolving Credit Exposure and (ii) the outstanding Competitive Loans of any Lender shall be disregarded.

(b) The Borrower agrees to pay the Agent, for its own account, the fees (the " Agent's Fees ") at the times and in the amounts agreed by the Borrower in the Fee Letter.

(c) All Fees shall be paid on the dates due, in immediately available funds, to the Agent for distribution, if and as appropriate, among the Lenders. Once paid, none of the Fees shall be refundable under any circumstances absent manifest error.

SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) on the Maturity Date to the Agent for the account of each Lender the then unpaid principal amount of each Standby Loan and (ii) on the last day of the Interest Period applicable thereto to the Agent for the applicable Lender(s) the then unpaid principal amount of each Competitive Loan.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Agent hereunder from the Borrower and each Lender's share thereof. The entries made in the accounts maintained pursuant to this Section shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations therein recorded; provided , however , that the failure of any Lender or the Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms or cause the Borrower's obligations to be greater than they would have been absent such failure or error.

(c) Any Lender may request that Loans made by it to the Borrower be evidenced by a promissory note of the Borrower. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.08. Interest on Loans. (a) Subject to Section 2.09, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurodollar Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate, and (ii) in the case of each Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the Borrower pursuant to Section 2.03. Accrued interest on each Eurodollar Loan shall be payable in arrears on each Interest Payment Date for such Loan. Each Reference Bank agrees upon the request of the Agent to furnish to the Agent timely information for the purpose of determining the LIBO Rate and the Adjusted LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.

(b) Subject to Section 2.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate. Accrued interest on each ABR Loan shall be payable in arrears on each Interest Payment Date for

such Loan. The Alternate Base Rate shall be determined by the Agent, and such determination shall be conclusive absent manifest error.

(c) Subject to Section 2.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the Borrower pursuant to Section 2.03. Accrued interest on each Fixed Rate Loan shall be payable in arrears on each Interest Payment Date.

SECTION 2.09. Default Interest. Notwithstanding anything to the contrary herein, (a) upon the occurrence and during the continuance of an Event of Default and, except where an Event of Default shall have occurred and be continuing under clause (b), (c), (g) or (h) of Article VII, after receipt of a request therefor from the Agent or the Required Lenders, the Borrower shall pay interest on the unpaid principal amount of each Standby Loan, payable in arrears on the dates referred to in Section 2.08, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal at all times to 2% per annum above the rate per annum required to be paid on such Standby Loan pursuant to Section 2.08(a) or 2.08(b), as applicable, and (b) to the fullest extent permitted by law, the Borrower shall pay interest on the amount of any interest, fee or other amount payable hereunder (other than the principal of any Standby Loan) that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) equal at all times to 2% per annum above the rate per annum required to be paid on ABR Loans pursuant to Section 2.08(b).

SECTION 2.10. Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (a) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (b) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. In the event of any such determination, the Lenders shall negotiate with the Borrower, at its request, as to the interest rate which the Loans comprising such an ABR Borrowing shall bear; provided that such Loans shall bear interest as provided in Section 2.08(b) pending the execution by the Borrower and each Lender of a written agreement providing for a different interest rate. Each determination by the Agent hereunder shall be conclusive absent manifest error.

SECTION 2.11. Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) Upon at least three Business Days' prior irrevocable written or fax notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, without penalty but subject to Section 2.15, the Total Commitment; provided that (i) each partial reduction of the Total Commitment shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made if, after giving effect to any concurrent prepayment of the Loans in

accordance with Section 2.12, the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of all Competitive Loans outstanding at the time would exceed the lesser of (x) the Total Commitment and (y) the Maximum Availability at the time.

(c) In the event and on any occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any sale, transfer or other disposition of Equity Interests in INTECH or Perkins pursuant to Section 6.04(c)(iv), the Total Commitment shall, on the second Business Day immediately following the day such Net Proceeds are received, be automatically permanently reduced by an amount equal to the product of (i) the Applicable Percentage and (ii) the Total Commitment as in effect immediately prior to such reduction (and the Borrower shall make the prepayment, if any, required to be made as a result of such reduction pursuant to Section 2.12(c))

(d) Each reduction in the Total Commitment under this Section 2.11 shall be made ratably among the Lenders in accordance with their respective Commitments. The Borrower shall pay to the Agent for the account of the Lenders, on the date of each termination or reduction of the Total Commitment under this Section 2.11, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction.

SECTION 2.12. Prepayment. (a) The Borrower shall have the right, at any time and from time to time, to prepay any Standby Borrowing, in whole or in part, upon giving written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Agent prior to (i) 1:00 p.m., New York City time, two Business Days prior to the date of prepayment, in the case of Eurodollar Standby Loans, and (ii) before 1:00 p.m., New York City time, on the Business Day of the date of prepayment, in the case of ABR Loans; provided that each partial prepayment shall be in an amount which is an integral multiple of $1,000,000 and not less than (A) $5,000,000 in the case of a Eurodollar Standby Borrowing and (B) $1,000,000 in the case of an ABR Borrowing or, if less, the aggregate principal amount of such Standby Borrowing. The Borrower shall not have the right to prepay any Competitive Borrowing.

(b) In the event and on each occasion that the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of all Competitive Loans outstanding exceeds, on any day, the Maximum Availability on such day, the Borrower shall, not later than the immediately following Business Day, (i) prepay Standby Borrowings in an amount equal to the lesser of the aggregate principal amount of the Standby Borrowings then outstanding and the amount of such excess and (ii) to the extent the amount of such excess shall exceed the aggregate principal amount of the Standby Borrowings then outstanding, prepay Competitive Borrowings in an amount sufficient to eliminate such remaining excess.

(c) In the event and on each occasion that the Total Commitment is reduced pursuant to Section 2.11, and, following such reduction, the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of all Competitive Loans outstanding exceeds the Total Commitment, the Borrower shall, on such day, (i) prepay Standby Borrowings in an amount equal to the lesser of the aggregate principal amount of the Standby Borrowings then outstanding and the amount of such excess and (ii) to the extent the amount of such excess shall exceed the aggregate principal amount of the Standby Borrowings then outstanding, prepay Competitive Borrowings in an amount sufficient to eliminate such remaining excess. In the event of a termination of all of the Commitments, the Borrower shall repay or prepay all the outstanding Loans on the date of such termination.

(d) In the event and on any occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of (i) any issuance of preferred Equity Interests in or other preferred securities of the Borrower, (ii) any sale, transfer or other disposition of Equity Interests in INTECH or Perkins pursuant to Section 6.04(c)(iv) or (iii) any sale, transfer or other disposition of securities of Stanfield Victoria Funding LLC pursuant to Section 6.04(c)(v), the Borrower shall (A) within two Business Days after such Net Proceeds are received, prepay Standby Borrowings in an aggregate amount equal to the lesser of the aggregate principal amount of the Standby Borrowings then outstanding and the amount of such Net Proceeds and (B) solely in the case of any event described in clause (i) or (ii) above, to the extent the amount of such Net Proceeds shall exceed the aggregate principal amount of the Standby Borrowings then outstanding, within 90 Business Days after such Net Proceeds are received, prepay (or cause any Subsidiary to prepay) other Indebtedness of the Borrower or any Subsidiary in an aggregate amount equal to the lesser of the aggregate principal amount of all such other Indebtedness then outstanding and 75% of such excess.

(e) Each notice of prepayment shall specify the prepayment date and the principal amount of each Standby Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Standby Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments under this Section shall be subject to Section 2.15, but shall otherwise be without premium or penalty. All prepayments under this Section shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment.

SECTION 2.13. Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal or applicable lending office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan or Fixed Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the direct cost to such Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement or the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.

(c) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

SECTION 2.14. Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrower and to the Agent, such Lender may:

(i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn; and

(ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under clause (i) or (ii) above, and (x) all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans and (y) such Lender shall negotiate with the Borrower, at its request, as to the interest rate which such ABR Loans shall bear; provided that such Loans shall bear interest as provided in Section 2.08(b) pending the execution by the Borrower and such Lender of a written agreement providing for a different interest rate.

(b) For purposes of this Section, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

SECTION 2.15. Indemnity. The Borrower shall indemnify each Lender against any loss (other than loss of profits) or expense which such Lender may sustain or incur as a consequence of (a) any failure by the Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by the Borrower to borrow or to refinance or continue any Loan hereunder, for any reason other than a default by such Lender, after irrevocable notice of such

borrowing, refinancing or continuation has been given pursuant to Section 2.03, 2.04 or 2.05, (c) any payment, prepayment or conversion of a Eurodollar Loan or Fixed Rate Loan required by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period applicable thereto, (d) any default in payment or prepayment by the Borrower of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any loss (other than loss of profits) or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan or Fixed Rate Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed (assumed to be the Adjusted LIBO Rate or, in the case of a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment or failure to borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or not borrowed for such period or Interest Period, as the case may be. This Section 2.15 shall not apply with respect to Taxes, other than Taxes that represent losses or damages arising from any non-Tax claim.

SECTION 2.16. Pro Rata Treatment. Except as required under Section 2.14, each Standby Borrowing, each payment or prepayment of principal of any Standby Borrowing, each payment of interest on the Standby Loans, each payment of the Commitment Fees, each reduction of the Commitments and each refinancing of any Borrowing with a Standby Borrowing of any Type, shall be allocated pro rata among the Lenders in accordance with their respective Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Standby Loans). Each payment of principal of any Competitive Borrowing shall be allocated pro rata among the Lenders participating in such Borrowing in accordance with the respective principal amounts of their outstanding Competitive Loans comprising such Borrowing. Each payment of interest on any Competitive Borrowing shall be allocated pro rata among the Lenders participating in such Borrowing in accordance with the respective amounts of accrued and unpaid interest on their outstanding Competitive Loans comprising such Borrowing. For purposes of determining the available Commitments of the Lenders at any time, each outstanding Competitive Borrowing shall be deemed to have utilized the Commitments of the Lenders (including those Lenders which shall not have made Loans as part of such Competitive Borrowing) pro rata in accordance with such respective Commitments, except as set forth in Section 2.06(a). Each Lender agrees that in computing such Lender's portion of any Borrowing to be made hereunder, the Agent may, in its discretion, round each Lender's percentage of such Borrowing to the next higher or lower whole dollar amount.

SECTION 2.17. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Standby Loan or Loans as a result of which the unpaid principal portion of the Standby Loans of such Lender shall be proportionately less than the unpaid principal portion of the Standby Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Standby Loans of such other Lender, so that the aggregate unpaid principal amount of the Standby Loans and participations in the Standby Loans held by each Lender shall be in the

same proportion to the aggregate unpaid principal amount of all Standby Loans then outstanding as the principal amount of its Standby Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided , however , that, if any such purchase or purchases or adjustments shall be made pursuant to this Section and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation pursuant to the foregoing arrangements deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Standby Loan directly to the Borrower in the amount of such participation.

SECTION 2.18. Payments. (a) The Borrower shall make each payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder and under any other Loan Document not later than 1:00 p.m., New York City time, on the date when due in dollars to the Agent at its offices at Citi Global Loans, 1615 Brett Road, OPS 3, New Castle, DE 19720, ABA 021 00 00 89, Account No. 36852248, Attention: Mark Rosenthal, in immediately available funds.

(b) Whenever any payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Fees, if applicable.

(c) In the event that any financial statements delivered under Section 5.04(a) or 5.04(b), or any certificate delivered under Section 5.04(c), shall prove to have been materially inaccurate (regardless of whether any Commitments are in effect or any amounts are outstanding hereunder when such inaccuracy is discovered), and such inaccuracy shall have resulted in the payment of any interest or fees at rates lower than those that were in fact applicable for any period (based on the actual Leverage Ratio), the Borrower shall pay to the Agent, for distribution to the Lenders (or former Lenders) as their interests may appear, the accrued interest or fees that should have been paid but were not paid as a result of such misstatement.

SECTION 2.19. Taxes. (a) Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law, as modified by the practice then in effect of any Governmental Authority. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the applicable Loan Party shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section 2.19), the applicable Recipient receives the amount it would have received had no such withholding been made.

(b) The Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Within 30 days after any payment of Indemnified Taxes by a Loan Party to a Governmental Authority, such Loan Party shall deliver to the Agent at its address referred to in Section 9.01 the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(d) The Loan Parties shall severally indemnify each Recipient for the full amount of any Indemnified Taxes payable by such Recipient with respect to any Loan Document or any payment by such Loan Party under any Loan Document (including amounts payable under this Section 2.19) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly imposed by the relevant Governmental Authority. The indemnity under this paragraph (d) shall be paid within 30 days after the date the Recipient delivers to the applicable Loan Party a certificate stating the amount of Indemnified Taxes so payable by such Recipient. Such certificate shall be conclusive of the amount so payable absent manifest error. Such Recipient shall deliver a copy of such certificate to the Agent.

(e) The Lenders shall severally indemnify the Agent for the full amount of any Excluded Taxes payable by the Agent with respect to any Loan Document or any payment by any Loan Party under any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded Taxes were correctly imposed by the relevant Governmental Authority, except to the extent that any such amount or payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of the Agent. The indemnity under this paragraph (e) shall be paid within 30 days after the Agent delivers to the applicable Lender a certificate stating the amount of Excluded Taxes so payable by the Agent. Such certificate shall be conclusive of the amount so payable absent manifest error.

(f) (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to payments under any Loan Document shall deliver to the Borrower and the Agent, at the time or times prescribed by law or reasonably requested by the Borrower or the Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Borrower or the Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender shall deliver such other documentation prescribed by law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (f)) shall not be required if in the Lender's judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrower or the Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.19. If any such form or certification expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Borrower and the Agent in writing of such expiration, obsolescence or inaccuracy.

(ii) Without limiting the generality of the foregoing, if the Borrower is a U.S. Person, any Lender with respect to the Borrower shall, if it is legally eligible to do so, deliver to the Borrower and the Agent (in such number of copies reasonably requested by the Borrower and the Agent) on or prior to the date on which such Lender becomes a party hereto (or, in the case of a participation holder, on or before the date such participation is effective hereunder) and on or before the date, if any, such Lender changes its applicable lending office by designating a new lending office, duly completed and executed copies of whichever of the following is applicable:

(A) in the case of a Lender that is a U.S. Person, IRS Form W-9;

(B) in the case of a Lender (other than a U.S. Person) claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the "interest" article of such tax treaty and (2) with respect to all other payments under any Loan Document, IRS Form W-8BEN establishing an exemption from U.S. Federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty;

(C) in the case of a Lender (other than a U.S. Person) for whom payments under any Loan Document constitute income that is effectively connected with such Lender's conduct of a trade or business in the United States, IRS Form W-8ECI;

(D) in the case of a Lender (other than a U.S. Person) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN and (2) a certificate to the effect that such Lender is not (a) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (b) a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (c) a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;

(E) in the case of a Lender (other than a U.S. Person) that either is not the beneficial owner of payments made under any Loan Document or is a partnership (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; or

(F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Borrower or the Agent to determine the amount of Tax (if any) required by law to be withheld.

(g) If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.19 (including additional amounts paid by any Loan Party pursuant to this Section 2.19), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.19 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such Recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such Recipient, shall repay to such Recipient the amount paid to such Recipient pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will any Recipient be required to pay any amount to any Loan Party pursuant to this paragraph (g) if such payment would place such Recipient in a less favorable position (on a net after-Tax basis) than such Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph (g) shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

(h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.19 shall survive termination of the Loan Documents and payment of any obligations thereunder.

SECTION 2.20. Termination or Assignment of Commitments under Certain Circumstances. In the event that any Lender shall fail to pay amounts due to the Agent pursuant to Section 2.02(c) or any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrower shall be required to make additional payments to any Lender under Section 2.19, and provided that no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the right, at its own expense, upon notice to such Lender and the Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee which shall assume such obligations; provided that (i) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Borrower or such assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it), (iii) if such assignee is not a Lender, the Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Agent and (iv) in the case of any assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction of such compensation or payments thereafter. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.21. Lending Offices and Lender Certificates; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate lending office with respect to its Eurodollar Loans and Fixed Rate Loans to reduce any liability of the Borrower to such Lender under Section 2.13 or to avoid the unavailability of Eurodollar Loans under Section 2.10 or 2.14, so long as such designation is not disadvantageous to such Lender. A good faith certificate of a Lender setting forth a reasonable basis of computation and allocation of the amount due under Section 2.13 or 2.15 shall be final, conclusive and binding on the Borrower in the absence of manifest error. The amount specified in any such certificate shall be payable on demand after receipt by the Borrower of such certificate. The obligations of the Borrower under Sections 2.13, 2.15, 2.18(c), 2.19 and 9.05 shall survive the payment of all amounts due under any Loan Document and the termination of this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants as to itself and the Subsidiaries to each of the Lenders that:

SECTION 3.01. Corporate Existence and Standing. The Borrower and each Subsidiary is duly organized, validly existing and, where such concept exists in the relevant jurisdiction of organization, in good standing under the laws of its jurisdiction of organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted where the failure to so qualify would have a Material Adverse Effect.

SECTION 3.02. Authorization and Validity. Each Loan Party has the corporate or other organizational, as applicable, power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder (collectively, the " Transactions "). The Transactions have been duly authorized by all necessary corporate or other organizational action, and if required, stockholder or other equity holder action, as applicable. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other

Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of the Borrower or such other Loan Party, enforceable against the Borrower or such other Loan Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally.

SECTION 3.03. No Conflict; Governmental Consent. None of the Transactions will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's articles or certificate of incorporation, bylaws or other organizational documents or the provisions of any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict therewith or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except for Liens created under the Loan Documents. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, except acts necessary to perfect Liens created under the Loan Documents.

SECTION 3.04. Compliance with Laws; Environmental and Safety Matters. (a) The Borrower and each Subsidiary has complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except to the extent that the failure to comply therewith could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

(b) The Borrower and each Subsidiary has complied in all material respects with all applicable Federal, state, local and other statutes, ordinances, orders, judgments, rulings and regulations relating to environmental pollution or to environmental regulation or control or to employee health or safety. Neither the Borrower nor any Subsidiary has received notice of any material failure so to comply which could reasonably be expected to result in a Material Adverse Effect. The Borrower's and the Subsidiaries' facilities do not manage any hazardous wastes, hazardous substances, hazardous materials, toxic substances, toxic pollutants or substances similarly denominated, as those terms or similar terms are used in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act, the Toxic Substance Control Act, the Clean Air Act, the Clean Water Act or any other applicable law relating to environmental pollution or employee health and safety, in violation in any material respect of any law or any regulations promulgated pursuant thereto. The Borrower is aware of no events, conditions or circumstances involving environmental pollution or contamination or employee health or safety that could reasonably be expected to result in liability on the part of the Borrower or any Subsidiary which could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.05. Financial Statements. The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, changes in stockholders' equity and cash flows as of the end of and for the fiscal year ended December 31, 2008, audited by and accompanied by the opinion of Deloitte & Touche LLP, an independent registered public accounting firm. Such financial statements were prepared in accordance with GAAP and present fairly the financial condition and results of operations of the Borrower and the Consolidated Subsidiaries as of such date and for such period. Such balance sheet and the notes thereto disclose all material liabilities, direct or contingent, of the Borrower and the Consolidated Subsidiaries as of the date thereof.

SECTION 3.06. No Material Adverse Change. Except for any Disclosed Matter, no material adverse change in the business, properties, financial condition, prospects or results of operations of the Borrower and the Consolidated Subsidiaries has occurred since December 31, 2008. It is understood that downgrades or negative pronouncements by rating agencies and volatility in the capital markets generally shall not in and of themselves be considered material adverse changes, but that the antecedents or consequences thereof may constitute such changes (except to the extent the same constitute Disclosed Matters).

SECTION 3.07. Subsidiaries. Schedule 3.07 contains an accurate list of all the significant joint ventures and all the Subsidiaries, in each case on and as of the Restatement Effective Date, setting forth their respective jurisdictions of organization and the percentage of their respective ownership interests held by the Borrower or other Subsidiaries, and identifies each Subsidiary that is a Designated Subsidiary on and as of the Restatement Effective Date.

SECTION 3.08. Litigation. Except for any Disclosed Matter, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any Subsidiary that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 3.09. Material Agreements. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect.

SECTION 3.10. Regulation U. Margin Stock constitutes, and at all times will constitute, less than 25% of the assets of the Borrower and the Subsidiaries that are subject to any limitation on sale or pledge hereunder.

SECTION 3.11. Investment Company Act. Neither the Borrower nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.

SECTION 3.12. Use of Proceeds. The Borrower will use the proceeds of the Loans only for working capital and other general corporate purposes.

SECTION 3.13. Taxes. The Borrower and each Subsidiary (other than the Excluded Subsidiary) have filed all United States Federal Tax returns, in the case of the Borrower and each Domestic Subsidiary, and all other Tax returns which are required to be filed and have paid all Taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any such Subsidiary, including all Federal and state withholding Taxes and all Taxes required to be paid pursuant to applicable law, except such Taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. The charges, accruals and reserves on the books of the Borrower and the Consolidated Subsidiaries in respect of any Taxes or other governmental charges are adequate.

SECTION 3.14. Accuracy of Information. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any Subsidiary is subject, and all other matters known to the Borrower, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Confidential Information Memorandum nor any of the other reports, financial statements, certificates or other written or formally presented information furnished by or on behalf of the Borrower or any Loan Party to the Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document, included herein or therein or furnished hereunder or thereunder (in each case taken as a whole and as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in

the light of the circumstances under which they were made, not misleading; provided that, as to financial projections, if any, that have been prepared by the Borrower and made available to the Agent, any Lender or any potential Lender, the Borrower only represents and warrants that such financial projections have been prepared in good faith based upon assumptions believed by the management of the Borrower to be reasonable at the time of preparation (it being understood such projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower's control, and that no assurance can be given that the projections will be realized and the variations therefrom may be material).

SECTION 3.15. No Undisclosed Dividend Restrictions. Except for restrictions hereunder, and except for restrictions on the payment of dividends under applicable law, none of the Subsidiaries (other than the Excluded Subsidiary) is subject to any agreement, amendment, covenant or understanding that directly or indirectly (through the application of financial covenants or otherwise) restricts the ability of such entity to declare or pay dividends.

SECTION 3.16. Properties. (a) The Borrower and each Subsidiary has good title to, or valid leasehold interests in, all its property (other than Intellectual Property) material to its business (including its Mortgaged Properties), except where the failure to have such title or leasehold interest could not, individually or in the aggregate, reasonably be expected to have Material Adverse Effect.

(b) The Borrower and each Subsidiary (other than the Excluded Subsidiary) owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other Intellectual Property material to the operation of its business, and, to the knowledge of the Borrower, the use thereof by the Borrower and the Subsidiaries does not infringe upon the Intellectual Property rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(c) As of the Restatement Effective Date, neither the Borrower nor any Designated Subsidiary owns any parcel of real property in fee.

SECTION 3.17. Collateral Matters. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) when the Collateral constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted by Section 6.02.

(b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor's right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted by Section 6.02.

(c) Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the

financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property that is included in the Collateral and in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Restatement Effective Date).

ARTICLE IV

CONDITIONS

SECTION 4.01. Restatement Effective Date . The effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement is subject to the satisfaction of the conditions precedent set forth in the Amendment Agreement (or waiver thereof in accordance with the terms of the Amendment Agreement).

SECTION 4.02. All Borrowings. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:

(a) The Agent shall have received a notice of such Borrowing as required by Section 2.03 or 2.04, as applicable.

(b) The representations and warranties set forth in Article III hereof and in each Loan Document shall be true and correct in all material respects on and as of the date of, and after giving effect to, such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(c) At the time of, and immediately after giving effect to such Borrowing, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower shall be in compliance with Section 6.07(c) for a period of five consecutive Business Days ending immediately prior to the date of such Borrowing.

(d) At the time of, and immediately after giving effect to such Borrowing, the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate amount of all Competitive Loans outstanding at such time shall not exceed the lesser of (x) the Total Commitment and (y) the Maximum Availability at such time.

(e) The Agent shall have received a certificate of a Financial Officer of the Borrower, dated the date of such Borrowing, setting forth the Maximum Availability as of the date of such Borrowing.

Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.02. It is understood that this Section 4.02 shall not apply to a conversion or continuation of any Standby Borrowing pursuant to Section 2.05.

ARTICLE V

AFFIRMATIVE COVENANTS

The Borrower covenants and agrees with each Lender that, until the Commitments have expired or been terminated and the principal of or interest on each Loan, all Fees or all other expenses or

amounts payable under any Loan Document shall have been paid in full, unless the Required Lenders shall otherwise consent in writing:

SECTION 5.01. Conduct of Business; Maintenance of Ownership of Subsidiaries and Maintenance of Properties. (a) The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted; provided that no sale, transfer or disposition of assets (including by means of a merger) permitted under Sections 6.03, 6.04 and 6.05 will be prohibited by this paragraph (a).

(b) The Borrower will, and will cause each Subsidiary to do all things necessary to remain duly organized, validly existing and, where such concept exists in the relevant jurisdiction of organization, in good standing in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect or in connection with a dissolution, merger, or disposition of a Subsidiary permitted under Section 6.04.

(c) The Borrower will at all times own, directly or indirectly, at least (i) 50.1% of the outstanding Equity Interests of each of INTECH and Perkins and (ii) 95% of the outstanding Equity Interests of Janus Capital Management LLC, in each case free and clear of any Liens on such Equity Interests, other than Liens created under the Loan Documents and statutory Liens applicable to Equity Interests.

(d) The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, do all things necessary to maintain, preserve, protect and keep their properties material to the conduct of their businesses in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that their businesses carried on in connection therewith may be properly conducted in all material respects at all times; provided that no sale, transfer or disposition of assets (including by means of a merger) permitted under Sections 6.03, 6.04 and 6.05 will be prohibited by this paragraph (d).

SECTION 5.02. Insurance. The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, maintain, with Persons that, to its knowledge, are financially sound and reputable insurance companies, insurance on all its property in such amounts and covering such risks as is consistent with sound business practice and customary with companies engaged in similar lines of business, and the Borrower will furnish to any Lender upon reasonable request full information as to the insurance carried. Each such policy of general liability or casualty insurance maintained by or on behalf of Loan Parties shall (a) in the case of each general liability insurance policy, name the Agent, on behalf of the Lenders, as an additional insured thereunder, (b) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Agent, on behalf of the Secured Parties, as the loss payee thereunder and (c) provide for at least 30 days' (or such shorter number of days as may be agreed to by the Agent) prior written notice to the Agent of any cancellation of such policy.

SECTION 5.03. Compliance with Laws and Payment of Material Obligations and Taxes. (a) The Borrower will, and will cause each Subsidiary to, comply in all material respects with all laws (including ERISA and the Fair Labor Standards Act, as amended), rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject if noncompliance therewith could reasonably be expected to have a Material Adverse Effect.

(b) The Borrower will, and will cause each Subsidiary to, pay when due its material obligations, including all taxes, assessments and governmental charges and levies upon it or its income, profits or property, except (i) those which are being contested in good faith by appropriate

proceedings and with respect to which adequate reserves have been set aside or (ii) where any failure to pay could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.04. Financial Statements, Reports, etc. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP or IFRS, as applicable, and will furnish to the Agent and each Lender:

(a) within 90 days after the end of each of its fiscal years, its audited consolidated balance sheet and related consolidated statements of income, changes in stockholders' equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the prior fiscal year, all audited by and accompanied by an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by the Borrower's independent certified public accountants) audit report certified by an independent registered public accounting firm of nationally recognized standing to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and the Consolidated Subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP;

(b) within 45 days after the end of each of the first three quarters of each of its fiscal years, its consolidated balance sheet and related consolidated statements of income, changes in stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and the Consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes;

(c) together with each delivery of financial statements under clause (a) or (b) of this Section 5.04, a compliance certificate substantially in the form of Exhibit C signed by a Financial Officer of the Borrower, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.07, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the consolidated balance sheet of the Borrower most recently theretofore delivered under clause (a) or (b) of this Section 5.04 (or, prior to the first such delivery, referred to in Section 3.05) and, if any such change has occurred, specifying the effect of such change on the financial statements (including those for the prior periods) accompanying such certificate, and (iv) certifying that all notices required to be provided to the Agent under Sections 5.08 and 5.09 have been provided;

(d) as soon as possible and in any event within 10 days after any Responsible Officer of the Borrower knows that (i) any Reportable Event has occurred with respect to any Plan, (ii) any Withdrawal Liability has been incurred with respect to any Multiemployer Plan or (iii) the Borrower or any member of the Controlled Group has received any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization within the meaning of Title IV of ERISA or in endangered or critical status within the meaning of Section 305 of ERISA or Section 432 of the Code, a statement, signed by a Financial Officer of the Borrower, describing such Reportable Event, Withdrawal Liability or notice and the action which the Borrower proposes to take with respect thereto;

(e) promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished;

(f) promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Borrower or any Consolidated Subsidiary files with the Securities and Exchange Commission or financial reports material to the interests of the Lenders or to the ability of the Borrower to perform its obligations under the Loan Documents;

(g) within 10 days after the end of each calendar month, a certificate signed by a Financial Officer of the Borrower certifying as to the dollar amount of Long-Term Assets Under Management as of the close of business on each Business Day during such month;

(h) in the event the dollar amount of Long-Term Assets Under Management as of the close of business on any Business Day changes in a manner that, disregarding the last sentence of the definition of the term "Maximum Availability", would result in a change in the Maximum Availability, no later than 12:00 noon, New York City time, on the first Business Day following the date of such change, a certificate of a Financial Officer of the Borrower notifying the Agent of such change and specifying Long-Term Assets Under Management as of the close of business on such immediately preceding Business Day;

(i) upon a reasonable request of the Agent therefor (and, in any event, no later than 12:00 noon, New York City time, on the first Business Day following the day of such request), a certificate signed by a Financial Officer of the Borrower certifying as to the dollar amount of Long-Term Assets Under Management as of the close of business on the Business Day immediately preceding the date of such request;

(j) within 60 days after the end of each fiscal quarter of the Borrower, a certificate of a Responsible Officer of the Borrower either (i) setting forth (A) all Equity Interests or Indebtedness owned by any Loan Party, (B) all Intellectual Property owned by any Loan Party, (C) all Mortgaged Property and (D) all commercial tort claims seeking damages of $3,000,000 or more in respect of which a complaint or a counterclaim has been filed by any Loan Party (including a brief description thereof) and that, in each case, (x) if so owned or filed by a Loan Party as of the Restatement Effective Date would have been required to be set forth on the applicable schedule to the Collateral Agreement or to the Perfection Certificate pursuant to the terms thereof and (y) have not been set forth on a certificate previously delivered pursuant to this clause (j), or (ii) certifying that there has been no change (other than any change that could not reasonably be expected to be adverse in any material respect to the creation or perfection of the security interests in the Collateral on the terms and with the priority contemplated by the Security Documents, or otherwise be adverse in any material respect to the interest of the Lenders as secured parties) in the information set forth in the certificate most recently delivered pursuant to this clause (j) or, in the case of the first such certificate delivered after the Restatement Effective Date, the information set forth on the applicable schedule to the Collateral Agreement or to the Perfection Certificate;

(k) promptly after Moody's or S&P shall have announced a change in the rating or the outlook in effect for the Index Debt, written notice of such change; and

(l) such other information (including financial information and any information required by the Patriot Act or any other "know your customer" or similar laws or regulations) as the Agent or any Lender may from time to time reasonably request.

deemed to have been delivered (i) when reports containing such financial statements (and the related audit opinions and certifications) or other materials are posted on the Borrower's website on the internet at http://ir.janus.com (or any successor page identified in a notice given to the Agent and the Lenders) or on the SEC's website on the internet at www.sec.gov and the Borrower has notified the Agent (who in turn shall notify the Lenders) that such reports have been so posted or (ii) when such financial statements, reports or statements are delivered in accordance with Section 9.17(a).

SECTION 5.05. Notices of Material Events. Promptly and in any event within five Business Days after a Responsible Officer of the Borrower becomes aware thereof, the Borrower will give notice in writing to the Agent and the Lenders of the occurrence of (a) any Default or Event of Default or (b) any other development, financial or otherwise, which has resulted or could reasonably be expected to result in a Material Adverse Effect.

SECTION 5.06. Books and Records; Access to Properties and Inspections. The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, keep proper books and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, permit the Agent and the Lenders to make reasonable inspections during regular business hours of the properties, corporate books and financial records of the Borrower or any such Subsidiary, to make reasonable examinations and copies of the books of accounts and other financial records of the Borrower or any such Subsidiary, and to discuss the affairs, finances and accounts of the Borrower or any such Subsidiary with, and to be advised as to the same by, its respective officers at such reasonable times and intervals as the Lenders may designate; provided that (a) any inspection by any Lender shall be at such Lender's own expense, (b) unless a Default or Event of Default shall have occurred and be continuing, there shall be no more than two such inspections during any fiscal year and (c) the Lenders shall coordinate the timing of their inspections through the Agent and provide reasonable notice thereof.

SECTION 5.07. Use of Proceeds. The Borrower will use the proceeds of the Loans solely for the purposes set forth in Section 3.12.

SECTION 5.08. Information Regarding Collateral; Deposit Accounts; Securities Accounts. (a) The Borrower will furnish to the Agent prompt written notice of any change in (i) the legal name of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive office of any Loan Party or (iv) the organizational identification number, if any, or, with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral.

(b) The Borrower will furnish to the Agent prompt written notice of (i) the acquisition by any Loan Party of, or any real property interest otherwise becoming, a Mortgaged Property after the Restatement Effective Date and (ii) the acquisition by any Loan Party of any other material assets after the Restatement Effective Date, other than any assets constituting Collateral under the Security Documents in which the Agent shall have a valid, legal and perfected security interest (with the priority contemplated by the applicable Security Document) upon the acquisition thereof.

(c) The Borrower will cause all cash owned by the Borrower and the Domestic Subsidiaries at any time, other than cash held in the ordinary course of business solely for the payment of salaries and wages, workers' compensation and similar expenses and other cash in an aggregate amount not to exceed $5,000,000 at any time, to be held in deposit accounts maintained in the name of one or more Loan Parties and will, in each case as promptly as practicable, notify the Agent of the existence of any deposit account maintained by a Loan Party in respect of which a Control Agreement is required to be in effect pursuant to clause (f) of the definition of the term "Collateral and Guarantee Requirement" but is not yet in effect.

(d) The Borrower will cause all securities owned by the Borrower and the Domestic Subsidiaries at any time, other than (i) Equity Interests in the Subsidiaries, (ii) securities beneficially owned by any customer and (iii) securities representing ownership interests in mutual funds, to be held in separate securities accounts maintained in the name of one or more Loan Parties and will, in each case as promptly as practicable, notify the Agent of the existence of any securities account maintained by a Loan Party in respect of which a Control Agreement is required to be in effect pursuant to clause (f) of the definition of the term "Collateral and Guarantee Requirement" but is not yet in effect.

SECTION 5.09. Additional Subsidiaries. If any Subsidiary is formed or acquired after the Restatement Effective Date, the Borrower will, within 10 Business Days after such Subsidiary is formed or acquired, notify the Agent thereof and within 15 Business Days (or, in the case of any Foreign Subsidiary, 30 Business Days) after such Subsidiary is formed or acquired (or, in each case, such longer period as may be agreed to by the Agent) cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by a Loan Party.

SECTION 5.10. Further Assurances. The Borrower will, and will cause each Subsidiary Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages and other documents), that may be required under any applicable law, or that the Agent may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied at all times or otherwise to effectuate the provisions of the Loan Documents, all at the expense of the Loan Parties. The Borrower will provide to the Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

ARTICLE VI

NEGATIVE COVENANTS

The Borrower covenants and agrees with each Lender that, until the Commitments have expired or been terminated and the principal of or interest on each Loan, all Fees or all other expenses or amounts payable under any Loan Document shall have been paid in full, unless the Required Lenders shall otherwise consent in writing:

SECTION 6.01. Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary (other than the Excluded Subsidiary) to incur, create or suffer to exist any Indebtedness, except:

(a) Indebtedness incurred to finance the acquisition, repair or improvement of any fixed or capital assets, including Capitalized Lease Obligations (and any Replacement Indebtedness in respect thereof); provided that (i) the principal amount of such Indebtedness shall not exceed the purchase price of such assets or the cost of such repair or improvement, (ii) such Indebtedness (and any Replacement Indebtedness in respect thereof) shall not be secured by any Lien on any assets other than the assets so acquired, repaired or improved and (iii) the aggregate principal

amount of such Indebtedness and such Replacement Indebtedness, when taken together with the aggregate principal amount of any Indebtedness incurred under clause (j) of this Section 6.01, shall not exceed $15,000,000 at any time outstanding;

(b) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; provided that (i) any such Indebtedness owing by any Loan Party shall be subordinated to the Obligations on terms no less favorable to the Lenders than those set forth in Exhibit G, (ii) any such Indebtedness owing to any Loan Party shall be evidenced by a promissory note, which may be a global note, and shall have been pledged pursuant to the Collateral Agreement and (iii) any such Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be incurred in compliance with Section 6.09(b);

(d) Attributable Debt in connection with any Sale-Leaseback Transaction permitted pursuant to Section 6.03;

(e) Indebtedness of a Person existing at the time such Person becomes a Subsidiary and any Replacement Indebtedness in respect thereof; provided that such Indebtedness was not created in contemplation of or in connection with such Person becoming a Subsidiary;

(f) Indebtedness existing on the Restatement Effective Date and set forth on Schedule 6.01 and any Replacement Indebtedness in respect thereof;

(g) Guarantees of Indebtedness permitted under clauses (a) through (d) of this Section 6.01; provided that such Guarantees comply with Section 6.09;

(h) Indebtedness owed in respect of netting services, overdraft protections and similar arrangements, in each case incurred in the ordinary course of business in connection with cash management and deposit accounts;

(i) Indebtedness incurred in the ordinary course of business and arising from agreements or arrangements providing for surety, stay and appeal bonds or as an account party in respect of letters of credit; provided that the aggregate amount of Indebtedness in respect of letters of credit incurred in reliance on this clause (i) shall not exceed $15,000,000 at any time outstanding; and

(j) other Indebtedness of any Subsidiary; provided that the aggregate principal amount of all Indebtedness incurred under this clause (j), when taken together with the aggregate principal amount of all Indebtedness incurred under clause (a) of this Section 6.01, shall not exceed $15,000,000 at any time outstanding.

SECTION 6.02. Liens. The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, create, incur or suffer to exist any Lien in or on its property (now or hereafter acquired), or on any income or revenues or rights in respect of any thereof, except:

(a) Liens created under the Loan Documents;

(b) Liens for Taxes on its property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings;

(c) Liens imposed by law, such as carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business that secure payment of obligations (other than Indebtedness) that are not more than 60 days past due or that are being contested in good faith by appropriate proceedings;

(d) Liens arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;

(e) Liens arising out of deposits to secure leases, trade contracts, statutory obligations, appeal bonds, performance bonds and other obligations of like nature, in each case arising in the ordinary course of business;

(f) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and that do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or the Subsidiaries;

(g) Liens existing on the Restatement Effective Date and described in Schedule 6.02, and Liens extending or replacing such Liens; provided that such Liens (including any such extension or replacement Liens) (i) secure only those obligations that they secured on the Restatement Effective Date and Replacement Indebtedness in respect thereof and (ii) extend only to the assets that they encumbered on the Closing Date;

(h) Liens on fixed or capital assets securing Indebtedness permitted under Section 6.01(a) incurred to finance the acquisition, repair or improvement of such assets (and any Replacement Indebtedness in respect thereof); provided that such Liens extend only to such assets;

(i) Liens deemed to exist in connection with Permitted B Share Transactions; provided that such Liens extend only to B Share Fees and not to any other assets of the Borrower and the Subsidiaries;

(j) Environmental Liens securing clean-up costs or fines, not in excess of $25,000,000 in aggregate principal amount, excluding Environmental Liens that are being contested in good faith by appropriate proceedings and the enforcement of which is stayed;

(k) banker's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions; provided that such deposit accounts or funds are not established or deposited for the purpose of providing collateral for any Indebtedness and are not subject to restrictions on access by the Borrower or any Subsidiary in excess of those required by applicable banking regulations;

(l) judgment Liens in respect of judgments that have not resulted in an Event of Default under clause (j) of Article VII;

(m) any Lien existing on any property before the acquisition thereof or existing on any property of any Person that becomes a Subsidiary after the Closing Date before the time such Person becomes a Subsidiary, and Liens extending or replacing such Liens; provided that (i) no such Lien is created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) no such Lien shall apply to any other property and (iii) no such Lien shall secure obligations other than the obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and Replacement Indebtedness in respect thereof;

(n) Liens on the Excluded Securities and the Excluded Securities Accounts; provided that (i) such Liens secure only obligations of the Borrower and the Subsidiaries in respect of the Specified Hedging Agreements and (ii) such Liens extend only to the Excluded Securities and the Excluded Securities Accounts; and

(o) other Liens securing Indebtedness or other obligations in an aggregate principal amount that, when taken together with the aggregate amount of all Attributable Debt in connection with Sale and Leaseback Transactions permitted under Section 6.03, does not exceed $10,000,000 at any time outstanding.

SECTION 6.03. Sale and Lease-Back Transactions. The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a " Sale and Leaseback Transaction "); provided that the Borrower or any Subsidiary may enter into any Sale and Leaseback Transaction if (a) at the time of such transaction no Default or Event of Default shall have occurred and be continuing, (b) the proceeds from the sale of the subject property shall be at least equal to its fair market value on the date of such sale and (c) the aggregate amount of all Attributable Debt in connection with all Sale and Leaseback Transactions of the Borrower and the Subsidiaries, when taken together with the aggregate principal amount of all Indebtedness or other obligations secured by Liens permitted under Section 6.02(o), does not exceed $10,000,000 at any time outstanding.

SECTION 6.04. Mergers, Consolidations and Transfers of Assets. The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of any of its assets (whether now owned or hereafter acquired), including any Equity Interests in any Subsidiary, and will not permit any wholly-owned Subsidiary to issue any additional Equity Interests in such Subsidiary (other than to the Borrower or any other Subsidiary); provided that:

(a) the Borrower and any Subsidiary may sell or license assets (including Intellectual Property) in the ordinary course of business;

(b) the Borrower may sell or transfer assets in connection with Permitted B Share True Sale Transactions;

(i) any wholly owned Domestic Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation;

(ii) any Subsidiary may merge into or consolidate with any other Subsidiary (other than the Excluded Subsidiary) in a transaction in which no Person other than the Borrower or a Subsidiary Loan Party receives any consideration and if (x) either of the merging or consolidating Subsidiaries is a Loan Party, the surviving or resulting Subsidiary is a Loan Party or (y) either of the merging or consolidating Subsidiaries is a wholly owned Subsidiary, the surviving or resulting Subsidiary is a wholly-owned Subsidiary;

(iii) the Borrower and the Subsidiaries may sell, transfer, lease, license or otherwise dispose of assets (other than (A) Equity Interests in INTECH or Perkins or (B) securities of Stanfield Victoria Funding LLC) the Net Proceeds of which do not exceed, when taken together with the Net Proceeds of all other assets sold, transferred, leased, licensed or otherwise disposed of on or after the Restatement Effective Date pursuant to this clause (iii), $25,000,000 in the aggregate;

(iv) subject to Section 5.01(c), the Borrower and the Subsidiaries may sell, transfer or otherwise dispose of Equity Interests in INTECH or Perkins; provided that, with respect to any such sale, transfer or other disposition, (x) the Borrower shall have delivered to the Agent a certificate signed by a Financial Officer of the Borrower setting forth the Applicable Percentage with respect thereto and a reasonably detailed calculation thereof and (y) the Borrower shall apply the Net Proceeds thereof to prepay Standby Loans (and other Indebtedness) as required pursuant to Section 2.12(d); and

(v) the Borrower and the Subsidiaries may sell, transfer or otherwise dispose of securities of Stanfield Victoria Funding LLC; provided that, with respect to any such sale, transfer or other disposition, the Borrower shall apply the Net Proceeds thereof to prepay Standby Loans as required pursuant to Section 2.12(d);

(d) the Borrower and the Subsidiaries may consummate any Sale and Leaseback Transaction permitted under Section 6.03; and

(e) the Borrower and the Subsidiaries may make any sale, transfer, lease or other disposition to the Borrower or any Subsidiary; provided that any such sale, transfer, lease or other disposition involving a Subsidiary that is not a Loan Party shall be made in compliance with Sections 6.05 and 6.09.

SECTION 6.05. Transactions with Affiliates. The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, sell or transfer any assets to, or purchase or acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates (other than the Borrower or any Subsidiary (other than the Excluded Subsidiary)), except that the Borrower or any Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions which, taken as a whole, are not less favorable to the Borrower or such Subsidiary than would prevail in an arm's-length transaction with unrelated third parties.

SECTION 6.06. Restrictive Agreements; Certain Other Agreements. (a) The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, enter into, incur or permit to exist any agreement or other arrangement that, directly or indirectly (through the application of financial covenants or otherwise), prohibits or restricts the ability of any Subsidiary to declare and pay dividends or other distributions with respect to its Equity Interests or to make or repay any loans or advances to the Borrower or to Guarantee Indebtedness of the Borrower; provided that the foregoing shall not apply to prohibitions or restrictions (i) imposed by applicable law or any Loan Document, (ii) contained in agreements relating to secured Indebtedness permitted hereunder, if such prohibitions or restrictions apply only to (A) assets other than cash securing such Indebtedness or (B) cash in an amount not greater than the principal amount of such Indebtedness that has been deposited in a collateral or similar account to cash collateralize such Indebtedness, or (iii) contained in agreements relating to the sale of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, if such prohibitions or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such sale is permitted hereunder.

(b) The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, enter into, incur or permit to exist any agreement (including any indenture or lease) or instrument containing any covenant restricting the incurrence of Indebtedness or governing the Borrower's and the Subsidiaries' financial condition if such covenant is either not comparable to any covenant in this Agreement or is more restrictive than the analogous covenant in this Agreement, unless the Borrower (i) has delivered a copy of such agreement or instrument to the Agent not less than 10 Business Days prior to executing the same and (ii) has entered into an amendment to this Agreement to add such covenant, mutatis mutandis, or to conform the analogous covenant in this Agreement to such more restrictive covenant.

SECTION 6.07. Certain Financial Covenants. The Borrower will not:

(a) permit the Leverage Ratio on any date to exceed 8.00:1.00;

(b) permit the Interest Coverage Ratio to be less than 2.00:1.00 for any period of four fiscal quarters ending after the Restatement Effective Date; and

SECTION 6.08. Margin Stock. The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, purchase or otherwise acquire Margin Stock if, after giving effect to any such purchase or acquisition, Margin Stock owned by the Borrower and the Subsidiaries would represent more than 25% of the assets of the Borrower and the Subsidiaries on a consolidated basis (valued in accordance with Regulation U); provided that, subject to Section 6.10, the Borrower may repurchase its capital stock pursuant to any stock buyback program approved by the Borrower's Board of Directors. For purposes of this Section 6.08, on any date of determination, Margin Stock and the total assets of the Borrower and the Subsidiaries will be valued in a manner determined by the Borrower in good faith and consistent with the requirements of Regulation U.

SECTION 6.09. Investments, Loans, Advances and Guarantees. The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, purchase, hold, acquire (including pursuant to any merger or consolidation with any Person that was not a Subsidiary prior thereto), make or otherwise permit to exist any Investment in or, in the case of clause (b) below, purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of:

(a) so long as the Borrower shall own any Equity Interests in Capital Group Partners, Capital Group Partners or any of its subsidiaries, except that the Borrower may (i) make regularly scheduled payments of interest and principal in respect of any Indebtedness of the Borrower that shall have been purchased or otherwise acquired by Capital Group Partners from third parties prior to the Closing Date and (ii) make Investments in Capital Group Partners in an aggregate principal amount not to exceed $5,000,000 during any fiscal year; or

(b) any other Person, except:

(i) Permitted Investments;

(ii) Investments in the Borrower or any Subsidiary (other than the Excluded Subsidiary); provided that (A) after the Restatement Effective Date, no Subsidiary shall acquire any Equity Interest in the Borrower, (B) such Subsidiary is a Subsidiary prior to the making of such Investments, (C) any Equity Interests held by a Loan Party in any Subsidiary shall be pledged pursuant to, and to the extent required by, the Collateral Agreement and (D) the aggregate amount of such Investments by Loan Parties in Subsidiaries that are not Loan Parties (excluding all such Investments existing on the Restatement Effective Date and set forth on Schedule 6.09) shall not exceed $15,000,000 at any time outstanding; provided further that (x) no Investment in any Subsidiary that is not a Loan Party may be made in reliance on this clause (ii) at any time that an Event of Default shall have occurred and be continuing and (y) notwithstanding the foregoing, the Borrower and the Subsidiaries shall be permitted to make accounting balance reconciliations through capital contributions, dividends and loan forgiveness, in each case in the ordinary course of business and consistent with past cash management practices;

(iii) Investments in seed financing for early-stage funds in an aggregate amount not to exceed $150,000,000 at any time outstanding;

(iv) Investments made solely with the Net Proceeds from the issuance, after the Restatement Effective Date, of common stock in the Borrower;

(v) Investments made as a result of the receipt of noncash consideration from a sale, transfer, lease or other disposition of any asset in compliance with Section 6.04;

(vi) Investments in the form of (A) the Specified Hedging Agreements; (B) Hedging Agreements entered into to (x) hedge or mitigate risks to which the Borrower or any

Subsidiary has actual exposure (other than in respect of Equity Interests in or Indebtedness of the Borrower or any Subsidiary) or (y) effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary; (C) any call/put spread Hedging Agreement entered into in connection with convertible Indebtedness of the Borrower; and (D) Hedging Agreements entered into in connection with the granting by the Borrower of long-term incentive awards under its "Mutual Fund Share Investment Plan", provided that such Hedging Agreements are entered into in a manner consistent with past practices;

(vii) compensation, travel, lodging, business expenses, attorney's expenses arising from indemnification and litigation obligations and similar advances to directors and employees of the Borrower or any Subsidiary to cover matters that are expected at the time of such advances to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(viii) the purchase or other acquisition by the Borrower or any Subsidiary of Equity Interests in, or all or substantially all the assets of, any Person; provided that (i) with respect to each such purchase or other acquisition, all actions required to be taken to satisfy the requirements set forth in the term "Collateral and Guarantee Requirement" shall have been taken (or arrangements for the taking of such actions satisfactory to the Agent shall have been made) and (ii) the aggregate consideration paid therefor, together with the aggregate consideration paid for any other such purchase or acquisition consummated after the Restatement Effective Date in reliance on this clause (viii) (including, in each case, Indebtedness assumed in connection therewith) shall not exceed $15,000,000;

(ix) (A) purchases of Equity Interests in INTECH and/or Perkins, in each case in amounts and at prices required pursuant to (x) operating agreements or similar governing documents of INTECH or Perkins, as the case may be, in each case as such requirements are in effect on the Restatement Effective Date, (y) employment agreements with officers of INTECH or Perkins, as the case may be, and (z) any share liquidity or withholding program for employees or officers of INTECH or Perkins, as the case may be, and (B) after October 1, 2009, other purchases of Equity Interests in INTECH and/or Perkins so long as, after giving effect thereto, (x) the Leverage Ratio, determined as of the end of the fiscal quarter of the Borrower most recently then ended prior to the date of the consummation thereof and for which financial statements shall have been delivered pursuant to Section 5.04(a) or 5.04(b), but giving effect on a pro forma basis to any Indebtedness incurred in connection with such purchase, shall be less than 4.50:1.00, (y) no Loans shall be outstanding and (z) no Default shall have occurred and be continuing;

(x) Investments in Janus Capital International Limited made for the sole purpose of enabling Janus Capital International Limited to meet the minimum capital maintenance requirements applicable to Janus Capital International Limited under the rules and regulations of the FSA (and maintain regulatory capital in excess thereof in an amount not to exceed 50% of such minimum regulatory capital); provided that the aggregate amount of such Investments outstanding at any time shall not exceed the sum of (A) the JCIL Distribution Amount as of such time and (B) £10,000,000; and

(xi) Investments of customer cash and customer securities.

SECTION 6.10. Restricted Payments; Certain Payments of Indebtedness. (a) The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(i) any Subsidiary may declare and pay dividends or make other Restricted Payments with respect to its capital stock, partnership or membership interests or other similar Equity Interests, ratably to the holders of such Equity Interests;

(ii) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may declare and pay dividends or make other distributions (A) with respect to its common stock (x) in an amount not exceeding $0.04 per share during any fiscal year (subject to appropriate adjustment for stock splits, stock dividends, share combinations and similar transactions) or (y) payable in additional Equity Interests (other than Disqualified Stock) or (B) with respect to its preferred Equity Interests payable in cash or in additional Equity Interests (other than Disqualified Stock);

(iii) in addition to the transactions permitted under Section 6.09(b)(ix) and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower and the Subsidiaries may make (A) Restricted Payments to current or former directors, officers, employees or consultants of the Borrower and the Subsidiaries pursuant to and in accordance with stock option plans or other benefit plans or agreements of the Borrower or any Subsidiary (the " Company Plans "), including in connection with the death or disability of any such person, provided that the aggregate amount of such payments made in the form of cash since the Restatement Effective Date shall not exceed $10,000,000 in the aggregate; or (B) Restricted Payments in the form of an exchange of outstanding stock options for new stock options pursuant to and in accordance with the Company Plans;

(iv) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower;

(v) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower and the Subsidiaries may make accounting balance reconciliations among themselves through capital contributions, dividends and loan forgiveness, in each case in the ordinary course of business and consistent with past cash management practices;

(vi) Restricted Payments in the form of any payment by the Borrower, or any Subsidiary, as the case may be, on account of (A) any purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in INTECH and/or Perkins, in each case in amounts and at prices required pursuant to (x) operating agreements or similar governing documents of INTECH or Perkins, as the case may be, in each case as such requirements are in effect on the Restatement Effective Date, (y) employment agreements with officers of INTECH or Perkins, as the case may be, and (z) any share liquidity or withholding program for employees or officers of INTECH or Perkins, as the case may be, and (B) after October 1, 2009, any other purchase, redemption, retirement, acquisition, cancellation or termination of Equity Interests in INTECH and/or Perkins, so long as, after giving effect thereto, (x) the Leverage Ratio, determined as of the end of the fiscal quarter of the Borrower most recently then ended prior to the date of the consummation thereof and for which financial statements shall have been delivered pursuant to Section 5.04(a) or 5.04(b), but giving effect on a pro forma basis to any Indebtedness incurred in connection with such purchase, redemption, retirement, acquisiton, cancelation or termination shall be less than 4.50:1.00, (y) no Loans shall be outstanding and (z) no Default shall have occurred and be continuing; and

(vii) the Borrower may repurchase its preferred Equity Interests; provided that (A) at the time thereof, and after giving effect thereto, no Default shall have occurred and be continuing and no Loans shall be outstanding and (B) the Leverage Ratio, determined, as of the end of the fiscal quarter of the Borrower most recently then ended prior thereto for which financial statements shall have been delivered pursuant to Section 5.04(a) or 5.04(b), on a pro forma basis to give effect to such repurchase and the incurrence of any Indebtedness in connection therewith, shall not exceed 3.50:1.00.

(b) The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, pay or make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Indebtedness, except:

(i) payments of or in respect of Indebtedness created under the Loan Documents;

(ii) payments of regularly scheduled interest and regularly scheduled, or so long as no Loans are outstanding, mandatory principal payments, in each case as and when due in respect of any Indebtedness;

(iii) the refinancing or replacement of Indebtedness with Replacement Indebtedness to the extent permitted by Section 6.01;

(iv) payments of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of assets securing such Indebtedness in transactions permitted hereunder;

(v) payments of Indebtedness required to be made pursuant to Section 6.04(c)(iv);

(vi) payments of Indebtedness of any Loan Party to any other Loan Party;

(vii) payments of, or in respect of, Indebtedness made solely with Equity Interests (other than Disqualified Stock);

(viii) subject to Section 2.12(d), payments of Indebtedness made solely with the Net Proceeds from the issuance, after the Restatement Effective Date, of common or preferred stock in the Borrower; and

(ix) other payments of Indebtedness; provided that at the time each such payment is made, no Default shall have occurred and be continuing, or would result therefrom and (B) immediately prior to, and after giving effect to each such payment, no Loans shall be outstanding.

SECTION 6.11. Limitations on Conduct of Business. Without limiting Section 5.01(a), the Borrower will not permit any Subsidiary existing on the Restatement Effective Date that is not a Subsidiary Loan Party to engage in any business or line of business or conduct any business activities materially different from the business, line of business or business activities conducted by such Subsidiary on the Restatement Effective Date.

SECTION 6.12. Concerning Janus Capital International Limited. (a) In the event that the aggregate amount of the regulatory capital of Janus Capital International Limited as of the end of any quarter, determined under the rules and regulations of the FSA, exceeds an amount equal to 150% of the minimum amount of the regulatory capital required to be maintained by Janus Capital International Limited as of the end of such quarter pursuant to such rules and regulations, the Borrower will cause Janus Capital International Limited to make, within 60 days following the end of such quarter and to the extent the making thereof is not prohibited by applicable law or regulation, a

dividend, distribution or other Restricted Payment in cash to Janus International Holding LLC in an amount approximately equal to the amount of such excess.

(b) Notwithstanding anything to the contrary in Section 6.04 or 6.09(b), at all times on and after the Restatement Effective Date the Borrower shall cause Janus Capital International Limited to be a wholly-owned subsidiary of Janus International Holding LLC.

ARTICLE VII

EVENTS OF DEFAULT

In case of the occurrence of any of the following events (" Events of Default "):

(a) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary to the Lenders or the Agent, or any report, certificate or other information furnished by the Borrower or any Subsidiary to the Lenders or the Agent, in each case under or in connection with any Loan Document, shall be incorrect in any material respect on the date as of which made or furnished;

(b) nonpayment by the Borrower of principal of any Loan when due;

(c) nonpayment by the Borrower of interest upon any Loan or of any Fee or other Obligations (other than an amount referred to in clause (b) above) under any of the Loan Documents within five Business Days after the same becomes due;

(d) the breach by the Borrower of any of the terms or provisions of Section 5.07 or Article VI; provided that, solely in the case of Section 6.07(c), such breach shall continue unremedied for a period of 10 days;

(e) the breach by the Borrower or any other Loan Party (other than a breach which constitutes an Event of Default under clause (a), (b), (c) or (d) above) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 30 days after written notice from the Agent or any Lender;

(f) the failure of the Borrower or any Subsidiary (other than the Excluded Subsidiary) to pay any Material Indebtedness; or the occurrence of any default or any change in control or similar event that under the terms of any agreement or instrument governing any Material Indebtedness shall cause, or permit the holder or holders of such Indebtedness or a trustee or other representative acting on their behalf or, in the case of any Hedging Agreement, the applicable counterparty, to cause, such Material Indebtedness to become due prior to its stated maturity, or to require the prepayment, redemption, repurchase or defeasance thereof prior to its stated maturity or, in the case of any Hedging Agreement, to cause the termination thereof; provided that this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness;

(g) the Borrower or any Subsidiary shall (i) have an order for relief entered with respect to it under the Federal Bankruptcy Code, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make a general assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property, (v) institute any proceeding seeking an order for relief under the Federal Bankruptcy Code or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action to

authorize or effect any of the foregoing actions set forth in this clause (g) or (vii) fail to contest in good faith any appointment or proceeding described in the following clause (h);

(h) without the application, approval or consent of the Borrower or any Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Subsidiary or any substantial part of its property, or a proceeding described in subclause (v) of the preceding clause (g) shall be instituted against the Borrower or any Subsidiary and such appointment shall continue undischarged or such proceeding shall continue undismissed or unstayed, in each case, for a period of 60 consecutive days;

(i) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of all of the property of the Borrower or any Subsidiary or an amount of such property or assets having depreciated book values (determined in accordance with GAAP) that in the aggregate for all properties and assets so appropriated or taken during the term of this Agreement exceed 7.5% of Consolidated Total Assets on any date of determination;

(j) the Borrower or any Subsidiary shall fail within 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $25,000,000 (or its equivalent in any other currency) that is not stayed on appeal or otherwise being appropriately contested in good faith; provided that any such judgment or order shall not give rise to an Event of Default under this clause (j) if and so long as (i) the amount of such judgment or order which remains unsatisfied is covered by a valid and binding policy of insurance between the Borrower or such Subsidiary and a financially responsible insurer covering full payment of such unsatisfied amount and (ii) such insurer has acknowledged coverage of the amount of such judgment or order;

(k) the Unfunded Liabilities of all Plans shall exceed in the aggregate $25,000,000, or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to result in liability of the Borrower or any member of the Controlled Group in an aggregate amount exceeding $25,0000,000 or any Withdrawal Liability in excess of $25,000,000 shall be incurred with respect to any Multiemployer Plan or the Borrower or any member of the Controlled Group has received any notice concerning the imposition of Withdrawal Liability in excess of $25,000,000 or a determination that a Multiemployer Plan with respect to which the potential Withdrawal Liability of the Borrower or any member of the Controlled Group would exceed $25,000,000 is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, or in endangered or critical status, within the meaning of Section 305 of ERISA or Section 432 of the Code;

(l) a Change in Control shall have occurred;

(m) any Loan Document shall cease at any time to be valid, enforceable or in full force and effect, except in accordance with the terms thereof, or the Borrower or any Subsidiary shall so assert in writing;

(n) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material Collateral, with the priority required by the applicable Security Document, except as a result of a sale or transfer of the applicable Collateral in a transaction permitted under the Loan Documents; or

(o) any Guarantee purported to be created under any Loan Document shall cease to be, or shall be asserted by any Loan Party not to be, in full force and effect, except upon the consummation of any transaction permitted under this Agreement as a result of which the Subsidiary Loan Party providing such Guarantee ceases to be a Subsidiary or upon the termination of such Loan Document in accordance with its terms;

then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) above), and at any time thereafter during the continuance of such event, the Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower described in clause (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

ARTICLE VIII

THE AGENT

Each of the Lenders and the Syndication Agent hereby irrevocably appoints the entity named as Agent in the heading of this Agreement to serve as administrative and collateral agent under the Loan Documents, and authorizes the Agent to take such actions and to exercise such powers as are delegated to the Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Lenders and the Syndication Agent hereby authorize the Agent, and the Agent hereby agrees, to hold any Collateral pledged under any Foreign Pledge Agreement governed by the laws of England or Wales in trust for the benefit of the Secured Parties. The provisions of this Article are solely for the benefit of the Lenders, and none of the Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any such provisions.

The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Lenders.

The Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in the Loan Documents), provided that the Agent shall not be required to take any action that, in its opinion, could expose the Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith to be necessary, under the

circumstances as provided in Section 9.08) or in the absence of its own gross negligence or wilful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Agent.

The Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (including, if applicable, a Financial Officer of such Person). The Agent also may rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer or a Responsible Officer of such Person). The Agent may consult, including in connection with any determination by the Agent pursuant to its authority set forth in the definition of the term "Collateral and Guarantee Requirement", with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any determination made or action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any of and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article VIII shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by notifying the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, after consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After the Agent's resignation hereunder and under the other Loan Documents, the provisions of this Article VIII and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Agent, the arrangers or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and

decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent, the arrangers or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Each Lender, by delivering its signature page to the Amendment Agreement or delivering its signature page to an Assignment and Assumption pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Agent or the Lenders on the Restatement Effective Date.

Each Lender agrees (a) to reimburse the Agent, on demand, in the amount of its pro rata share (based on its Commitment hereunder or, if the Total Commitment shall be terminated, the percentage it holds of the aggregate outstanding principal amount of the Loans) of any expenses incurred for the benefit of the Lenders by the Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless the Agent and any of its Related Parties, on demand, in the amount of such pro rata share, from and against any and all claims for liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrower; provided that no Lender shall be liable to the Agent or any of its Related Parties for any portion of such claim for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that such claim is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of the Agent or any of its Related Parties. The obligations of the Lenders under this Article VIII shall survive the payment of all amounts due under any Loan Document and the termination of this Agreement.

No Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any security interest in the Collateral or Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the foregoing provisions.

Notwithstanding anything herein to the contrary, no Person named on the cover page of this Agreement as an Arranger or Syndication Agent shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable, as a Lender), but all such Persons shall have the benefit of the indemnities provided for hereunder.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Notices. Except as otherwise specifically provided for in this Agreement (including, without limitation, in Sections 5.04 and 9.17), notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed or sent by facsimile transmission as follows:

(a) if to the Borrower, to it at 151 Detroit Street, Denver, CO 80206 Attention of Senior Vice President and Treasurer (Fax No. (303) 316-5651); with a copy to General Counsel (Fax No. (303) 316-5728);

(b) if to the Agent, to it at Citigroup Global Loans, 1615 Brett Road, OPS 3, New Castle, DE 19720, Attention of Mark Rosenthal (Fax No. (212) 994-0961); and

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by facsimile, or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section or in accordance with the latest unrevoked direction from such party given in accordance with this Section; provided that, unless otherwise specifically provided in Article II, all notices given under Article II shall be delivered by hand or overnight courier service or sent by facsimile.

SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the making by the Lenders of the Loans, regardless of any investigation made by or on behalf of the Agent or the Lenders, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid and so long as the Commitments have not been terminated.

SECTION 9.03. Effectiveness. This Agreement shall become effective as provided in the Amendment Agreement. Delivery of an executed signature page of any Loan Document by facsimile transmission or electronic transmission (PDF) shall be effective as delivery of a manually executed counterpart thereof.

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, participants (to the extent provided in paragraph (e) of this Section 9.04), the Arrangers, the Syndication Agent and the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Standby Loans at the time owing to it); provided , however , that (i) each such assignment shall be to an Eligible Assignee, (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement, (iii) except in the case of an assignment of the entire remaining amount of the Commitment or Loans (subject to, in the case of Competitive Loans, the final sentence of this paragraph) the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent) shall not be less than $10,000,000 and shall be an integral multiple of $1,000,000, (iv) the parties to each such assignment shall execute and deliver to the Agent an Assignment and Assumption and the Lenders party to such Assignment and Assumption shall pay to the Agent a processing and recordation fee of $3,500 (except that no recordation fee shall be required if the assignee is an Affiliate of the assignor) and (v) the assignee, if it shall not be a Lender, shall deliver to the Agent an Administrative Questionnaire. Upon acceptance and recording pursuant to paragraph (e) of this Section, from and after the effective date specified in each Assignment and Assumption, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto (but shall continue to be entitled to the benefits of Sections 2.13, 2.15, 2.19 and 9.05, as well as to any Fees accrued for its account hereunder and not yet paid)). Notwithstanding the foregoing, any Lender assigning its rights and obligations under this Agreement may retain any Competitive Loans made by it outstanding at such time, and in such case shall retain its rights hereunder in respect of any Loans so retained until such Loans have been repaid in full in accordance with this Agreement.

(c) The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the " Register "). The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above and, if required, the written consent of the Borrower and the Agent to such assignment, the Agent shall (i) accept such Assignment and Assumption and (ii) record the information contained therein in the Register.

(e) (i) Each Lender may, without the consent of the Borrower or the Agent, sell to any Person (other than the Borrower) that shall have represented to such Lender that such Person is not (A) an Affiliate of the Borrower or (B) an investment manager, any investment company or any similar entity that, in each case, is managed or advised by the Borrower or an Affiliate of the Borrower, participations in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (x) such

Lender's obligations under this Agreement shall remain unchanged, (y) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (z) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrower relating to the Loans and to approve any amendment, modification or waiver of any provision of this Agreement; provided however that the agreement or instrument pursuant to which such Lender sells a participation may provide that such Lender will not, without the consent of the participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.08(b) or in Section 9.08A. A participant shall be entitled to the benefit of the cost protection provisions contained in Sections 2.13, 2.15 and 2.19 to the same extent as it were a Lender; provided , however , that a participant shall not be entitled to receive any more than the selling Lender would have received had it not sold the participation.

(ii) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a record of each participant and the principal amounts (and stated interest) of each participant's interest in the Loans or other obligations under this Agreement (the " Participant Register "). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement.

(f) Notwithstanding anything to the contrary contained herein, any Lender (a " Granting Lender ") may grant to a special purpose funding vehicle (an " SPC ") of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof, (iii) such Granting Lender's other obligations under this Agreement shall remain unchanged, (iv) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (v) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under this Agreement. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the related Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section or in Section 9.16, any SPC may (i) with notice to, but without the prior written consent of, the Borrower or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (ii) disclose on a confidential basis, to the extent such disclosure would be permitted under Section 9.16 if such SPC were a Lender, any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC.

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and invoiced out-of-pocket expenses incurred by the Agent and its Affiliates in connection with the arrangement and syndication of the credit facility established hereby, the preparation of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated and except for such costs and expenses incurred after the termination of this Agreement), or incurred by the Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, the other Loan Documents or the Loans made hereunder, including the reasonable and invoiced fees, charges and disbursements of Cravath, Swaine & Moore LLP and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Agent or any Lender (it being agreed that, except in connection with any such enforcement or protection, the Borrower shall be responsible for the fees, charges and disbursements of only one counsel unless, in the judgment of the Agent, additional counsel shall be required as a result of any conflict of interests). The Borrower further agrees that it shall indemnify the Lenders from and hold them harmless against any documentary Taxes that arise from or are connected to the execution and delivery of this Agreement or any of the other Loan Documents.

(b) The Borrower agrees to indemnify the Agent (and any sub-agent thereof), each Lender, the Arrangers, the Syndication Agent, and each Related Party of any of the foregoing (each such Person being called an " Indemnitee ") against, and to hold each Indemnitee harmless from, any and all claims, liabilities and expenses (including reasonable and invoiced counsel fees, charges and disbursements of one counsel selected by the Agent for all the Indemnitees, such local counsel as the Agent may in good faith deem advisable and, in the event the Agent shall have determined that a conflict of interest makes it inadvisable for a single counsel to represent all the Indemnitees, such additional counsel as may be required by reason of such conflict), incurred by or asserted against any Indemnitee arising out of or in connection with (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim (whether brought by a Lender or any other Person), damage, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or wilful misconduct of such Indemnitee or (y) the material breach of such Indemnitee's obligations under this Agreement or any other Loan Document or any agreement or instrument contemplated thereby. Each of the parties hereto also agrees not to assert any claim for special, indirect, consequential or punitive damages against any Loan Party, the Agent, any Arranger, the Syndication Agent, any Lender or any Related Party of any of the foregoing on any theory of liability, arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of proceeds of the Loans.

(c) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

SECTION 9.06. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement and other Loan Documents owed to by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of each Lender and each Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender and such Affiliate may have.

SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided , however , that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or decrease or extend the date for payment of the Facility Fees or Utilization Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the provisions of Section 2.16, the provisions of this Section or the definition of "Required Lenders" without the prior written consent of each Lender or (iv) release Janus Capital Management LLC from the LLC Guarantee, or limit its liability in respect of the LLC Guarantee, in any case without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent or the Swingline Lender hereunder without the prior written consent of the Agent or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Agent if (A) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (B) at the time such amendment becomes effective, each

Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement; provided that the Borrower may prevent any such amendment from becoming effective by a notice delivered to the Agent at any time prior to such effectiveness, in which case the Commitments of the non-consenting Lenders will not terminate and their Loans will not be required to be repaid. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any Person subsequently acquiring a Loan from it.

SECTION 9.08A. Certain Amendments. (a) Notwithstanding any other provision contained herein, (i) all references in Section 9.08(b) to the Facility Fees and the Utilization Fees will be deemed to be references to the Commitment Fees (it being understood that the aggregate amount of the fees and interest payable to the Lenders hereunder will under all circumstances be greater than under the Existing Credit Agreement) and (ii) all references in Section 9.08(b) to the Swingline Lender shall be disregarded. No agreement referred to in Section 9.08 shall (A) release the Borrower or any other material Loan Party from its Guarantee under the Collateral Agreement (except as expressly provided herein or in the Collateral Agreement), or limit its liability in respect of such Guarantee, without the prior written consent of each Lender or (B) release all or substantially all of the Collateral from the Liens of the Security Documents, without the prior written consent of each Lender.

(b) Subject to Section 9.08 and paragraph (a) of this Section 9.08A, neither any Loan Document (other than this Agreement or the Fee Letter) nor any provision thereof may be amended or modified except pursuant to an agreement or agreements in writing entered into by the Agent and the Loan Party or Loan Parties that are party thereto, in each case with the consent of the Required Lenders.

SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges which are treated as interest under applicable law (collectively the " Charges "), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum lawful rate (the " Maximum Rate ") which may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable on the Loans made by such Lender, together with all Charges payable to such Lender, shall be limited to the Maximum Rate.

SECTION 9.10. Entire Agreement. This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS

APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.12. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 9.13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract.

SECTION 9.14. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any other party or its properties in the courts of any jurisdiction.

(b) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.16. Confidentiality; Material Non-Public Information. (a) Each Lender agrees to keep confidential and not to disclose (and to cause its officers, directors, employees, agents, Affiliates and representatives to keep confidential and not to disclose) all Information (as defined below), except that such Lender shall be permitted to disclose Information (i) to such of its officers, directors, employees, advisors, agents, Affiliates and representatives as need to know such Information in connection with the servicing and protection of its interests in respect of its Loans and Commitments, the Loan Documents and the Transactions; (ii) to the extent required by applicable laws and regulations or by any subpoena or similar legal process or requested by any Governmental Authority having or claiming to have jurisdiction over such Lender; (iii) to any other party to this Agreement for purposes directly related to this Agreement or any other Loan Document; (iv) in connection with any suit or proceeding relating to this Agreement or any other Loan Document; (v) subject to an

agreement containing confidentiality undertakings substantially similar to those of this Section, to (A) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its Related Parties) to any swap or derivative transaction relating to the Borrower or any Subsidiary and its obligations; (vi) to the extent such Information (A) becomes publicly available other than as a result of a breach by such Lender of this Agreement, (B) is generated by such Lender or becomes available to such Lender on a nonconfidential basis from a source other than the Borrower or its Affiliates or the Agent, or (C) was available to such Lender on a nonconfidential basis prior to its disclosure to such Lender by the Borrower or its Affiliates or the Agent; or (vii) to the extent the Borrower shall have consented to such disclosure in writing. As used in this Section, " Information " shall mean the Confidential Memorandum and any other confidential materials, documents and information relating to the Borrower that the Borrower or any of its Affiliates may have furnished or made available or may hereafter furnish or make available to the Agent or any Lender in connection with this Agreement.

(b) Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non-public information concerning the Borrower and its Affiliates or the Borrower's securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.

(c) All information, including requests for waivers and amendments, furnished by any Borrower or the Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Borrower and its Affiliates or the Borrower's securities. Accordingly, each Lender represents to the Borrower and the Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.

(d) Each Transferee shall be deemed, by accepting any assignment or participation hereunder, to have agreed to be bound by this Section.

SECTION 9.17. Electronic Communications. (a) The Borrower hereby agrees that, unless otherwise requested by the Agent, it will provide to the Agent all information, documents and other materials that it is obligated to furnish to the Agent pursuant to Section 5.04(a), (b), (c), (f), (g), (h), (i), (k) and (l) (the " Communications ") by transmitting the Communications in an electronic/soft medium (provided such Communications contain any required signatures) in a format reasonably acceptable to the Agent to oploanswebadmin@citigroup.com (or such other e-mail address as shall be designated by the Agent from time to time); provided that any delay or failure to comply with the requirements of this Section 9.17(a) shall not constitute a Default or an Event of Default hereunder.

(b) Each party hereto agrees that the Agent may make the Communications available to the Lenders by posting the Communications on IntraLinks or another relevant website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent) (the " Platform "). Nothing in this Section shall prejudice the right of the Agent to make the Communications available to the Lenders in any other manner specified in the Loan Documents.

(c) Each Lender agrees that e-mail notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in the next paragraph) specifying that Communications have been posted to the Platform shall constitute effective delivery of such Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Agent in writing (including by electronic communication) from time to time to ensure that the Agent has on record an effective e-mail address for such Lender to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address.

(d) Each party hereto agrees that any electronic communication referred to in this Section shall be deemed delivered upon the posting of a record of such communication (properly addressed to such party at the e-mail address provided to the Agent) as "sent" in the e-mail system of the sending party or, in the case of any such communication to the Agent or any Lender, upon the posting of a record of such communication as "received" in the e-mail system of the Agent or any Lender; provided that if such communication is not so received by the Agent or a Lender during the normal business hours of the Agent or applicable Lender, such communication shall be deemed delivered at the opening of business on the next Business Day for the Agent or applicable Lender.

(e) Each party hereto acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Communications and the Platform are provided "as is" and "as available," (iii) none of the Agent, its Affiliates or any of its Related Parties (collectively, the " Citigroup Parties ") warrants the adequacy of the Platform or the accuracy or completeness of the Communications or the Platform, and each Citigroup Party expressly disclaims liability for errors or omissions in any Communications or the Platform, and (iv) no warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Citigroup Party in connection with any Communications or the Platform.

SECTION 9.18. Patriot Act. Each Lender that is subject to Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the " Patriot Act ") hereby notifies the Borrower that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

SECTION 9.19. No Fiduciary Relationship. The Borrower, on behalf of itself and the Subsidiaries, agrees that in connection with all aspects of the Transactions and any communications in connection therewith, the Borrower, the Subsidiaries and their Affiliates, on the one hand, and the Agent, the Lenders and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agent, any Lender or any of their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.

SECTION 9.20. Release of Liens and Guarantees. A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.08A, the security interests in such Collateral created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Agent shall execute and deliver to any Loan Party, at such Loan Party's expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Agent.

IN WITNESS WHEREOF, the Borrower, the Administrative Agent and the Lenders have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


JANUS CAPITAL GROUP INC.
By:	/s/ Gregory A. Frost
	Name:	Gregory A. Frost
	Title:	EVP and Chief Financial Officer
CITIBANK, N.A., as Administrative Agent and as a Lender
By:	/s/ Dane Graham
	Name:	Dane Graham
	Title:	Vice President
JPMORGAN CHASE BANK, N.A., as Syndication Agent for the Lenders
By:	/s/ Sergey Sherman
	Name:	Sergey Sherman
	Title:	Vice President

EXHIBIT A-1

[FORM OF] COMPETITIVE BID REQUEST

Citibank, N.A., as Agent
for the Lenders referred to below
1615 Brett Rd
OPS 3
New Castle, Delaware 19720
Attention: [ ]

[Date]

Re: Janus Five-Year Competitive Advance and Revolving Credit Facility Agreement

Dear Sir or Madam:

The undersigned, Janus Capital Group Inc., a Delaware corporation (the " Borrower "), refers to the Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of October 19, 2005, as amended and restated as of June 1, 2007, as further amended and restated as of June [ • ], 2009 (as it may be amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among the Borrower, the Lenders from time to time party thereto, Citibank, N.A., as Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Borrower hereby gives you notice pursuant to Section 2.03(a) of the Credit Agreement that it requests a Competitive Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Competitive Borrowing is requested to be made:


(A) Date of Competitive Borrowing (which shall be a Business Day)
(B) Principal Amount of Competitive Borrowing(1)
(C) Type of Competitive Borrowing(2)
(D) Interest Period and the last day thereof(3)

(1): Not less than $10,000,000 (and in integral multiples $1,000,000); provided that after giving effect to the requested Competitive Borrowing, the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of all Competitive Loans outstanding at the time cannot exceed the lesser of (a) the Total Commitment then available and (b) the Maximum Availability at the time.
(2): Eurodollar Competitive Loan or Fixed Rate Borrowing.
(3): Which shall be subject to the definition of "Interest Period" and end not later than the Maturity Date.

Upon acceptance of any or all of the Competitive Loans offered by the Lenders in response to this request, the Borrower shall be deemed to have represented and warranted that the conditions specified in Sections 4.02(b), (c) and (d) of the Credit Agreement have been satisfied.

EXHIBIT A-2

[FORM OF] NOTICE OF COMPETITIVE BID REQUEST

[Name of Bank]
[Address]

Attention:

[Date]

Re: Janus Five-Year Competitive Advance and Revolving Credit Facility Agreement

Dear Sir or Madam:

Reference is made to the Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of October 19, 2005, as amended and restated as of June 1, 2007, as further amended and restated as of June [ • ], 2009 (as it may be amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Janus Capital Group Inc., a Delaware corporation (the " Borrower "), the Lenders from time to time party thereto, Citibank, N.A., as Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Borrower made a Competitive Bid Request on , 20 , pursuant to Section 2.03(a) of the Credit Agreement, and in that connection you are invited to submit a Competitive Bid by [Date]/[Time].(1) Your Competitive Bid must comply with Section 2.03(b) of the Credit Agreement and the terms set forth below on which the Competitive Bid Request was made:


(A) Date of Competitive Borrowing
(B) Principal amount of Competitive Borrowing
(C) Type of Competitive Borrowing
(D) Interest Period and the last day thereof

(1): The Competitive Bid must be received by the Agent (by hand deliver or fax) (a) in the case of Eurodollar Competitive Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the requested Competitive Borrowing, and (b) in the case of Fixed Rate Borrowing, not later than 12:00 noon, New York City time, on the day of the requested Competitive Borrowing.

EXHIBIT A-3

[FORM OF] COMPETITIVE BID

Citibank, N.A., as Agent
for the Lenders referred to below
1615 Brett Rd
OPS 3
New Castle, Delaware 19720
Attention: [ ]

[Date]

Re: Janus Five-Year Competitive Advance and Revolving Credit Facility Agreement

Dear Sir or Madam:

The undersigned, [Name of Lender], refers to the Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of October 19, 2005, as amended and restated as of June 1, 2007, as further amended and restated as of June [ • ], 2009 (as it may be amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Janus Capital Group Inc., a Delaware corporation (the " Borrower "), the Lenders from time to time party thereto, Citibank, N.A., as Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned hereby makes a Competitive Bid pursuant to Section 2.03(b) of the Credit Agreement, in response to the Competitive Bid Request made by the Borrower on , 20 , and in that connection sets forth below the terms on which such Competitive Bid is made:


(A) Principal Amount(1)

(B) Competitive Bid Rate(2)

(C) Interest Period and last day thereof

(1): Not less than $10,000,000 or greater than the requested Competitive Borrowing and in integral multiples of $1,000,000. Multiple bids will be accepted by the Agent.
(2): LIBO Rate + or-%, in the case of Eurodollar Competitive Loans, or %, in the case of Fixed Rate Loans.

The undersigned hereby confirms that it is prepared, subject to the conditions set forth in the Credit Agreement, to extend credit to the Borrower upon acceptance by the Borrower of this Competitive Bid in accordance with Section 2.03(d) of the Credit Agreement.

EXHIBIT A-4

[FORM OF] COMPETITIVE BID ACCEPT/REJECT LETTER

[Date]


Citibank, N.A., as Agent for the Lenders referred to below
1615 Brett Rd
OPS 3
New Castle, Delaware 19720
Attention: [ ]

Re: Janus Five-Year Competitive Advance and Revolving Credit Facility Agreement

Dear Sir or Madam:

In accordance with Section 2.03(c) of the Credit Agreement, the Borrower has received a summary of Competitive Bids in connection with the Competitive Bid Request dated and, in accordance with Section 2.03(d) of the Credit Agreement, the Borrower hereby accepts the following Competitive Bids for maturity on [date]:

Principal Amount		Fixed Rate/Margin		Lender

$		[%]/[+/-. %]
$

The Borrower hereby rejects the following Competitive Bids:

Principal Amount		Fixed Rate/Margin		Lender

$		[%]/[+/-. %]
$

EXHIBIT A-5

[FORM OF] STANDBY BORROWING REQUEST


Citibank, N.A., as Agent
for the Lenders referred to below
1615 Brett Rd
OPS 3
New Castle, Delaware 19720
Attention: [ ]

[Date]

Re: Janus Five-Year Competitive Advance and Revolving Credit Facility Agreement

Dear Sir or Madam:

The Borrower hereby gives notice pursuant to Section 2.04 of the Credit Agreement that it requests a Standby Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Standby Borrowing is requested to be made:


(A) Date of Standby Borrowing (which is a Business Day)

(B) Principal Amount of Standby Borrowing(1)

(C) Type of Standby Borrowing(2)

(D) Interest Period and the last day thereof(3)

(1): Subject to Section 2.01, in the case of a Eurodollar Standby Borrowing, not less than $5,000,000 (and in integral multiples of $1,000,000), and in the case of an ABR Borrowing, not less than $1,000,000 (and in integral multiples of $1,000,000); provided that an ABR Borrowing may be in an aggregate principal amount that is equal to the entire unused balance of the Total Commitment.
(2): Eurodollar Standby Borrowing or ABR Borrowing.
(3): Which shall be subject to the definition of "Interest Period" and end not later than the Maturity Date.

On the date of the making of the requested Standby Borrowing, the Maximum Availability is .

On the date of the making of the requested Standby Borrowing, the Borrower shall be deemed to have represented and warranted that the conditions specified in Sections 4.02(b), (c) and (d) of the Credit Agreement have been satisfied.

EXHIBIT B

[FORM OF] ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this " Assignment and Assumption ") is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of October 19, 2005, as amended and restated as of June 1, 2007, as further amended and restated as of June [ • ], 2009 (as it may be amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among the Borrower, the Lenders party thereto, Citibank, N.A., as Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent, receipt of a copy of which is hereby acknowledged by the Assignee. Terms defined in the Credit Agreement are used herein with the same meanings. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below, (a) all the Assignor's rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such Assignor's outstanding rights and obligations under the facilities identified below, and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the " Assigned Interest "). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.: Name of Assignor:
2.: Name of Assignee:
3.: Assignee's Address for Notices:
4.: Borrower: Janus Capital Group Inc.
5.: Agent: Citibank, N.A., as Agent under the Credit Agreement.
6.: Credit Agreement: Credit Agreement dated as of October 19, 2005, as amended and restated as of June 1, 2007, as further amended and restated as of June [ • ], 2009 (as it may be amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among the Borrower, the Lenders party thereto, Citibank, N.A., as Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent.

7.: Assigned Interest:

Facility Assigned	Aggregate Amount of Commitments/ Loans of all Lenders	Amount of Commitment/ Loans Assigned

Commitment Assigned:	$	$	%
Standby Loans:	$	$	%
Competitive Loans:	$	$	%

Effective Date: [TO BE INSERTED BY THE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR] .

The Assignee, if not already a Lender, agrees to deliver to the Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Subsidiaries and its and their Related Parties and securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and State securities laws.

(1): Set forth, to at least nine decimals, as a percentage of Commitments/Loans of all Lenders thereunder.

The terms set forth in this Assignment and Assumption are hereby agreed to:


		[Name of Assignor], as Assignor
		By:
				Name:
				Title:
		[Name of Assignee], as Assignee
		By:
				Name:
				Title:

[The undersigned hereby consent to the within assignment:](2)


[JANUS CAPITAL GROUP INC., as the Borrower,		[CITIBANK, N.A., as Agent,
by:		by:
	Name:		Name:
	Title:]		Title:]

(2): Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement.

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties and Agreements.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document of any of their respective obligations under any Loan Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and, if applicable, to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and, if applicable, become a Lender thereunder, (iii) from and after the Effective Date, it shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender under the Credit Agreement, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.04(a) or 5.04(b) of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (v) if it is a Lender organized outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the Section 2.19(f) of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date and to the Assignee for amounts that have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed by one or more of the parties to this Assignment and Assumption on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment and Assumption and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by and interpreted under the laws of the State of New York.

EXHIBIT C

[FORM OF] COMPLIANCE CERTIFICATE

Citibank, N.A., as Agent
for the Lenders referred to below
1615 Brett Rd
OPS 3
New Castle, Delaware 19720
Attention: [ ]

This Compliance Certificate is furnished pursuant to the Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of October 19, 2005, as amended and restated as of June 1, 2007, as further amended and restated as of June [ • ], 2009 (as it may be amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Janus Capital Group Inc., a Delaware corporation (the " Borrower "), the Lenders party thereto, Citibank, N.A., as Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings assigned to them in the Credit Agreement.

The undersigned hereby certifies that:

1. I am a duly elected Financial Officer of the Borrower.

2. I have reviewed the terms of the Credit Agreement and the other Loan Documents and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and the Subsidiaries during the accounting period covered by the attached financial statements.

3. Attached hereto is a reasonably detailed calculation demonstrating compliance by the Borrower with Section 6.07.

4. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the occurrence or continuance of any Default or Event of Default at any time since the beginning of the fiscal period covered by the attached financial statements[, except as set forth below:]

[Describe the exceptions by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event]

5. The Borrower has provided to the Agent all notices required to be provided under Sections 5.08 and 5.09 of the Credit Agreement.

6. There has been no change in GAAP or the application thereof since the date of the consolidated balance sheet most recently delivered[, except as set forth below:]

[Describe the change in GAAP or application thereof in detail including the effect of such change on the financial statements (including those for the prior periods)]

The foregoing certifications, together with the computations required by the Credit Agreement attached hereto and the financial statements delivered herewith, are made and delivered this [ ] day of [ ], 20 [ ].



		Name: Title:

EXHIBIT E

GLOBAL INTERCOMPANY NOTE

New York, New York
June [ ], 2009

Each of the parties identified on the signature pages hereto (each, a " Note Party ") hereby promises to pay to the order of each applicable Intercompany Lender (as hereinafter defined), in lawful money of the United States of America or, in respect of extensions of credit in another currency, in such other currency as agreed to by the applicable Intercompany Lender and the applicable Intercompany Debtor (as hereinafter defined), in each case in immediately available funds, at such location in the United States of America or at such other location as the applicable Intercompany Lender shall from time to time designate, all amounts as may be owing from time to time by such Note Party (in such capacity, an " Intercompany Debtor ") to each other Note Party (in such capacity, an " Intercompany Lender ") in consideration of Indebtedness (such term, and each other capitalized term used but not defined herein, having the meaning assigned thereto in the Credit Agreement referred to below) owed by such Intercompany Debtor to such Intercompany Lender, together with interest thereon at such rate as may be agreed upon from time to time, if any, between the applicable Intercompany Debtor and the applicable Intercompany Lender (any such Indebtedness being referred to herein as " Intercompany Indebtedness "). Some of the Intercompany Indebtedness may also be evidenced by a promissory note issued prior to, or from time to time after, the date hereof by an Intercompany Debtor to an Intercompany Lender (each, an " Intercompany Note "). This Note shall evidence all Intercompany Indebtedness, whether or not any Intercompany Indebtedness is also evidenced by a separate Intercompany Note. In the event of a conflict between the terms of any Intercompany Note and the provisions set forth in the second, third, fourth and fifth paragraphs of this Note, the provisions of this Note shall control, and such Intercompany Note shall be deemed modified to the extent thereof.

Subject to the next following paragraph, each Intercompany Debtor shall pay all Intercompany Indebtedness owing under this Note to any Intercompany Lender at such time or times as may be agreed upon from time to time between such Intercompany Debtor and such Intercompany Lender; provided , however , that upon the occurrence and during the continuance of an Enforcement Event (as defined below), each Intercompany Debtor shall pay all Intercompany Indebtedness owing under this Note to any Intercompany Lender to which such Intercompany Debtor is obligated on demand of such Intercompany Lender. Each Intercompany Lender may make any such demand for all or any subset of the amounts owing to such Intercompany Lender under this Note, upon all Intercompany Debtors obligated to such Intercompany Lender or any such Intercompany Debtor, without the consent or permission of any other Note Party.

Upon the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, insolvency or liquidation or similar proceeding in any jurisdiction relating to any Note Party, all Intercompany Indebtedness owing by such Note Party to each Intercompany Lender under this Note shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note.

Upon the occurrence and during the continuance of an Enforcement Event, all payments under this Note shall be made without offset, counterclaim or deduction of any kind. Upon the occurrence and during the continuance of an Enforcement Event, any amount owing by any Intercompany Debtor to any Intercompany Lender shall not be reduced in any way by any outstanding obligations of such Intercompany Lender to such Intercompany Debtor, whether such obligations are monetary or otherwise. Each Intercompany Lender is hereby authorized to record all amounts owing in consideration of Intercompany Indebtedness extended by the Intercompany Debtors to such Intercompany Lender, all of which shall be evidenced by this Note, and all repayments thereof, in its books and records in accordance with its usual practice, such books and records constituting prima facie evidence of the accuracy of the information contained therein; provided , however that the failure of any Intercompany Lender to record such information shall not affect any Intercompany Debtor's

obligations in respect of Intercompany Indebtedness extended by such Intercompany Lender to such Intercompany Debtor.

Each Intercompany Debtor hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. No delay on the part of any Intercompany Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Note shall in any event be effective against any Note Party unless the same shall be in writing and signed and delivered by such Note Party. This Note shall be construed as a separate agreement with respect to each Note Party and may be amended, modified, supplemented, waived or released with respect to any Note Party without the approval of any other Note Party and without affecting the obligations of any other Note Party hereunder.

Upon execution and delivery after the date hereof by any Subsidiary of Janus Capital Group Inc., a Delaware corporation (" Janus "), of a counterpart signature page hereto, such Subsidiary shall become a Note Party hereunder with the same force and effect as if originally named as a Note Party hereunder. The rights and obligations of each Note Party hereunder shall remain in full force and effect notwithstanding the addition of any new Note Party as a party to this Note.

Pursuant to the Credit Agreement dated as of October 19, 2005, as amended and restated as of June 1, 2007, and as further amended and restated as of June [ ], 2009 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Janus, the Lenders party thereto, Citibank, N.A., as Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent, this Note shall be pledged by the Intercompany Lenders in accordance therewith. Each Intercompany Debtor hereby acknowledges and agrees that the Agent may, pursuant to such agreements and any other applicable agreements as in effect from time to time, exercise all rights provided therein with respect to this Note. For purposes hereof, an " Enforcement Event " shall be deemed to have occurred and be continuing if an Event of Default (as defined in the Credit Agreement) shall have occurred and is continuing and either (a) all or any part of the Obligations shall have been declared, or shall have automatically become, due and payable or (b) the Agent or the Secured Parties shall have commenced the exercise of their rights as secured creditors with respect to this Note.

This Note and all Indebtedness evidenced hereby is subject to the subordination provisions of the Intercompany Indebtedness Subordination Agreement dated as of June [ ], 2009, among Janus, its Subsidiaries party thereto and the Agent, as the same may be amended, supplemented or otherwise modified from time to time.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


		JANUS CAPITAL GROUP INC.,
		By
				Name:
				Title:
		CAPITAL GROUP PARTNERS, INC.,
		By
				Name:
				Title:
		JANUS HOLDINGS LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:
		JANUS CAPITAL MANAGEMENT LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:
		JANUS INTERNATIONAL HOLDING LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:

[Signature Page to Global Intercompany Note]


		JANUS MANAGEMENT HOLDINGS CORP,
		By
				Name:
				Title:
		JANUS CAPITAL ASIA LTD,
		By
				Name:
				Title:
		JANUS CAPITAL INTERNATIONAL LTD,
		By
				Name:
				Title:
		JANUS CAPITAL SINGAPORE PTE LTD,
		By
				Name:
				Title:
		JANUS CAPITAL TRUST MANAGER LTD,
		By
				Name:
				Title:

[Signature Page to Global Intercompany Note]


		INTECH INVESTMENT MANAGEMENT LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:
		PERKINS INVESTMENT MANAGEMENT LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:
		JANUS DISTRIBUTORS LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:
		JANUS SERVICES LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:

[Signature Page to Global Intercompany Note]

EXHIBIT F

INTERCOMPANY INDEBTEDNESS
SUBORDINATION AGREEMENT

Reference is made to the Credit Agreement dated as of October 19, 2005, as amended and restated as of June 1, 2007, and as further amended and restated as of June [ ], 2009 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Janus Capital Group Inc., a Delaware corporation (the " Borrower "), the Lenders party thereto, Citibank, N.A., as Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent.

From time to time the Borrower and its Subsidiaries (each, a " Note Party ") have made, and will make, loans, advances and other extensions of credit to one or more of the Borrower and its Subsidiaries (any such Indebtedness resulting from such extensions of credit being referred to herein as " Intercompany Indebtedness "; any Note Party that is an obligor thereon is referred to herein as the " Intercompany Debtor ", and any Note Party that is an obligee thereunder is referred to herein as the " Intercompany Lender ").

The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. In accordance with the Credit Agreement, each of the Borrower and its Subsidiaries desire to enter into this Agreement in order to subordinate, on the terms set forth herein, its rights, as an Intercompany Lender, to payment under any Intercompany Indebtedness to the prior payment in full of the Obligations. The Borrower and its Subsidiaries will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined herein (including the preliminary statements hereto) shall have the meanings assigned to them in the Credit Agreement. The rules of construction specified in Sections 1.02 and 1.03 of the Credit Agreement also apply to this Agreement, mutatis mutandis . For purposes of this Agreement, the Lenders and any other obligees in respect of any Obligations are sometimes referred to as " Senior Lenders ".

2. Subordination. (a) Each Intercompany Lender hereby agrees that all its right, title and interest in, to and under the Intercompany Indebtedness shall be subordinate, and junior in right of payment, to the rights of the obligees in respect of the Obligations.

(b) Upon any distribution of the assets of the Intercompany Debtor, or upon any dissolution, winding up, liquidation or reorganization of the Intercompany Debtor, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or upon any assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Intercompany Debtor, or otherwise:

(i) the Senior Lenders shall first be entitled to receive indefeasible payment in full in cash of the Obligations (whenever arising) owed by such Intercompany Debtor before any Intercompany Lender shall be entitled to receive any payment on account of the Intercompany Indebtedness owed by such Intercompany Debtor, whether of principal, interest or otherwise; and

(ii) any payment by, or on behalf of, or distribution of the assets of, such Intercompany Debtor of any kind or character, whether in cash, property or securities, to which any Intercompany Lender would be entitled except for the provisions of this Section shall be paid or delivered by the Note Party making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Agent, until the indefeasible payment in full in cash of all Obligations.

(c) In the event that any payment by, or on behalf of, or distribution of the assets of, an Intercompany Debtor of any kind or character, whether in cash, property or securities, and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, shall be

received by or on behalf of an Intercompany Lender after the occurrence, with respect to such Intercompany Debtor, of any proceeding, attachment or other event, condition or circumstance specified in clause (b) above, such payment or distribution shall be held by such Intercompany Lender in trust (segregated from other property of such Intercompany Lender) for the benefit of the Agent, and shall forthwith be paid over to the Agent, in each case until the indefeasible payment in full in cash of all Obligations.

3. Waivers and Consents. (a) Each Intercompany Lender waives the right to compel that any property or asset of any Intercompany Debtor or any property or asset of any guarantor of the Obligations or any other Person be applied in any particular order to discharge the Obligations. Each Intercompany Lender expressly waives the right to require any Agent or any Senior Lender to proceed against any Intercompany Debtor, any guarantor of any Obligations or any other Person, or to pursue any other remedy in its or their power that such Intercompany Lender cannot pursue and that would lighten such Intercompany Lender's burden, notwithstanding that the failure of any Agent or any Senior Lender to do so may thereby prejudice such Intercompany Lender. Each Intercompany Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder reduced by any Agent's or any Senior Lender's delay in proceeding against or enforcing any remedy against any Intercompany Debtor, any guarantor of any Obligations or any other Note Party; by any Agent or any Senior Lender releasing any Intercompany Debtor, any guarantor of any Obligations or any other Note Party from all or any part of the Obligations; or by the discharge of any Intercompany Debtor, any guarantor of any Obligations or any other Note Party by an operation of law or otherwise, with or without the intervention or omission of any Agent or any Senior Lender.

(b) Each Intercompany Lender waives all rights and defenses arising out of an election of remedies by any Agent or any Senior Lender, even though that election of remedies, including any nonjudicial foreclosure with respect to any property or asset securing any Obligations, has impaired the value of such Intercompany Lender's rights of subrogation, reimbursement, or contribution against any Intercompany Debtor, any guarantor of the Obligations or any other Person. Each Intercompany Lender expressly waives any rights or defenses it may have by reason of protection afforded to any Intercompany Debtor, any guarantor of the Obligations or any other Note Party with respect to the Obligations pursuant to any anti-deficiency laws or other laws of similar import that limit or discharge the principal debtor's indebtedness upon judicial or nonjudicial foreclosure of property or assets securing any Obligations.

(c) Each Intercompany Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of any Obligations made by any Agent or any Senior Lender may be rescinded in whole or in part by such Agent or Senior Lender, and any Obligation may be continued, and the Obligations or the liability of any Intercompany Debtor, any guarantor thereof or any other Person obligated thereunder, or any right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or released by the Agents or the Senior Lenders, in each case without notice to or further assent by such Intercompany Lender, which will remain bound hereunder, and without impairing, abridging, releasing or affecting the subordination provided for herein.

(d) Each Intercompany Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations, and any and all notice of or proof of reliance by the Senior Lenders upon this Agreement. The Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred, and the consent to create the obligations of any Intercompany Debtor in respect of the Intercompany Indebtedness shall be deemed conclusively to have been given, in reliance upon this Agreement. Each Intercompany Lender waives any protest, demand for payment and notice of default.

4. Obligations Unconditional. All rights and interests of the Agent and the Senior Lenders hereunder, and all agreements and obligations of each Intercompany Lender and each Intercompany Debtor hereunder, shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of the Credit Agreement or any other Loan Document;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or any amendment or waiver or other modification, whether by course of conduct or otherwise, of, or consent to departure from, the Credit Agreement or any other Loan Document;

(c) any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of or consent to departure from, any guarantee of any Obligations; or

(d) any other circumstances that might otherwise constitute a defense available to, or a discharge of, any Intercompany Debtor in respect of the Obligations or of such Intercompany Lender or such Intercompany Debtor in respect of the subordination provisions set forth herein.

5. Waiver of Claims. (a) To the maximum extent permitted by law, each Intercompany Lender waives any claim it might have against any Agent or any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or any Senior Lender, or any of their Related Parties, with respect to any exercise of rights or remedies under the Loan Documents, except to the extent due to the gross negligence or wilful misconduct of such Agent or such Senior Lender, as the case may be. None of the Agent, the Senior Lenders or any of their Related Parties, shall be liable for failure to demand, collect or realize upon any guarantee of any Obligations, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any such property or asset upon the request of any Intercompany Debtor, any Intercompany Lender or any other Person or to take any other action whatsoever with regard to any such property or asset, or any part thereof, or any such guarantee.

6. Further Assurances. Each Intercompany Lender and each Intercompany Debtor, at its own expense and at any time from time to time, upon the reasonable written request of the Agent will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent reasonably may request for the purposes of obtaining or preserving the full benefits of the subordination provisions set forth herein and of the rights and powers herein granted.

7. Provisions Define Relative Rights. These subordination provisions are intended solely for the purpose of defining the relative rights of the Senior Lenders on the one hand and the Intercompany Lenders on the other, and no other Person shall have any right, benefit or other interest under these subordination provisions.

8. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9. Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each of the parties hereto.

(b) No failure by any Agent or any Senior Lender to exercise, and no delay by such Agent or Senior Lender in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder

shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

(c) The rights, remedies, powers and privileges hereunder are cumulative and not exclusive of any rights, remedies, powers or privileges provided by law.

10. Section Headings. The section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

11. Successors and Assigns. This Agreement, including the waivers contained herein, shall be binding upon the successors and assigns of each Intercompany Debtor and each Intercompany Lender and shall inure to the benefit of the Senior Lenders and their successors and assigns.

12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY SENIOR LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH SENIOR LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT, THE OTHER PARTIES HERETO AND THE SENIOR LENDERS HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

13. Jurisdiction; Consent to Service of Process. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the county of New York and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party or any Senior Lender may otherwise have to bring any action or proceeding relating to this Agreement against any other party, or any of its properties, in the courts of any jurisdiction.

(b) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in the Credit Agreement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

14. Additional Subsidiaries. Upon execution and delivery after the date hereof by any Subsidiary of a counterpart signature page hereto, such Subsidiary shall become a party hereto with the same force and effect as if originally named as a party hereunder. The rights and obligations under this

Agreement of each other party hereto shall remain in full force and effect notwithstanding the addition of any new Subsidiary as a party to this Agreement.

15. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

16. Termination. This Agreement shall terminate when all the Loan Document Obligations (other than Contingent Obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement.

[ The rest of this page is intentionally left blank ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of [ ] day of June, 2009.


		JANUS CAPITAL GROUP INC.,
		by
				Name:
				Title:
		CITIBANK, N.A.,
		By
				Name:
				Title:
		CAPITAL GROUP PARTNERS, INC.,
		By
				Name:
				Title:
		JANUS HOLDINGS LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:
		JANUS CAPITAL MANAGEMENT LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:


		JANUS INTERNATIONAL HOLDING LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:
		JANUS MANAGEMENT HOLDINGS CORP,
		By
				Name:
				Title:
		JANUS CAPITAL ASIA LTD,
		By
				Name:
				Title:
		JANUS CAPITAL INTERNATIONAL LTD,
		By
				Name:
				Title:
		JANUS CAPITAL SINGAPORE PTE LTD,
		By
				Name:
				Title:
		JANUS CAPITAL TRUST MANAGER LTD,
		By
				Name:
				Title:


		INTECH INVESTMENT MANAGEMENT LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:
		PERKINS INVESTMENT MANAGEMENT LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:
		JANUS DISTRIBUTORS LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:
		JANUS SERVICES LLC,
		By: [ ], its
		[Sole][Managing] Member,
		By
				Name:
				Title:

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.4.1

EXECUTION VERSION

$100,000,000

364-DAY COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT

dated as of October 4, 2010,

among

JANUS CAPITAL GROUP INC.,

THE LENDERS PARTY HERETO,

and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

J.P. MORGAN SECURITIES LLC

and

BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS



ARTICLE I DEFINITIONS		1
SECTION 1.01	Defined Terms	1
SECTION 1.02	Terms Generally	19
SECTION 1.03	Accounting Terms	20
ARTICLE II THE CREDITS		20
SECTION 2.01	Commitments	20
SECTION 2.02	Loans	20
SECTION 2.03	Competitive Bid Procedure	21
SECTION 2.04	Standby Borrowing Procedure	24
SECTION 2.05	Swingline Loans	24
SECTION 2.06	Standby Interest Elections	25
SECTION 2.07	Fees	26
SECTION 2.08	Repayment of Loans; Evidence of Debt	27
SECTION 2.09	Interest on Loans	27
SECTION 2.10	Default Interest	28
SECTION 2.11	Alternate Rate of Interest	28
SECTION 2.12	Termination and Reduction of Commitments	28
SECTION 2.13	Extension of Maturity Date	29
SECTION 2.14	Prepayment	30
SECTION 2.15	Reserve Requirements; Change in Circumstances	30
SECTION 2.16	Change in Legality	31
SECTION 2.17	Indemnity	32
SECTION 2.18	Pro Rata Treatment	32
SECTION 2.19	Sharing of Setoffs	32
SECTION 2.20	Payments	33
SECTION 2.21	Taxes	33
SECTION 2.22	Termination or Assignment of Commitments under Certain Circumstances	36
SECTION 2.23	Lending Offices and Lender Certificates; Survival of Indemnity	37
SECTION 2.24	Defaulting Lenders	37
ARTICLE III REPRESENTATIONS AND WARRANTIES		38
SECTION 3.01	Corporate Existence and Standing	38
SECTION 3.02	Authorization and Validity	38
SECTION 3.03	No Conflict; Governmental Consent	38
SECTION 3.04	Compliance with Laws; Environmental and Safety Matters	38
SECTION 3.05	Financial Statements	39
SECTION 3.06	No Material Adverse Change	39
SECTION 3.07	Subsidiaries	39
SECTION 3.08	Litigation	39
SECTION 3.09	Material Agreements	40
SECTION 3.10	[RESERVED]	40
SECTION 3.11	Investment Company Act	40
SECTION 3.12	Use of Proceeds	40
SECTION 3.13	Taxes	40
SECTION 3.14	Accuracy of Information	40
SECTION 3.15	No Undisclosed Dividend Restrictions	40



SECTION 3.16	No Default	41
ARTICLE IV CONDITIONS		41
SECTION 4.01	Conditions Precedent to Effectiveness	41
SECTION 4.02	All Borrowings	42
ARTICLE V AFFIRMATIVE COVENANTS		42
SECTION 5.01	Conduct of Business; Maintenance of Ownership of Subsidiaries and Maintenance of Properties	42
SECTION 5.02	Insurance	43
SECTION 5.03	Compliance with Laws and Payment of Material Obligations and Taxes	43
SECTION 5.04	Financial Statements, Reports, etc.	44
SECTION 5.05	Notices of Material Events	45
SECTION 5.06	Books and Records; Access to Properties and Inspections	45
SECTION 5.07	Use of Proceeds	46
SECTION 5.08	Existing JCIL Share Charge.	46
ARTICLE VI NEGATIVE COVENANTS		46
SECTION 6.01	Indebtedness of Subsidiaries	46
SECTION 6.02	Liens	47
SECTION 6.03	Sale and Lease-Back Transactions	48
SECTION 6.04	Mergers, Consolidations and Transfers of Assets	49
SECTION 6.05	Transactions with Affiliates	50
SECTION 6.06	Restrictive Agreements	50
SECTION 6.07	Certain Financial Covenants	50
SECTION 6.08	Margin Stock	50
SECTION 6.09	Investments, Loans, Advances and Guarantees	51
SECTION 6.10	Restricted Payments; Certain Payments of Indebtedness	53
SECTION 6.11	Limitations on Conduct of Business	54
SECTION 6.12	Concerning Janus Capital International Limited	54
ARTICLE VII EVENTS OF DEFAULT		55
ARTICLE VIII THE AGENT		56
ARTICLE IX MISCELLANEOUS		59
SECTION 9.01	Notices	59
SECTION 9.02	Survival of Agreement	59
SECTION 9.03	Effectiveness	60
SECTION 9.04	Successors and Assigns	60
SECTION 9.05	Expenses; Indemnity	62
SECTION 9.06	Right of Setoff	63
SECTION 9.07	Applicable Law	63
SECTION 9.08	Waivers; Amendment	63
SECTION 9.09	Interest Rate Limitation	64
SECTION 9.10	Entire Agreement	64
SECTION 9.11	WAIVER OF JURY TRIAL	64
SECTION 9.12	Severability	65
SECTION 9.13	Counterparts	65
SECTION 9.14	Headings	65
SECTION 9.15	Jurisdiction; Consent to Service of Process	65



SECTION 9.16	Confidentiality; Material Non-Public Information	66
SECTION 9.17	Electronic Communications	66
SECTION 9.18	Patriot Act	67
SECTION 9.19	No Fiduciary Relationship	67
Schedule 2.01	Commitments	1
Schedule 3.07	Subsidiaries	1
Schedule 3.08	Litigation	1
Schedule 6.01	Existing Indebtedness	1
Schedule 6.02	Liens	1
Schedule 6.09	Investments	1
Exhibit A-1	Form of Competitive Bid Request	1
Exhibit A-2	Form of Notice of Competitive Bid Request	1
Exhibit A-3	Form of Competitive Bid	1
Exhibit A-4	Form of Competitive Bid Accept/Reject Letter	1
Exhibit A-5	Form of Standby Borrowing Request	1
Exhibit B	Form of Assignment and Assumption	1
Exhibit C	Form of Compliance Certificate	1
Exhibit D	Form of LLC Guarantee	1
Exhibit E	Form of Maturity Date Extension Request	1

iii

364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of October 4, 2010 (as it may be amended, supplemented or otherwise modified from time to time, this " Agreement "), among JANUS CAPITAL GROUP INC., a Delaware corporation (the " Borrower "); the LENDERS party hereto; and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.

The parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

" ABR Borrowing " shall mean a Borrowing comprised of ABR Loans.

" ABR Loan " shall mean any Standby Loan or Swingline Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with Article II.

" Administrative Agent " shall mean JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the Loan Documents, and its successors in such capacity as provided in Article VIII.

" Administrative Agent's Fees " shall have the meaning assigned to such term in Section 2.07(b).

" Administrative Questionnaire " shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.

" Affected Subsidiary " shall have the meaning assigned to such term in Section 6.04(c).

" Agreement " shall have the meaning assigned to such term in the preamble hereto.

" Alternate Base Rate " shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next ¹ / 16 of 1.00%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹ / 2 of 1.00%, and (c) the Adjusted LIBO Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in dollars with a maturity of one month commencing two Business Days thereafter plus 1.00%. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that (i) it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the definition of such term, Alternate Base Rate shall be determined without regard to clause (b) above until the circumstances giving rise to such inability no longer exist, or (ii) reasonable means do not exist for ascertaining the Adjusted LIBO Rate (determined as set forth above), the Alternate Base Rate shall be determined without regard to clause (c) above until such reasonable means again exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.

[Signature Page to the 364-Day Competitive Advance and Revolving Credit Facility Agreement ]

" Applicable Rate " shall mean, for any day on or after the Closing Date, with respect to any ABR Loan, any Eurodollar Standby Loan or the Commitment Fees payable hereunder, the applicable rate per annum set forth below under the caption "ABR Spread", "Eurodollar Standby Spread" or "Commitment Fee Rate", as the case may be, based upon the ratings by Moody's and S&P, respectively, applicable on such day to the Index Debt:

Index Debt Ratings

Category 1
BBB+/Baa1 or higher	1.250	%	2.250	%	0.300	%
Category 2
BBB/Baa2	1.500	%	2.500	%	0.375	%
Category 3
BBB-/Baa3	1.750	%	2.750	%	0.500	%
Category 4
BB+/Ba1	2.000	%	3.000	%	0.625	%
Category 5
Lower than BB+/Ba1 or unrated	2.250	%	3.250	%	0.750	%

For purposes of the foregoing, (a) if either Moody's or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 5; (ii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall fall within different Categories, the Applicable Rate shall be based on the higher of the two ratings unless one of the two ratings is two or more Categories above the other, in which case the Applicable Rate shall be determined by reference to the Category one level above the Category corresponding to the lower rating; and (iii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent and the Lenders. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating of the other rating agency (or, if the circumstances referred to in this sentence shall affect both rating agencies, the ratings most recently in effect prior to such changes or cessations).

" Arrangers " shall mean J.P. Morgan Securities LLC and Banc of America Securities LLC.

obligations under such lease are not Capitalized Lease Obligations, the capitalized amount of the remaining lease payments under such lease that would appear on a balance sheet of the Borrower or such Subsidiary prepared as of such date in accordance with GAAP if such obligations were accounted for as Capitalized Lease Obligations.

" Bankruptcy Event " shall mean, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided , further , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

" B Share Fees " shall mean (a) the contingent deferred sales charges payable to the Borrower by an investor in a load fund offered by the Borrower upon any redemption by such investor prior to a certain number of years after such investor's investment in such fund and (b) the distribution fees payable by an investor in a load fund offered by the Borrower, in each case payable at the times and in the amounts described in the Janus Capital Funds plc prospectus dated April 27, 2010 and the Janus Selection prospectus dated June 9, 2010, in each case as amended from time to time, or the prospectus for any other substantially similar fund.

" B Share Purchaser " shall mean either a Finance Subsidiary or a financial institution or trust that purchases B Share Fees in connection with a Permitted B Share True Sale Transaction.

" Board " shall mean the Board of Governors of the Federal Reserve System of the United States.

" Borrower " shall have the meaning assigned to such term in the preamble to this Agreement.

" Borrowing " shall mean (a) a Standby Borrowing, (b) a Competitive Borrowing or a (c) Swingline Borrowing.

" Capital Group Partners " shall mean Capital Group Partners, Inc., a New York corporation.

" CERCLA " shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986.

any two or more Persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of Equity Interests in the Borrower shall become, according to public announcement or filing, the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of Equity Interests in the Borrower representing 35% or more (calculated in accordance with such Rule 13d-3) of the combined voting power of the Borrower's then outstanding voting Equity Interests.

" Charges " shall have the meaning assigned to such term in Section 9.09.

" Closing Date " shall mean the date on which the conditions precedent set forth in Section 4.01 shall have been satisfied or waived in accordance with the terms herein, which date is October 4, 2010.

" Code " shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time.

" Commitment " shall mean, with respect to each Lender, the commitment of such Lender to make Standby Loans and to acquire participations in Swingline Loans hereunder (and with respect to the Swingline Lender, to make the Swingline Loans hereunder), expressed as an amount representing the maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.12 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. As of the Closing Date, the aggregate amount of the Lenders' Commitments is $100,000,000.

" Commitment Fee " shall have the meaning assigned to such term in Section 2.07(a).

" Communications " shall have the meaning assigned to such term in Section 9.17(a).

" Competitive Bid " shall mean an offer by a Lender to make a Competitive Loan pursuant to Section 2.03.

" Competitive Bid Accept/Reject Letter " shall mean a written notification made by the Borrower pursuant to Section 2.03(d), which shall be in the form of Exhibit A-4.

" Competitive Bid Request " shall mean a written request made by the Borrower pursuant to Section 2.03(a), which shall be in the form of Exhibit A-1.

" Confidential Memorandum " shall mean the Confidential Information Memorandum of the Borrower dated September 2010.

" Consenting Lender " shall have the meaning assigned to such term in Section 2.13.

Expense, (ii) provision for taxes for the Borrower and the Consolidated Subsidiaries, (iii) depreciation expense or amortization expense (including amortization expense relating to prepaid sales commissions, but net of the amount of sales commissions paid during such period), (iv) impairment charges on the securities of Stanfield Victoria Funding LLC (currently known as VFNC Trust) in an aggregate amount for all periods not in excess of $33,000,000, (v) cash payments received by the Borrower upon the termination of hedging programs for the Borrower's or any Consolidated Subsidiary's mutual fund unit awards program and (vi) realized losses from the sale of the securities of Stanfield Victoria Funding LLC (currently known as VFNC Trust) in an aggregate amount for all periods not in excess of $38,000,000, minus (b) without duplication and to the extent included in determining such Consolidated Net Income, gains from the reversal of previously recognized impairment charges on the securities of Stanfield Victoria Funding LLC (currently known as VFNC Trust) in an aggregate amount for all periods not in excess of $109,000,000, all determined in accordance with GAAP.

" Consolidated Interest Expense " shall mean, for any period, total interest expense of the Borrower and the Consolidated Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP, including (a) the amortization of debt discounts to the extent included in interest expense in accordance with GAAP, (b) the amortization of all fees (including fees with respect to interest rate protection agreements or other interest rate hedging arrangements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense in accordance with GAAP and (c) the portion of any rents payable under capital leases allocable to interest expense in accordance with GAAP.

" Consolidated Net Income " shall mean, for any period, the net income of the Borrower and the Consolidated Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP, but without giving effect to (a) any extraordinary gains for such period, (b) any gains for such period relating to the sale, transfer or other disposition of any assets of the Borrower or any Consolidated Subsidiary (other than in the ordinary course of business), (c) any costs, expenses or losses incurred during such period (which for each annual period commencing on the Closing Date or any anniversary thereof shall not exceed $200,000,000) consisting of or relating or attributable to (i) the sale, transfer or other disposition, in whole or in part, of any Subsidiary or other Affiliate of the Borrower, (ii) any exchange, repayment, prepayment, purchase or redemption by the Borrower or any Consolidated Subsidiary of the outstanding Indebtedness of the Borrower and (iii) any fines, penalties, damages, or restitution or other settlement payments related to regulatory investigations into trading practices in the mutual fund industry, (d) any costs, expenses or losses incurred during such period consisting of or relating or attributable to (i) non-cash write-downs of goodwill and intangible assets and (ii) any non-cash amortization of long-term incentive compensation, but giving effect to any net cash payments by the Borrower and the Consolidated Subsidiaries relating to mutual fund unit awards, and (e)(i) non-cash extraordinary losses, (ii) cash charges relating to severance expense, (iii) unrealized gains or losses in net investments in seed financing for early stage funds or portfolios or (iv) non-cash non-recurring restructuring charges, in each case incurred during such period; provided that there shall be excluded the income of (A) the Excluded Subsidiary and (B) any Consolidated Subsidiary that is not wholly owned by the Borrower to the extent such income or such amounts are attributable to the noncontrolling interest in such Consolidated Subsidiary.

" Consolidated Subsidiary " shall mean each Subsidiary the financial statements of which are required to be consolidated with the financial statements of the Borrower in accordance with GAAP.

" Consolidated Total Assets " shall mean at any date the total assets of the Borrower and the Consolidated Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

such date, constitutes Delayed Application Replacement Indebtedness in respect of any other Indebtedness shall be disregarded to the extent the principal amount of such other Indebtedness is included in Consolidated Total Indebtedness at such date.

" Credit Party " means the Administrative Agent, the Swingline Lender or any other Lender.

" Declining Lender " shall have the meaning assigned to such term in Section 2.13.

" Default " shall mean any event or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

Delayed Application Replacement Indebtedness " shall mean, in respect of any Indebtedness (" Original Indebtedness "), Indebtedness that is incurred for the purpose of refinancing or replacing such Original Indebtedness, but the proceeds of which shall not have been applied to make such a refinancing or replacement upon the incurrence thereof, if and for so long as such Indebtedness otherwise meets, with respect to such Original Indebtedness, the requirements set forth in the definition of the term "Replacement Indebtedness"; provided that any Indebtedness that otherwise meets the requirements set forth in this definition shall cease to be Delayed Application Replacement Indebtedness on the date that is 60 days following the date of the incurrence thereof; and provided , further , that (i) no Loans shall be outstanding while both the Original Indebtedness and Delayed Application Replacement Indebtedness are outstanding, (ii) irrevocable notice in respect of such refinancing or replacement of the Original Indebtedness is given within two Business Days of the incurrence of such Delayed Application Replacement Indebtedness and (iii) proceeds received from such Delayed Application Replacement Indebtedness shall be paid over to the trustee for the Original Indebtedness or deposited in a segregated account maintained solely for such proceeds.

" Defaulting Lender " means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender's good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender's good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party's receipt of such certification in form and substance satisfactory

to it and the Administrative Agent, or (d) has become (or the Parent of such Lender has become) the subject of a Bankruptcy Event.

" Disclosed Matter " shall mean the existence or occurrence of any matter which has been disclosed in (a) the Borrower's report on Form 10-K for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission on February 24, 2010, (b) any other filing made with the Securities and Exchange Commission after February 24, 2010 and prior to the Closing Date, or (c) the Confidential Memorandum.

" Disqualified Stock " shall mean, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

in each case, on or prior to the date 180 days after the Maturity Date; provided , however , that an Equity Interest in any Person that would not constitute a Disqualified Stock but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an "asset sale" or a "change of control" shall not constitute a Disqualified Stock if any such requirement becomes operative only after repayment in full of all the Loans and all other Obligations under the Loan Documents that are accrued and payable and the termination or expiration of the Total Commitment.

" Domestic Subsidiary " shall mean any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

" dollars " or " $ " shall mean lawful money of the United States of America.

" Eligible Assignee " shall mean (a) a Lender, (b) an Affiliate of a Lender, or (c) any other Person approved by (i) the Administrative Agent, (ii) unless an Event of Default has occurred and is continuing at the time the applicable assignment is effected in accordance with Section 9.04, the Borrower, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof and (iii) in the case of an assignment of all or a portion of a Commitment or any Lender's obligations in respect of its Swingline Exposure, the Swingline Lender; provided , however , that none of (x) the Borrower, (y) any Affiliate of the Borrower or (z) any investment manager, any investment company or any similar entity that, in each case, is managed or advised by the Borrower or an Affiliate of the Borrower shall qualify as an Eligible Assignee.

" ERISA " shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

" Eurodollar Borrowing " shall mean a Borrowing comprised of Eurodollar Loans.

" Eurodollar Competitive Borrowing " shall mean a Borrowing comprised of Eurodollar Competitive Loans.

" Eurodollar Competitive Loan " shall mean any Competitive Loan bearing interest at a rate determined by reference to the LIBO Rate in accordance with Article II.

" Eurodollar Loan " shall mean any Eurodollar Competitive Loan or Eurodollar Standby Loan.

" Eurodollar Standby Borrowing " shall mean a Borrowing comprised of Eurodollar Standby Loans.

" Event of Default " shall have the meaning assigned to such term in Article VII.

" Excess Margin Stock " shall mean Margin Stock owned by the Borrower and the Subsidiaries at any time to the extent that the aggregate Margin Stock so owned at such time has a value of more than 25% of the Consolidated Total Assets.

" Excluded Securities " shall mean cash and securities owned by the Borrower or any Subsidiary that are held in any Excluded Securities Account.

" Excluded Securities Account " shall mean one or more deposit or securities accounts maintained by either Loan Party with any bank or securities intermediary that is, or that the Borrower determines could be, a counterparty to one or more Specified Hedging Agreements with the Borrower or any Subsidiary; provided that the net book value of the cash, securities and other property maintained in all such deposit or securities accounts shall not at any time exceed $75,000,000.

" Excluded Subsidiary " shall mean Janus Capital Trust Manager Limited; provided that the Board of Directors of Janus Capital Trust Manager Limited shall not be under the Control of the Borrower (it being understood that the ownership of Equity Interests in Janus Capital Trust Manager Limited shall not, in itself and without regard to any other means of directing the management or policies of Janus Capital Trust Manager Limited, be deemed to constitute Control).

" Excluded Taxes " shall mean, with respect to any Recipient and without duplication, any of the following:

(b) Taxes attributable to such Recipient's failure to comply with Section 2.21(f); and

(c) U.S. Federal Taxes resulting from any law in effect (including FATCA) at the time (and, in the case of FATCA, including any regulations or official interpretations thereof issued after) such Recipient (other than an assignee under Section 2.22) becomes a party hereto or designates a new lending office (except to the extent that, pursuant to Section 2.21(a), amounts with respect to

such Taxes were payable to (i) such Recipient's assignor immediately before such Recipient became a party hereto pursuant to an assignment or (ii) such Recipient immediately before it designated such new lending office).

" Existing Credit Agreement " shall mean the Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of October 19, 2005, as amended and restated as of June 1, 2007, as further amended and restated as of June 12, 2009, among the Borrower, the lenders party thereto, Citibank, N.A., as administrative agent for the lenders and as swingline lender, and JPMorgan Chase Bank, N.A., as syndication agent.

" Existing JCIL Share Charge " shall mean the Security Over Shares Agreement dated as of June 12, 2009 between Janus International Holding LLC, as the grantor, in favor of Citibank, N.A., as the agent, in connection with the Existing Credit Agreement.

" Existing Maturity Date " shall have the meaning assigned to such term in Section 2.13.

" FATCA " shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement.

" Federal Funds Effective Rate " shall mean, for any day, the weighted average (rounded upwards, if necessary, to the next ¹ / 100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on such next succeeding Business Day, the Federal Funds Effective Rate shall be the average (rounded upwards, if necessary, to the next ¹ / 100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

" Fee Letter " shall mean the letter agreement dated September 9, 2010 among the Borrower, the Administrative Agent and J.P. Morgan Securities LLC.

" Fees " shall mean the Commitment Fee and the Administrative Agent's Fees.

" Finance Subsidiary " shall mean any special purpose Subsidiary engaged solely in purchasing, owning and financing receivables as part of a Permitted B Share True Sale Transaction.

" Financial Officer " of any Person shall mean the chief financial officer, principal accounting officer, treasurer, assistant treasurer, controller or assistant controller of such Person.

" Fixed Rate Borrowing " shall mean a Borrowing comprised of Fixed Rate Loans.

" Foreign Subsidiary " shall mean any Subsidiary that is not a Domestic Subsidiary.

" Funding Office " shall mean the office of the Administrative Agent specified in Section 9.01 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

" FSA " shall mean the United Kingdom Financial Services Authority.

" GAAP " shall mean United States generally accepted accounting principles, applied on a consistent basis.

(including any supra-national body exercising such function, such as the European Union or the European Central Bank).

" Granting Lender " shall have the meaning assigned to such term in Section 9.04(f).

" Guarantee " of or by any Person (the " guarantor ") means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the " primary obligor ") in any manner, whether directly or indirectly, and including any monetary obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other obligation of the primary obligor; provided that the term "Guarantee" shall not include (x) endorsements for collection or deposit or contractual indemnities in the ordinary course of business or (y) indemnification by any Person of its directors or officers (or of the directors or officers of such Person's Subsidiaries) for actions taken on behalf of such Person (or such Subsidiaries, as applicable). The amount of any Guarantee of any guarantor shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation of the primary obligor in respect of which such Guarantee is made, (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee, and (c) such guarantor's maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

" Guarantor " shall mean Janus Capital Management LLC, a Delaware limited liability company.

" Hybrid Capital Security " shall mean any hybrid capital security issued by the Borrower that has been accorded a "percentage of equity" or like treatment by Moody's or S&P.

" IFRS " shall mean International Financial Reporting Standards, applied on a consistent basis.

has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not such Indebtedness has been assumed (with the amount of the resulting Indebtedness of such Person being valued, as of the date of determination, at the lesser of (i) the amount of Indebtedness so secured and (ii) the fair market value of the property securing such Indebtedness), (e) all Capitalized Lease Obligations of such Person, (f) all Guarantees by such Person of Indebtedness of others, (g) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (h) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances, (i) all Attributable Debt in respect of any Sale and Leaseback Transaction of such Person and (j) all Disqualified Stock in such Person, valued, as of the date of determination, at the greater of (i) the maximum aggregate amount that would be payable upon maturity, redemption, repayment or repurchase thereof (or of Disqualified Stock or Indebtedness into which such Disqualified Stock is convertible or exchangeable) and (ii) the maximum liquidation preference of such Disqualified Stock. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

" Indemnified Taxes " shall mean Taxes (including Other Taxes) other than Excluded Taxes.

" Indemnitee " shall have the meaning assigned to such term in Section 9.05(b).

" Index Debt " shall mean senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person or subject to any other credit enhancement.

" INTECH " shall mean INTECH Investment Management LLC, a Delaware limited liability company (formerly known as Enhanced Investment Technologies, LLC).

" Interest Election Request " shall have the meaning assigned to such term in Section 2.06(b).

" Interest Period " shall mean (a) as to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3, 6 or, if available to all the Lenders, 9 months thereafter, as the Borrower may elect, (b) as to any Fixed Rate Borrowing, the period commencing on the date of such Borrowing and ending on the date specified in the Competitive Bids in which the offers to make the Fixed Rate Loans comprising such Borrowing were extended, which shall not be later than 360 days after the date of such Borrowing and (c) as to any Swingline Borrowing, the period commencing on the date of such Swingline Loan and ending on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided that on each date that a Standby Loan is borrowed, the Borrower shall repay all Swingline Loans then outstanding. Notwithstanding the foregoing, (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the

case of Eurodollar Borrowings only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Standby Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

" Investment " shall mean, with respect to a specified Person, any Equity Interests, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, or any capital contribution or loans or advances (other than advances made in the ordinary course of business that would be recorded as accounts receivable on the balance sheet of the specified Person prepared in accordance with GAAP) to, Guarantees of any Indebtedness or other obligations of, or any other investment in, any other Person that are held or made by the specified Person. The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, (b) any Investment in the form of a Guarantee shall be the principal amount outstanding on such date of Indebtedness or other obligation guaranteed thereby (or, in the case of a Guarantee of an obligation that does not have a principal amount, the maximum monetary exposure of the guarantor as of such date under such Guarantee (as determined reasonably and in good faith by a Financial Officer of the Borrower)), (c) any Investment in the form of a transfer of cash or other property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the amount of such cash or the fair market value (as determined reasonably and in good faith by a Financial Officer of the Borrower) of such other property as of the time of the transfer, without any adjustment for increases or decreases in value of, or write-ups, write-downs or write offs with respect to, such Investment, (d) any Investment (other than any Investment referred to in clause (a), (b) or (c) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus the cost of all additions, as of such date, thereto, and minus the amount, as of such date, of any portion of such Investment repaid to the investor in cash as a repayment of principal or a return of capital, as the case may be, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment, and (e) any Investment (other than any Investment referred to in clause (a), (b), (c) or (d) above) by the specified Person in any other Person resulting from the issuance by such other Person of its Equity Interests to the specified Person shall be the fair market value (as determined reasonably and in good faith by a Financial Officer of the Borrower) of such Equity Interests at the time of the issuance thereof.

" IRS " shall mean the United States Internal Revenue Service.

" Janus Capital International Limited " shall mean Janus Capital International Limited, a company incorporated under the laws of England and Wales.

" Janus Capital Trust Manager Limited " shall mean Janus Capital Trust Manager Limited, an Irish single-member private company limited by shares.

" Janus International Holding LLC " shall mean Janus International Holding LLC, a Nevada limited liability company.

" JPMorgan Parties " shall have the meaning assigned to such term in Section 9.17(e).

" Lenders " shall mean the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that

shall have ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the context clearly indicates otherwise, the term "Lenders" shall include the Swingline Lender.

" LIBO Rate " shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on the Reuters "LIBOR01" screen (or on any successor or substitute screen of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such screen of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the " LIBO Rate " with respect to such Eurodollar Borrowings for such Interest Period shall be the average (rounded upward to the nearest whole multiple of ¹ / 16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which dollar deposits are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 a.m., London time, two Business Days before the first day of such Interest Period in an amount substantially equal to the amount that would be the Reference Banks' respective ratable shares of such Eurodollar Borrowing if such Eurodollar Borrowing were to be a Standby Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period.

" Lien " shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, charge, security interest or other encumbrance on, in or of such asset, including any security agreement to provide any of the foregoing, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. For the avoidance of doubt, the term "Lien" shall not include licenses of Intellectual Property.

" LLC Guarantee " shall mean the Guarantee Agreement dated as of the Closing Date between the Guarantor and the Administrative Agent, substantially in the form of Exhibit D.

" Loan " shall mean a Competitive Loan, a Standby Loan or a Swingline Loan, whether made as a Eurodollar Loan, an ABR Loan or a Fixed Rate Loan, each as permitted hereby.

" Loan Documents " shall mean this Agreement, the Fee Letter and the LLC Guarantee.

" Loan Parties " shall mean the Borrower and the Guarantor.

" Long-Term Assets Under Management " shall mean, as of the close of business in New York City on any Business Day, the daily total of long-term assets under management of the Borrower and the Consolidated Subsidiaries on such date (excluding money market fund assets), determined in a manner consistent with the calculation methodology reported in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (as the same may be amended or restated to correct any misstatements therein).

" Margin Stock " shall have the meaning given such term under Regulation U.

" Material Adverse Effect " shall mean a material adverse effect on (a) the business, operations, property or financial condition of the Borrower and the Subsidiaries, taken as a whole, (b) the ability of either Loan Party to perform its obligations under any Loan Document to which it is a party or (c) the rights or remedies available to the Lenders under any Loan Document; provided that, for purposes of clause (a) above, no Disclosed Matter will constitute a Material Adverse Effect.

" Material Indebtedness " shall mean (i) Indebtedness (other than Indebtedness under the Loan Documents) in an aggregate principal amount of $25,000,000 or more or (ii) obligations in respect of one or more Hedging Agreements in an aggregate principal amount of $25,000,000 or more, in either case, of any one or more of the Borrower and the Subsidiaries. For purposes of determining Material Indebtedness, the "principal amount" of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

" Maturity Date " shall mean October 3, 2011, or if the Required Lenders shall have agreed pursuant to Section 2.13 to a Maturity Date Extension Request, then, as to the Consenting Lenders, the date that is 364 days thereafter.

" Maturity Date Extension Request " shall mean a request by the Borrower, substantially in the form of Exhibit E hereto or such other form as shall be approved by the Administrative Agent, for the extension of the Maturity Date pursuant to Section 2.13.

" Maximum Rate " shall have the meaning assigned to such term in Section 9.09.

" Minimum AUM " shall mean $100,000,000,000.

" Minimum Ownership Percentage " shall have the meaning assigned to such term in Section 5.01(c).

" Moody's " shall mean Moody's Investors Service, Inc.

" Multiemployer Plan " shall mean a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA as to which the Borrower or any member of the Controlled Group may have any liability.

" Net Proceeds " shall mean, with respect to any event (a) the cash proceeds received in respect of such event, including any cash received in respect of any noncash proceeds, but only as and when received, net of (b) the sum, without duplication, of (i) all reasonable fees and out-of-pocket expenses paid in connection with such event by the Borrower and the Subsidiaries to Persons that are not Affiliates of the Borrower or any Subsidiary (including, in the case of the issuance of any preferred Equity Interests in the Borrower, underwriting discounts and commissions paid in connection therewith), (ii) in the case of a sale, transfer or other disposition of any asset, the amount of all payments required to be made by the Borrower and the Subsidiaries as a result of such event to repay secured Indebtedness (other than Loans) and (iii) the amount of all Taxes paid (or reasonably estimated to be payable) by the Borrower and the Subsidiaries, and the amount of any reserves established by the Borrower and the Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of the Borrower).

" New Lending Office " shall have the meaning assigned to such term in Section 2.21(f).

" Non-Consenting Lender " shall have the meaning assigned to such term in Section 2.22.

" Obligations " shall mean the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under or out of this Agreement or any other Loan Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

" Parent " shall mean, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

" Participant Register " shall have the meaning assigned to such term in Section 9.04(e).

" Patriot Act " shall have the meaning assigned to such term in Section 9.18.

" PBGC " shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

" Perkins " shall mean Perkins Investment Management LLC, a Delaware limited liability company (formerly known as Perkins, Wolf, McDonnell and Company LLC).

" Permitted B Share Recourse Financing Transaction " shall mean any pledge by the Borrower of the B Share Fees to third parties in order to secure Indebtedness extended to the Borrower by such third parties; provided that the Administrative Agent shall be reasonably satisfied with the structure and documentation for such transaction and that the terms of such transaction, including the advance rate and any termination events, shall be consistent with those prevailing in the market at the time for similar transactions.

" Permitted B Share Transaction " shall mean a Permitted B Share True Sale Transaction or a Permitted B Share Recourse Financing Transaction.

" Permitted B Share True Sale Transaction " shall mean any sale by the Borrower of B Share Fees to a B Share Purchaser in a true sale transaction without any recourse based upon the collectability of the B Share Fees sold and the sale or pledge of such B Share Fees (or an interest therein) by such B Share Purchaser, in each case without any Guarantee by, or other recourse to, or credit support by, the Borrower or any Subsidiary (other than to such B Share Purchaser, if it is a Finance Subsidiary) or recourse to any assets of the Borrower or any Subsidiary; provided that the Administrative Agent shall be reasonably satisfied with the structure and documentation for such transaction and that the terms of such transaction, including the price at which B Share Fees are sold to such B Share Purchaser and any termination events, shall be consistent with those prevailing in the market at the time for similar transactions.

" Permitted Investments " shall mean:

(b) investments in commercial paper maturing within a year from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or Moody's;

(c) investments in certificates of deposit, banker's acceptances and time deposits maturing within a year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;

(e) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (c) above;

(f) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000; and

(g) in the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes.

" Person " shall mean any natural person, corporation, trust, joint venture, association, company, partnership, limited liability company, Governmental Authority or other entity.

" Platform " shall have the meaning assigned to such term in Section 9.17(b).

" Prime Rate " shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City. The Prime Rate is not intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors. Each change in the Prime Rate shall be effective on the date such change is publicly announced as effective.

" Pro Rata Percentage " of any Lender at any time shall mean the percentage of the Total Commitment represented by such Lender's Commitment at such time; provided that in the case that a Defaulting Lender shall exist, "Pro Rata Percentage" shall mean the percentage of the Total Commitment (disregarding any Defaulting Lender's Commitment) represented by such Lender's Commitment at such time. In the event that the Total Commitment shall have expired or been terminated, the Pro Rata Percentage with respect to any Lender shall be such Lender's Pro Rata Percentage most recently in effect prior to such expiration or termination of the Total Commitment,

giving effect to any subsequent assignments pursuant to Section 9.04 and to any Lender's status as a Defaulting Lender (whose Commitment shall be disregarded) at the time of determination.

" RCRA " shall mean the Resources Conservation and Recovery Act, as the same may be amended from time to time.

" Recipient " shall mean, as applicable, (a) any Person to which any payment on account of any obligation of a Loan Party under any Loan Document is made or owed, including the Administrative Agent or any Lender or (b) the beneficial owner of any Person described in clause (a).

" Reference Banks " shall mean JPMorgan Chase Bank, N.A. and Bank of America, N.A.

" Register " shall have the meaning assigned to such term in Section 9.04(c).

" Regulation D " shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Regulation U " shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Regulation X " shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Replacement Indebtedness " shall mean, in respect of any Indebtedness (" Original Indebtedness "), Indebtedness extending the maturity of or refunding, refinancing or replacing, in whole or in part, such Original Indebtedness; provided that (a) the principal amount of such Replacement Indebtedness shall not exceed the principal amount of such Original Indebtedness except by an amount no greater than accrued and unpaid interest with respect to such Original Indebtedness and reasonable fees, premium and expenses relating to such extension, refunding, refinancing or replacing; (b) no Subsidiary shall be liable for any such Replacement Indebtedness that shall not have been liable for such Original Indebtedness (or would not have been required to guarantee such Original Indebtedness pursuant to the terms thereof); (c) if such Original Indebtedness shall have been subordinated to the Obligations, such Replacement Indebtedness shall be subordinated to the Obligations on terms (taken as a whole) not less favorable to the Lenders; (d) such Replacement Indebtedness shall not have a shorter maturity than the Original Indebtedness and shall not be subject to any requirement not applicable to such Original Indebtedness that such Replacement Indebtedness be prepaid, redeemed, repurchased or defeased on one or more scheduled dates or upon the happening of one or more events (other than events of default, change of control events, or assets sales) before the maturity of such Original Indebtedness; (e) the incurrence of any Replacement Indebtedness that refunds, refinances or replaces Original Indebtedness under any revolving credit or similar facility shall be accompanied by the termination of commitments under such facility equal in amount to such Original Indebtedness so refunded, refinanced or replaced; and (f) such Replacement Indebtedness shall not be secured by any Lien on any asset other than the assets that secured such Original Indebtedness (or would have been required to secure such Original Indebtedness pursuant to the terms thereof).

" Revolving Credit Exposure " shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Standby Loans of such Lender plus the aggregate amount at such time of such Lender's Swingline Exposure.

" Sale and Leaseback Transaction " shall have the meaning assigned to such term in Section 6.03.

" S&P " shall mean Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.

" SPC " shall have the meaning set forth in Section 9.04(f).

" Standby Borrowing Request " shall mean a written request made by the Borrower pursuant to Section 2.04, which shall be in the form of Exhibit A-5.

" Standby Loans " shall mean the revolving loans made by the Lenders to the Borrower pursuant to Sections 2.01 and 2.04. Each Standby Loan shall be a Eurodollar Standby Loan or an ABR Loan.

" Statutory Reserves " shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority to which the Administrative Agent is subject for Eurocurrency Liabilities (as defined in Regulation D). Such reserve percentages shall include any imposed pursuant to Regulation D. Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities and to be subject to such reserve requirements without benefits of or credit for proration, exemptions or offsets. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

" Subsidiary " shall mean any direct or indirect subsidiary of the Borrower. For the avoidance of doubt, it is understood and agreed that term "Subsidiary" for purposes of the Loan Documents shall not include entities registered as "investment companies" under the Investment Company Act of 1940, as amended, to which the Borrower or its Subsidiaries provide services.

" Swingline Borrowing " shall mean a borrowing consisting of a Swingline Loan.

" Swingline Exposure " shall mean, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

" Swingline Lender " shall mean JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.

" Swingline Loan " shall mean a Loan made pursuant to Section 2.05.

" Total Commitment " shall mean at any time the aggregate amount of the Lenders' Commitments at such time.

" Transactions " shall have the meaning assigned to such term in Section 3.02.

" U.S. Person " shall mean a "United States person" within the meaning of Section 7701(a)(30) of the Code.

" Withholding Agent " shall mean either Loan Party and the Administrative Agent.

SECTION 1.02 Terms Generally . The definitions of terms herein shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". The words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word "law" shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law), and all

judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person's successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. All references herein to "the date hereof" or "the date of this Agreement" shall be interpreted as references to the Closing Date.

SECTION 1.03 Accounting Terms . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that (a) for purposes of determining compliance with any covenant set forth in Article VI, such terms shall be construed in accordance with GAAP as in effect on the Closing Date applied on a basis consistent with the application used in preparing the Borrower's audited consolidated financial statements referred to in Section 3.05 and (b) for purposes of determining compliance with any covenant set forth in Article VI, no effect shall be given to any election under Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities , to value any Indebtedness of the Borrower or any Subsidiary at "fair value", as defined therein. In the event that any change in GAAP materially affects any provision of this Agreement, the parties hereto agree that, at the request of the Borrower or the Required Lenders, they shall negotiate in good faith in order to amend the affected provisions in such a way as will restore the parties to their respective positions prior to such change, and, following any such request, until such amendment becomes effective, the Borrower's compliance with such provisions shall be determined on the basis of GAAP as in effect immediately before such change in GAAP became effective.

ARTICLE II

THE CREDITS

SECTION 2.01 Commitments . Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Standby Loans to the Borrower, at any time and from time to time on and after the date hereof and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount that will not result in (a) the Revolving Credit Exposure of such Lender exceeding such Lender's Commitment or (b) the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of all Competitive Loans outstanding at the time exceeding the Total Commitment at the time. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow hereunder, subject to the terms, conditions and limitations set forth herein.

SECTION 2.02 Loans . (a) Each Standby Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their Commitments. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. At the time of the commencement of each Interest Period for any Eurodollar Standby Borrowing, such Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that such

Borrowing may be in an aggregate principal amount that is equal to the entire unused balance of the Total Commitment. Each Competitive Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $10,000,000.

(b) Each Competitive Borrowing shall be comprised entirely of Eurodollar Competitive Loans or Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurodollar Standby Loans or ABR Loans, as the Borrower may request pursuant to Section 2.03 or 2.04, as applicable. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option (i) in the case of any failure by such branch or Affiliate to make such Loan, shall not relieve such Lender of its obligation to the Borrower hereunder and (ii) shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that the Borrower shall not be entitled to request any Borrowing which, if made, would result in an aggregate of more than 10 separate Standby Loans of any Lender being outstanding hereunder at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans.

(c) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof (i) in the case of a Eurodollar Loan, by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 12:00 noon, New York City time, on such date and (ii) in the case of an ABR Loan or a Fixed Rate Loan, by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 3:00 p.m., New York City time, on such date, and the Administrative Agent shall promptly credit the amounts so received to the general deposit account of the Borrower with the Administrative Agent. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several, and no Lender shall be responsible for any other Lender's failure to make Loans as required hereby. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement.

SECTION 2.03 Competitive Bid Procedure . (a) In order to request Competitive Bids, the Borrower shall hand deliver, e-mail or fax to the Administrative Agent a duly completed and executed Competitive Bid Request, to be received by the Administrative Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 1:00 p.m., New York City time, four Business Days before the date of the requested Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later

than 1:00 p.m., New York City time, one Business Day before the date of the requested Competitive Borrowing; provided that no Competitive Bids shall be requested if, after giving effect to the Competitive Loans requested thereby, the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of all Competitive Loans outstanding at the time would exceed the Total Commitment at the time. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected by the Administrative Agent in its sole discretion, and the Administrative Agent shall promptly notify the Borrower of any such rejection in writing. Each request for Competitive Bids shall refer to this Agreement and specify (x) whether the Competitive Borrowing then being requested is to be a Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, (y) the date of such Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite the Lenders, by means of the notice in the form of Exhibit A-2, to bid, on the terms and conditions of this Agreement, to make Competitive Loans requested pursuant to such Competitive Bid Request.

(b) Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Lender shall be substantially in the form of Exhibit A-3 and must be received by the Administrative Agent (by hand delivery, e-mail or fax) (i) in the case of a Eurodollar Competitive Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the requested Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City time, on the day of the requested Competitive Borrowing. Multiple bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Administrative Agent after conferring with, and upon the instruction of, the Borrower, and the Administrative Agent shall notify the Lender making such nonconforming Competitive Bids of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the requested Competitive Borrowing) of the Competitive Loan or Loans that the Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period with respect thereto. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable.

(c) With respect to each Competitive Bid Request, the Administrative Agent shall promptly notify the Borrower by fax of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each Competitive Bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section.

Request, (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the Competitive Bids made pursuant thereto, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate principal amount of the Competitive Loans offered pursuant to the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if the Borrower shall accept a Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of Competitive Bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, (v) the Borrower shall not accept a Competitive Bid or Competitive Bids, or a portion of such bid or bids, if, after giving effect thereto, the sum of the Revolving Credit Exposures of all the Lenders and the aggregate principal amount of all Competitive Loans outstanding at the time shall exceed the Total Commitment at the time and (vi) except pursuant to clauses (iv) and (v) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $10,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $10,000,000 because of the provisions of clause (iv) or (v) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) above, the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable.

(e) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate), and each bidding Lender whose Competitive Bid has been accepted will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan to the extent its Competitive Bid has been accepted.

(f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request.

(g) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time by which the other Lenders are required to submit their bids to the Administrative Agent pursuant to paragraph (b) above.

(h) All notices required by this Section shall be given in accordance with Section 9.01.

SECTION 2.04 Standby Borrowing Procedure. In order to request a Standby Borrowing, the Borrower shall hand deliver, e-mail or fax to the Administrative Agent a duly completed and executed Standby Borrowing Request (a) in the case of a Eurodollar Standby Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the requested Standby Borrowing and (b) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the day of the requested Standby Borrowing. Each such request shall be irrevocable and shall specify (i) whether the Borrowing then being requested is to be a Eurodollar Standby Borrowing or an ABR Borrowing; (ii) the date of such Standby Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Standby Borrowing, the Interest Period with respect thereto. If no election as to the Type of Standby Borrowing is specified in any such request, then the requested Standby Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Standby Borrowing is specified in any such request, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the Lenders of any request given pursuant to this Section and of each Lender's portion of the requested Borrowing.

SECTION 2.05 Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time on and after the date hereof and until the earlier of the Maturity Date and the termination of the Commitments in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all outstanding Swingline Loans exceeding $30,000,000 or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the Total Commitment then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Swingline Loans. Swingline Loans shall be ABR Loans.

(b) Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 1:00 P.M., New York City time, on the proposed borrowing date), specifying (i) the amount of the Swingline Loan to be borrowed and (ii) the requested borrowing date (which shall be a Business Day prior to the Maturity Date). Not later than 3:00 P.M., New York City time, on the borrowing date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such borrowing date by depositing such proceeds in the account of the Borrower with the Administrative Agent on such borrowing date in immediately available funds.

(c) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day's notice given by the Swingline Lender no later than 12:00 Noon, New York City time, request each Lender to make, and each Lender hereby agrees to make, a Standby Loan, in an amount equal to such Lender's Pro Rata Percentage of the aggregate amount of the Swingline Loans (the " Refunded Swingline Loans ") outstanding on the date of such notice, to repay the Swingline Lender. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender's Pro Rata Percentage of such Swingline Loan or Loans. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders). The Standby Loans so received by the Administrative Agent shall be immediately made

available by it to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans.

(d) If prior to the time a Standby Loan would have otherwise been made pursuant to Section 2.05(c), one of the events described in clauses (g) or (h) of Article VII shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Standby Loans may not be made as contemplated by Section 2.05(c), each Lender shall, on the date such Standby Loan was to have been made pursuant to the notice referred to in Section 2.05(c), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the " Swingline Participation Amount ") equal to (i) such Lender's Pro Rata Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Standby Loans.

(e) Whenever, at any time after the Swingline Lender has received from any Lender such Lender's Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided , however , that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(f) Each Lender's obligation to make the Loans referred to in Section 2.05(c) and to purchase participating interests pursuant to Section 2.05(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, the Guarantor or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

SECTION 2.06 Standby Interest Elections. (a) Each Standby Borrowing initially shall be of the Type specified in the applicable Standby Borrowing Request and, in the case of a Eurodollar Standby Borrowing, shall have an initial Interest Period as specified in such Standby Borrowing Request. Thereafter, the Borrower may elect to convert such Standby Borrowing to a Standby Borrowing of a different Type or to continue such Standby Borrowing and, in the case of a Eurodollar Standby Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Standby Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Standby Loans comprising such Standby Borrowing, and the Standby Loans comprising each such portion shall be considered a separate Standby Borrowing. This Section shall not apply to Competitive Borrowings or Swingline Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election (each, an " Interest Election Request ") by telephone by the time that a Standby Borrowing Request would be required under Section 2.04 if the Borrower were requesting a Standby Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be

confirmed promptly by hand delivery or fax to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Standby Borrowing is to be an ABR Borrowing or a Eurodollar Standby Borrowing; and

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Standby Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Standby Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Standby Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Standby Borrowing may be converted to or continued as a Eurodollar Standby Borrowing and (ii) unless repaid, each Eurodollar Standby Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.07 Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (the " Commitment Fee "), which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the Closing Date to but excluding the date on which such Commitment terminates. Accrued Commitment Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Closing Date. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees, (i) the Commitment of a Lender shall be deemed to be used to the extent of such Lender's Revolving Credit Exposure (excluding its Swingline Exposure) and (ii) the outstanding Competitive Loans of any Lender shall be disregarded.

(b) The Borrower agrees to pay the Administrative Agent, for its own account, the fees (the " Administrative Agent's Fees ") at the times and in the amounts agreed by the Borrower in the Fee Letter.

(c) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders. Once paid, none of the Fees shall be refundable under any circumstances absent manifest error.

SECTION 2.08 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) on the Maturity Date to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Standby Loan and (ii) on the last day of the Interest Period applicable thereto to the Administrative Agent for the applicable Lender(s) the then unpaid principal amount of each Competitive Loan. The Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof. The entries made in the accounts maintained pursuant to this Section shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms or cause the Borrower's obligations to be greater than they would have been absent such failure or error.

(c) Any Lender may request that Loans made by it to the Borrower be evidenced by a promissory note of the Borrower. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.09 Interest on Loans. (a) Subject to Section 2.10, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurodollar Standby Loan, the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate, and (ii) in the case of each Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the Borrower pursuant to Section 2.03. Accrued interest on each Eurodollar Loan shall be payable in arrears on each Interest Payment Date for such Loan. Each Reference Bank agrees upon the request of the Administrative Agent to furnish to the Administrative Agent timely information for the purpose of determining the LIBO Rate and the Adjusted LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks, and such determination shall be conclusive absent manifest error.

(b) Subject to Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate. Accrued interest on each ABR Loan shall be payable in arrears on each Interest Payment Date for such Loan. The Alternate Base Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(c) Subject to Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the Borrower pursuant to Section 2.03. Accrued interest on each Fixed Rate Loan shall be payable in arrears on each Interest Payment Date.

SECTION 2.10 Default Interest. Notwithstanding anything to the contrary herein, (a) upon the occurrence and during the continuance of an Event of Default under clause (b) of Article VII with respect to any Loan, the Borrower shall pay interest on the overdue principal amount of such Loan, payable in arrears on the dates referred to in Section 2.09, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal at all times to 2% per annum above the rate per annum required to be paid on such Standby Loan and such Swingline Loan pursuant to Section 2.09(a) or (b), as applicable, and (b) to the fullest extent permitted by law, the Borrower shall pay interest on the amount of any interest, fee or other amount payable hereunder (other than the principal of any Standby Loan) that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) equal at all times to 2% per annum above the rate per annum required to be paid on ABR Loans pursuant to Section 2.09(b).

SECTION 2.11 Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (a) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent and (b) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. In the event of any such determination, the Lenders shall negotiate with the Borrower, at its request, as to the interest rate which the Loans comprising such an ABR Borrowing shall bear; provided that such Loans shall bear interest as provided in Section 2.09(b) pending the execution by the Borrower and each Lender of a written agreement providing for a different interest rate. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

SECTION 2.12 Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, without penalty but subject to Section 2.17, the Total

Commitment; provided that (i) each partial reduction of the Total Commitment shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.14, the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of all Competitive Loans outstanding at the time would exceed the Total Commitment.

(c) Each reduction in the Total Commitment under this Section 2.12 shall be made ratably among the Lenders in accordance with their respective Commitments. The Borrower shall pay to the Administrative Agent for the account of the Lenders, on the date of each termination or reduction of the Total Commitment under this Section 2.12, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction.

SECTION 2.13 Extension of Maturity Date. Notwithstanding anything contained herein to the contrary, the Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days (or such shorter period as the Administrative Agent may consent to) and not more than 60 days prior to the anniversary of the Closing Date, request that the Lenders extend the Maturity Date for an additional period of 364 days. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day (or such later date as the Borrower and the Administrative Agent may consent to) after the date of the Administrative Agent's receipt of the Borrower's Maturity Date Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a " Consenting Lender ", and each Lender declining to agree to a requested extension being called a " Declining Lender "). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. Notwithstanding anything contained herein to the contrary, so long as Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the date that is 364 days after the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the " Existing Maturity Date "). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.14 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures plus the aggregate outstanding principal amount of the Competitive Loans would not exceed the Total Commitment. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 2.22, at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Existing Maturity Date pursuant to this paragraph shall become effective unless on the Existing Maturity Date the conditions set forth in Section 4.01(e) and (f) (in each case, to the extent reasonably requested by the Administrative Agent), and 4.02(b), (c) and (d) shall be satisfied (with all references in Section 4.02 to a Borrowing being deemed to be references to such increase/extension) and the Administrative Agent shall have received a certificate to the effect that the conditions set forth in Section 4.02(b), (c) and (d) have been satisfied dated such date and executed by a Financial Officer of the Borrower.

SECTION 2.14 Prepayment. (a) The Borrower shall have the right, at any time and from time to time, to prepay any Standby Borrowing, in whole or in part, upon giving written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent prior to (i) 1:00 p.m., New York City time, two Business Days prior to the date of prepayment, in the case of Eurodollar Standby Loans, and (ii) before 1:00 p.m., New York City time, on the Business Day of the date of prepayment, in the case of ABR Loans; provided that each partial prepayment shall be in an amount which is an integral multiple of $1,000,000 and not less than (A) $5,000,000 in the case of a Eurodollar Standby Borrowing and (B) $1,000,000 in the case of an ABR Borrowing or, if less, the aggregate principal amount of such Standby Borrowing. The Borrower shall not have the right to prepay any Competitive Borrowing except pursuant to clause (b) below.

(b) In the event and on each occasion that the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of all Competitive Loans outstanding exceeds, on any day, the Total Commitment (including as a result of any reduction in the Total Commitment pursuant to Section 2.12), the Borrower shall, on such day, (i) prepay Standby Borrowings in an amount equal to the lesser of the aggregate principal amount of the Standby Borrowings then outstanding and the amount of such excess and (ii) to the extent the amount of such excess shall exceed the aggregate principal amount of the Standby Borrowings then outstanding, prepay Competitive Borrowings in an amount sufficient to eliminate such remaining excess. In the event of a termination of all of the Commitments, the Borrower shall repay or prepay all the outstanding Loans on the date of such termination.

(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Standby Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Standby Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments under this Section shall be subject to Section 2.17, but shall otherwise be without premium or penalty. All prepayments under this Section shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment.

SECTION 2.15 Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal or applicable lending office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan or Fixed Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the direct cost to such Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

(b) If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the Closing Date of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement or the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.

SECTION 2.16 Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrower and to the Administrative Agent, such Lender may:

In the event any Lender shall exercise its rights under clause (i) or (ii) above, and (x) all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans and (y) such Lender shall negotiate with the Borrower, at its request, as to the interest rate which such ABR Loans shall bear; provided that such Loans shall bear interest as provided in Section 2.09(b) pending the execution by the Borrower and such Lender of a written agreement providing for a different interest rate.

(b) For purposes of this Section, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to

such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

SECTION 2.17 Indemnity. The Borrower shall indemnify each Lender against any loss (other than loss of profits) or expense which such Lender may sustain or incur as a consequence of (a) any failure by the Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by the Borrower to borrow or to refinance or continue any Loan hereunder, for any reason other than a default by such Lender, after irrevocable notice of such borrowing, refinancing or continuation has been given pursuant to Section 2.03, 2.04, 2.05 or 2.06, (c) any payment, prepayment or conversion of a Eurodollar Loan or Fixed Rate Loan required by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period applicable thereto (including as a result of the occurrence of any Event of Default) or (d) any default in payment or prepayment by the Borrower of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), including, in each such case, any loss (other than loss of profits) or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan or Fixed Rate Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed (assumed to be the Adjusted LIBO Rate or, in the case of a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment or failure to borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or not borrowed for such period or Interest Period, as the case may be. This Section 2.17 shall not apply with respect to Taxes, other than Taxes that represent losses or damages arising from any non-Tax claim.

SECTION 2.18 Pro Rata Treatment. Except as required under Section 2.13, Section 2.16 or Section 2.24, each Standby Borrowing, each payment or prepayment of principal of any Standby Borrowing, each payment of interest on the Standby Loans, each payment of the Commitment Fees, each reduction of the Commitments and each refinancing of any Borrowing with a Standby Borrowing of any Type, shall be allocated pro rata among the Lenders in accordance with their respective Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Standby Loans). Each payment of principal of any Competitive Borrowing shall be allocated pro rata among the Lenders participating in such Borrowing in accordance with the respective principal amounts of their outstanding Competitive Loans comprising such Borrowing. Each payment of interest on any Competitive Borrowing shall be allocated pro rata among the Lenders participating in such Borrowing in accordance with the respective amounts of accrued and unpaid interest on their outstanding Competitive Loans comprising such Borrowing. For purposes of determining the available Commitments of the Lenders at any time, each outstanding Competitive Borrowing and each outstanding Swingline Loan shall be deemed to have utilized the Commitments of the Lenders (including those Lenders which shall not have made Loans as part of such Competitive Borrowing and those Lenders that shall not have made Swingline Loans) pro rata in accordance with such respective Commitments, except as set forth in Section 2.07(a). Each Lender agrees that in computing such Lender's portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender's percentage of such Borrowing to the next higher or lower whole dollar amount.

SECTION 2.19 Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim

under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Standby Loan or Loans or participations in Swingline Loans as a result of which the unpaid principal portion of the Standby Loans or participations in Swingline Loans of such Lender shall be proportionately less than the unpaid principal portion of the Standby Loans or participations in Swingline Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Standby Loans and participations in Swingline Loans of such other Lender, so that the aggregate unpaid principal amount of the Standby Loans and participations in the Standby Loans and participations in Swingline Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans and participations in Swingline Loans then outstanding as the principal amount of its Standby Loans and Swingline Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans and participations in Swingline Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided , however , that, if any such purchase or purchases or adjustments shall be made pursuant to this Section and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation pursuant to the foregoing arrangements deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Standby Loan or Swingline Loan directly to the Borrower in the amount of such participation.

SECTION 2.20 Payments. (a) The Borrower shall make each payment (including principal of or interest on any Borrowing or any Fees or other amounts but excluding principal and interest on Swingline Loans, which shall be paid directly to the Swingline Lender except as provided in Section 2.05(c)) hereunder and under any other Loan Document not later than prior to 1:00 p.m., New York City time, on the due date thereof to the Administrative Agent at the Funding Office, in dollars and in immediately available funds.

SECTION 2.21 Taxes. (a) Each payment by or on behalf of either Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law, as modified by the practice then in effect of any Governmental Authority. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. To the extent that such Taxes are Indemnified Taxes, then the amount payable by or on behalf of the applicable Loan Party shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section 2.21), the applicable Recipient receives the amount it would have received had no such withholding been made.

(b) The Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Within 30 days after any payment of Indemnified Taxes by a Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent at its address referred to in Section 9.01 the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) The Loan Parties shall jointly and severally indemnify each Recipient for the full amount of any Indemnified Taxes payable by such Recipient with respect to any Loan Document or any payment by or on behalf of such Loan Party under any Loan Document (including amounts payable under this Section 2.21) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly imposed by the relevant Governmental Authority. The indemnity under this paragraph (d) shall be paid within 30 days after the date the Recipient delivers to the applicable Loan Party a certificate stating the amount of Indemnified Taxes so payable by such Recipient. Such certificate shall be conclusive of the amount so payable absent manifest error. Such Recipient shall deliver a copy of such certificate to the Administrative Agent.

(e) The Lenders shall severally indemnify the Administrative Agent for the full amount of any Excluded Taxes payable by the Administrative Agent with respect to any Loan Document or any payment by or on behalf of either Loan Party under any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded Taxes were correctly imposed by the relevant Governmental Authority, except to the extent that any such amount or payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of the Administrative Agent. The indemnity under this paragraph (e) shall be paid within 30 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Excluded Taxes so payable by the Administrative Agent. Such certificate shall be conclusive of the amount so payable absent manifest error.

(f) (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to payments under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender shall deliver such other documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.21(f)(ii) and (iii)) shall not be required if in the Lender's judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.21. If any such form or certification expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certificate if it is legally eligible to do so.

the Borrower and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto (or, in the case of a participation holder, on or before the date such participation is effective hereunder) and on or before the date, if any, such Lender changes its applicable lending office by designating a new lending office, duly completed and executed copies of whichever of the following is applicable:

(A) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) in the case of a Lender (other than a U.S. Person) claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the "interest" article of such tax treaty and (2) with respect to all other payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty;

(E) in the case of a Lender (other than a U.S. Person) that either is not the beneficial owner of payments made under any Loan Document (including a participating Lender) or is a partnership (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided , however , that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide the certificate described in clause (D)(2) of this paragraph (f)(ii) on behalf of such partners; or

(F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Borrower or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.

(iii) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has complied with

such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this Section 2.21(f)(iii), FATCA shall include any regulations or official interpretations thereof.

(g) If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.21 (including additional amounts paid by either Loan Party pursuant to this Section 2.21), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.21 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such Recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such Recipient, shall repay to such Recipient the amount paid to such Recipient pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will any Recipient be required to pay any amount to either Loan Party pursuant to this paragraph (g) if such payment would place such Recipient in a less favorable position (on a net after-Tax basis) than such Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph (g) shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to either Loan Party or any other Person.

(h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.21 shall survive termination of the Loan Documents and payment of any obligations thereunder.

SECTION 2.22 Termination or Assignment of Commitments under Certain Circumstances. In the event that (a) any Lender shall become a Defaulting Lender, (b) any Lender shall have delivered a notice or certificate pursuant to Section 2.15 or 2.16, (c) the Borrower shall be required to make additional payments to any Lender under Section 2.21, or (d) a Lender shall become a Non-Consenting Lender (as defined below), the Borrower shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee which shall assume such obligations; provided that (i) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Borrower or such assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it), (iii) if such assignee is not a Lender, the Administrative Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Administrative Agent, (iv) in the case of any assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction of such compensation or payments thereafter and (v) the Swingline Lender shall have consented in writing to such assignment (which consent will not be unreasonably withheld). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.08 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a " Non-Consenting Lender ."

SECTION 2.23 Lending Offices and Lender Certificates; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate lending office with respect to its Eurodollar Loans and Fixed Rate Loans to reduce any liability of the Borrower to such Lender under Section 2.15 or to avoid the unavailability of Eurodollar Loans under Section 2.11 or 2.16, so long as such designation is not disadvantageous to such Lender. A good faith certificate of a Lender setting forth a reasonable basis of computation and allocation of the amount due under Section 2.15 or 2.17 shall be final, conclusive and binding on the Borrower in the absence of manifest error. The amount specified in any such certificate shall be payable on demand after receipt by the Borrower of such certificate. The obligations of the Borrower under Sections 2.15, 2.17, 2.21 and 9.05 shall survive the payment of all amounts due under any Loan Document and the termination of this Agreement.

SECTION 2.24 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) Commitment Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.07(a);

(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.08); provided that (i) such Defaulting Lender's Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused and the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender's consent;

(i) all or any part of the Swingline Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages but only to the extent that the aggregate amount of each non-Defaulting Lender's Revolving Credit Exposure does not exceed its Commitment; and

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three Business Days following notice by the Administrative Agent prepay such Swingline Exposure; and

(d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders, and participating interests in any newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).

If the Swingline Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan unless the Swingline Lender shall

have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower and the Swingline Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender's Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Competitive Loans and Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Standby Loans in accordance with its Pro Rata Percentage.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants as to itself and the Subsidiaries (other than the Excluded Subsidiary) to each of the Lenders that:

SECTION 3.01 Corporate Existence and Standing. The Borrower and each Subsidiary is duly organized, validly existing and, where such concept exists in the relevant jurisdiction of organization, in good standing under the laws of its jurisdiction of organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted where the failure to have such authority would have a Material Adverse Effect.

SECTION 3.02 Authorization and Validity. Each Loan Party has the corporate or other organizational, as applicable, power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder (collectively, the " Transactions "). The Transactions have been duly authorized by all necessary corporate or other organizational action, and if required, stockholder or other equity holder action, as applicable. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document to which either Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of the Borrower or the Guarantor, enforceable against the Borrower or the Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally.

SECTION 3.03 No Conflict; Governmental Consent. None of the Transactions will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or (ii) the Borrower's or any Subsidiary's articles or certificate of incorporation, bylaws or other organizational documents or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict therewith or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof (other than those which have been obtained or waived), is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents.

SECTION 3.04 Compliance with Laws; Environmental and Safety Matters. (a) The Borrower and each Subsidiary, to the best knowledge and belief of the Borrower, has complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, in each case, except to the extent that the failure to

comply therewith could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

(b) The Borrower and each Subsidiary has complied in all respects with all applicable Federal, state, local and other statutes, ordinances, orders, judgments, rulings and regulations relating to environmental pollution or to environmental regulation or control or to employee health or safety, in each case except to the extent that the failure to comply therewith could not, in the aggregate or individually, be reasonably expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary has received notice of any material failure so to comply which could reasonably be expected to result in a Material Adverse Effect. The Borrower's and the Subsidiaries' facilities do not manage any hazardous wastes, hazardous substances, hazardous materials, toxic substances, toxic pollutants or substances similarly denominated, as those terms or similar terms are used in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act, the Toxic Substance Control Act, the Clean Air Act, the Clean Water Act or any other applicable law relating to environmental pollution or employee health and safety, in violation in any material respect of any law or any regulations promulgated pursuant thereto. The Borrower is aware of no events, conditions or circumstances involving environmental pollution or contamination or employee health or safety that could reasonably be expected to result in liability on the part of the Borrower or any Subsidiary which could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.05 Financial Statements. The Borrower has heretofore furnished to the Lenders its (i) audited consolidated balance sheet and statements of income, changes in stockholders' equity and cash flows as of the end of and for the fiscal year ended December 31, 2009, audited by and accompanied by the opinion of Deloitte & Touche LLP, an independent registered public accounting firm and (ii) unaudited consolidated balance sheet and statements of income, changes in stockholders' equity and cash flows as of and for the fiscal quarters ended March 31, 2010 and June 30, 2010. The financial statements referred to in clauses (i) and (ii) of this Section 3.05 were prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operations of the Borrower and the Consolidated Subsidiaries as of such date and for such period (in the case of unaudited financial statements, subject to normal year-end audit adjustments and the absence of footnotes). Such balance sheet and the notes thereto, if any, disclose all material liabilities, direct or contingent, of the Borrower and the Consolidated Subsidiaries as of the date thereof.

SECTION 3.06 No Material Adverse Change. Except for any Disclosed Matter, no material adverse change in the business, properties, financial condition or results of operations of the Borrower and the Consolidated Subsidiaries has occurred since December 31, 2009. It is understood that downgrades or negative pronouncements by rating agencies and volatility in the capital markets generally shall not in and of themselves be considered material adverse changes, but that the antecedents or consequences thereof may constitute such changes (except to the extent the same constitute Disclosed Matters).

SECTION 3.07 Subsidiaries. Schedule 3.07 contains an accurate list of all the significant joint ventures and all the Subsidiaries, in each case on and as of the Closing Date, setting forth their respective jurisdictions of organization and the percentage of their respective ownership interests held by the Borrower or other Subsidiaries.

SECTION 3.08 Litigation. Except for any Disclosed Matter, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any Subsidiary that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 3.09 Material Agreements. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect.

SECTION 3.10 [RESERVED].

SECTION 3.11 Investment Company Act. Neither the Borrower nor any Subsidiary is an "investment company," required to register as such under the Investment Company Act of 1940, as amended.

SECTION 3.12 Use of Proceeds. The Borrower will use the proceeds of the Loans only for working capital and other general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.

SECTION 3.13 Taxes. The Borrower and each Subsidiary have filed all United States Federal Tax returns, in the case of the Borrower and each Domestic Subsidiary, and all other Tax returns which are required to be filed and have paid all Taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any such Subsidiary, including all Federal and state withholding Taxes and all Taxes required to be paid pursuant to applicable law, except such Taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or in the case of Tax returns or Taxes (other than Federal Tax returns and Federal taxes) where the failure to do so could not reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Borrower and the Consolidated Subsidiaries in respect of any Taxes or other governmental charges are adequate.

SECTION 3.14 Accuracy of Information. Neither the Confidential Information Memorandum nor any of the other reports, financial statements, certificates or other written or formally presented information furnished by or on behalf of the Borrower or the Guarantor to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document, included herein or therein or furnished hereunder or thereunder (in each case taken as a whole and as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, as to financial projections, forecasts or estimates, if any, that have been prepared by the Borrower and made available to the Administrative Agent, any Lender or any potential Lender, the Borrower only represents and warrants that such financial projections, forecasts or estimates have been prepared in good faith based upon assumptions believed by the management of the Borrower to be reasonable at the time of preparation (it being understood such projections, forecasts and estimates are subject to significant uncertainties and contingencies, many of which are beyond the Borrower's control, and that no assurance can be given that the projections, forecasts or estimates will be realized and the variations therefrom may be material).

SECTION 3.15 No Undisclosed Dividend Restrictions. Except for restrictions hereunder, and except for restrictions on the payment of dividends under applicable law, none of the Subsidiaries (other than the Excluded Subsidiary) is subject to any agreement, amendment or covenant that directly or indirectly (through the application of financial covenants or otherwise) restricts the ability of such entity to declare or pay dividends.

SECTION 3.16 No Default. No Default or Event of Default has occurred and is continuing.

ARTICLE IV

CONDITIONS

SECTION 4.01 Conditions Precedent to Effectiveness. This Agreement shall become effective on the date on which:

(a) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Existing Credit Agreement shall have been (or shall be substantially simultaneously) terminated, that all amounts due thereunder shall have been (or shall be substantially simultaneously) paid in accordance with its terms and that no Liens exist other than Liens permitted by the terms of this Agreement or Liens discharged on or prior to the Closing Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent.

(b) The Administrative Agent (or its counsel) shall have received either (i) a counterpart of this Agreement and of the LLC Guarantee signed on behalf of each party thereto (which may include telecopy or e-mail transmissions of signed signature pages), or (ii) written evidence reasonably satisfactory to the Agent (which may include telecopy or e-mail transmissions of signed signature pages) that this Agreement and of the LLC Guarantee have been signed on behalf of each party thereto.

(c) The Lenders, the Administrative Agent and the Arrangers shall have received all fees required to be paid, and all expenses for which invoices have been submitted to the Borrower at least one Business Day prior to the Closing Date.

(d) The Administrative Agent shall have received (i) audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

(e) The Administrative Agent shall have received a legal opinion (addressed to the Administrative Agent and each Lender party hereto on the Closing Date) from Kirkland & Ellis LLP, counsel to the Borrower, which opinion shall be reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received a legal opinion (addressed to the Administrative Agent and each Lender party hereto on the Closing Date) from Kelley A. Howes, General Counsel of the Borrower, or Curt Foust, Assistant General Counsel of the Borrower, which opinion shall be reasonably satisfactory to the Administrative Agent.

(f) The Administrative Agent shall have received the following documents and certificates, all in form and substance reasonably satisfactory to the Administrative Agent:

(i) A certificate of the Chief Financial Officer of the Borrower, dated the Closing Date, certifying (A) compliance with the condition precedent set forth in paragraph (b) of Section 4.02, and (B) the dollar amount of Long-Term Assets Under Management as of the close of business on the Business Day immediately preceding the Closing Date and for the 30 Business Days prior thereto;

(ii) A copy of the certificate or articles of incorporation or organization or certificates of formation, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to

the good standing of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority; and

(iii) A certificate of the Secretary or Assistant Secretary of each Loan Party, dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the Loan Documents to which it is a party and the transactions contemplated thereby, including, in the case of the Borrower, the Borrowings hereunder, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to subclause (ii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate delivered pursuant to this subclause (iii).

SECTION 4.02 All Borrowings. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:

(a) The Administrative Agent (or in the case of a Swingline Loan, the Swingline Lender and the Administrative Agent) shall have received a notice of such Borrowing as required by Section 2.03, 2.04 or 2.05, as applicable.

(c) At the time of, and immediately after giving effect to, such Borrowing, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate amount of all Competitive Loans outstanding at such time shall not exceed the Total Commitment.

(d) The Borrower shall be in compliance with Section 6.07(c) for the period of three consecutive Business Days ending immediately prior to the date of such Borrowing.

ARTICLE V

AFFIRMATIVE COVENANTS

The Borrower covenants and agrees with each Lender that, until the Commitments have expired or been terminated and the principal of or interest on each Loan, all Fees or all other expenses or amounts payable under any Loan Document (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) shall have been paid in full, unless the Required Lenders shall otherwise consent in writing:

SECTION 5.01 Conduct of Business; Maintenance of Ownership of Subsidiaries and Maintenance of Properties. (a) The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, carry on and conduct its business in substantially the same manner and in substantially the same

fields of enterprise as it is presently conducted; provided that no sale, transfer or disposition of assets (including by means of a merger) permitted, or other transactions expressly permitted, under Sections 6.03, 6.04 and 6.05 will be prohibited by this paragraph (a).

(b) The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to do all things necessary to remain duly organized, validly existing and, where such concept exists in the relevant jurisdiction of organization, in good standing in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect or in connection with a dissolution, merger, or disposition of a Subsidiary permitted under Section 6.04.

(c) The Borrower will at all times own, directly or indirectly, at least the Minimum Ownership Percentage of the outstanding Equity Interests of the Guarantor, free and clear of any Liens on such Equity Interests, other than statutory Liens applicable to Equity Interests or Liens arising by operation of the organizational documents or other equity rights agreements existing as of the Closing Date, which documents or agreements, if any, shall be disclosed to the Lenders. As used herein, " Minimum Ownership Percentage " shall mean 95% of the outstanding Equity Interests of the Guarantor minus the percentage of such outstanding Equity Interests represented by Equity Interests of the Guarantor awarded from time to time to any officers or employees of the Borrower or its Subsidiaries under compensation plans of the Borrower and its Subsidiaries; provided , however , that the aggregate amount of such awards of Equity Interests of the Guarantor shall not total more than 5% of the outstanding Equity Interests of the Guarantor.

(d) The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to do all things necessary, in the Borrower's reasonable business judgment, to maintain, preserve, protect and keep their properties material to the conduct of their businesses (taken as a whole) in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that their businesses (taken as a whole) carried on in connection therewith may be properly conducted in all material respects at all times, except where the failure to do so would not have a Material Adverse Effect; provided that no sale, transfer or disposition of assets (including by means of a merger) permitted under Sections 6.03, 6.04 and 6.05 will be prohibited by this paragraph (d).

SECTION 5.02 Insurance. The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, maintain, with Persons that, to its knowledge, are financially sound and reputable insurance companies, insurance on all its property in such amounts and covering such risks as is consistent with sound business practice and customary with companies engaged in similar lines of business, and the Borrower will furnish to any Lender (through the Administrative Agent) upon reasonable request full information as to the insurance carried.

SECTION 5.03 Compliance with Laws and Payment of Material Obligations and Taxes. (a) The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, comply in all material respects with all laws (including ERISA and the Fair Labor Standards Act, as amended), rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject if noncompliance therewith could reasonably be expected to have a Material Adverse Effect.

(b) The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, pay when due its material obligations, including all taxes, assessments and governmental charges and levies upon it or its income, profits or property, except (i) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside or (ii) where any failure to pay could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.04 Financial Statements, Reports, etc. The Borrower will maintain, for itself and each Subsidiary (other than the Excluded Subsidiary), a system of accounting established and administered in accordance with GAAP or IFRS, as applicable, and will furnish to the Administrative Agent and each Lender (through the Administrative Agent):

(c) together with each delivery of financial statements under clause (a) or (b) of this Section 5.04, a compliance certificate substantially in the form of Exhibit C signed by a Financial Officer of the Borrower, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.07 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the consolidated balance sheet of the Borrower most recently theretofore delivered under clause (a) or (b) of this Section 5.04 (or, prior to the first such delivery, referred to in Section 3.05) and, if any such change has occurred, specifying the effect of such change on the financial statements (including those for the prior periods) accompanying such certificate;

(d) as soon as possible and in any event within 10 Business Days after any Responsible Officer of the Borrower knows that (i) any Reportable Event has occurred with respect to any Plan, (ii) any Withdrawal Liability has been incurred with respect to any Multiemployer Plan or (iii) the Borrower or any member of the Controlled Group has received any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization within the meaning of Title IV of ERISA or in endangered or critical status within the meaning of Section 305 of ERISA or Section 432 of the Code, a statement, signed by a Financial Officer of the Borrower, describing such Reportable Event, Withdrawal Liability or notice and the action which the Borrower proposes to take with respect thereto;

(e) promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished;

(g) within 10 Business Days after the end of each calendar month, a certificate signed by a Financial Officer of the Borrower certifying as to the dollar amount of Long-Term Assets Under Management as of the close of business on each Business Day during such month;

(h) upon a reasonable request of the Administrative Agent therefor (and, in any event, no later than 12:00 noon, New York City time, on the second Business Day following the day of such request), a certificate signed by a Financial Officer of the Borrower certifying as to the dollar amount of Long-Term Assets Under Management as of the close of business on each of the three consecutive Business Days immediately preceding the date of such request;

(i) promptly after Moody's or S&P shall have announced a downgrade of the rating in effect for the Index Debt, written notice of such change; and

(j) such other information (including financial information and any information required by the Patriot Act or any other "know your customer" or similar laws or regulations) as the Administrative Agent or any Lender may from time to time reasonably request.

The financial statements (and the related audit opinions and certifications) required to be delivered by the Borrower pursuant to clauses (a) and (b) of this Section 5.04 and the reports and statements required to be delivered by the Borrower pursuant to clauses (e) and (f) of this Section 5.04 shall be deemed to have been delivered (i) when reports containing such financial statements (and the related audit opinions and certifications) or other materials are posted on the Borrower's website on the internet at http://ir.janus.com (or any successor page identified in a notice given to the Administrative Agent and the Lenders) or on the SEC's website on the internet at www.sec.gov and the Borrower has notified the Administrative Agent (who in turn shall notify the Lenders) that such reports have been so posted or (ii) when such financial statements, reports or statements are delivered in accordance with Section 9.17(a).

SECTION 5.05 Notices of Material Events. Promptly and in any event within five Business Days after a Responsible Officer of the Borrower becomes aware thereof, the Borrower will give notice in writing to the Administrative Agent and the Lenders of the occurrence of (a) any Default or Event of Default or (b) any other development, financial or otherwise, which has resulted or could reasonably be expected to result in a Material Adverse Effect.

SECTION 5.06 Books and Records; Access to Properties and Inspections. The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, keep proper books and account in which full, true and correct entries are made of all material dealings and transactions in relation to its business and activities. The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, permit the Administrative Agent and the Lenders to make reasonable inspections during regular business hours of the properties, corporate books and financial records of the Borrower or any such Subsidiary, to make reasonable examinations and copies of the books of accounts and other financial records of the Borrower or any such Subsidiary, and to discuss the affairs, finances and accounts of the Borrower or any such Subsidiary with, and to be advised as to the same by, its respective officers at such reasonable times and intervals as the Lenders may designate; provided that (a) any inspection by any Lender shall be at such Lender's own expense, (b) unless a Default or Event of Default shall have occurred and be continuing, there shall be no more than two such inspections during any fiscal year and (c) the Lenders shall coordinate the timing of their inspections through the Administrative Agent and provide reasonable written notice thereof.

SECTION 5.07 Use of Proceeds. The Borrower will use the proceeds of the Loans solely for the purposes set forth in Section 3.12.

SECTION 5.08 Existing JCIL Share Charge. The Borrower shall make commercially reasonable efforts to cause the release of the Existing JCIL Share Charge to be registered within three Business Days from the Closing Date.

ARTICLE VI

NEGATIVE COVENANTS

The Borrower covenants and agrees with each Lender that, until the Commitments have expired or been terminated and the principal of or interest on each Loan, all Fees or all other expenses or amounts payable under any Loan Document (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) shall have been paid in full, unless the Required Lenders shall otherwise consent in writing:

SECTION 6.01 Indebtedness of Subsidiaries. The Borrower will not permit any Subsidiary (other than the Excluded Subsidiary) to incur, create or suffer to exist any Indebtedness, except:

(b) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; provided that (i) any such Indebtedness owing by the Guarantor shall be at least pari passu to the Obligations, and (ii) any such Indebtedness of any Subsidiary other than the Guarantor shall be incurred in compliance with Section 6.09(b);

(d) Attributable Debt in connection with any Sale-Leaseback Transaction permitted pursuant to Section 6.03;

(f) Indebtedness existing on the Closing Date and set forth on Schedule 6.01 and any Replacement Indebtedness in respect thereof;

(g) Guarantees of Indebtedness permitted under clauses (a) through (d) of this Section 6.01; provided that such Guarantees comply with Section 6.09;

(i) Indebtedness incurred in the ordinary course of business and arising from agreements or arrangements providing for workers' compensation claims, self-insurance obligations, performance,

bid, surety, stay and appeal bonds and other similar types of performance and completion guarantees or as an account party in respect of letters of credit; and

SECTION 6.02 Liens. The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, create, incur or suffer to exist any Lien in or on its property (now or hereafter acquired), or on any income or revenues or rights in respect of any thereof, except:

(a) Liens for Taxes on its property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings or are immaterial in amount;

(b) Liens imposed by law, such as carriers', warehousemen's, materialmen's, repairmen's, landlords' and mechanics' liens and other similar liens arising in the ordinary course of business that secure payment of obligations (other than Indebtedness) that are not more than 60 days past due or that are being contested in good faith by appropriate proceedings;

(c) Liens arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;

(d) Liens arising out of deposits to secure leases, trade contracts, statutory obligations, appeal bonds, performance bonds and other obligations of like nature, in each case arising in the ordinary course of business;

(e) utility easements, rights-of-way, restrictions, zoning ordinances, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and that do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or the Subsidiaries;

(f) Liens existing on the Closing Date and described in Schedule 6.02, and Liens extending or replacing such Liens; provided that such Liens (including any such extension or replacement Liens) (i) secure only those obligations that they secured on the Closing Date and Replacement Indebtedness in respect thereof and (ii) extend only to the assets that they encumbered on the Closing Date (or that would have been required to be so secured pursuant to the terms thereof) (other than a substitution of like assets);

(g) Liens on fixed or capital assets securing Indebtedness permitted under Section 6.01(a) incurred to finance the acquisition, repair or improvement of such assets (and any Replacement Indebtedness in respect thereof); provided that such Liens extend only to such assets;

(h) Liens deemed to exist in connection with Permitted B Share Transactions; provided that such Liens extend only to B Share Fees and not to any other assets of the Borrower and the Subsidiaries;

(i) Environmental Liens securing clean-up costs or fines, not in excess of $25,000,000 in aggregate principal amount, excluding Environmental Liens that are being contested in good faith by appropriate proceedings and the enforcement of which is stayed;

(j) banker's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions; provided that such deposit accounts or funds are not established or deposited for the purpose of providing collateral for any Indebtedness and

are not subject to restrictions on access by the Borrower or any Subsidiary in excess of those required by applicable banking regulations;

(k) judgment Liens in respect of judgments that have not resulted in an Event of Default under clause (j) of Article VII;

(l) any Lien existing on any property before the acquisition thereof or existing on any property of any Person that becomes a Subsidiary after the Closing Date before the time such Person becomes a Subsidiary, and Liens extending or replacing such Liens; provided that (i) no such Lien is created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) no such Lien shall apply to any other property and (iii) no such Lien shall secure obligations other than the obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and Replacement Indebtedness in respect thereof;

(m) Liens on the Excluded Securities and the Excluded Securities Accounts; provided that (i) such Liens secure only obligations of the Borrower and the Subsidiaries in respect of the Specified Hedging Agreements and (ii) such Liens extend only to the Excluded Securities and the Excluded Securities Accounts;

(n) Liens in respect of Excess Margin Stock;

(p) Liens granted on cash or cash equivalents to defease Indebtedness of the Borrower or any of its Subsidiaries, provided that at the time each such Lien is granted, no Loans shall be outstanding;

(r) utility and similar deposits made by the Borrower or its Subsidiaries in the ordinary course of business (consistent with past practices of such Borrower or Subsidiary);

(s) temporary good faith deposits made in connection with Investments permitted hereunder;

(t) temporary Liens in connection with sales, transfers, leases, assignments or other conveyances or dispositions of securities permitted under Section 6.04, including (x) Liens on securities granted or deemed to arise in connection with and as a result of the execution, delivery or performance of contracts to sell such securities if such sale is otherwise permitted hereunder, or is required by such contracts to be permitted hereunder, and (y) rights of first refusal, options or other contractual rights or obligations to sell, assign or otherwise dispose of any securities or interest therein, which rights of first refusal, option or contractual rights are granted in connection with a sale, transfer or other disposition of securities permitted hereunder;

(u) licenses, leases or subleases granted to third parties not interfering in any material respect with the business of any Subsidiary or the Borrower; and

(q) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or Capital Leases permitted under this Agreement.

SECTION 6.03 Sale and Lease-Back Transactions. The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a " Sale and Leaseback Transaction "); provided that the Borrower or

any Subsidiary may enter into any Sale and Leaseback Transaction if (a) at the time of such transaction no Default or Event of Default shall have occurred and be continuing, (b) the proceeds from the sale of the subject property shall be at least equal to its fair market value on the date of such sale and (c) the aggregate amount of all Attributable Debt in connection with all Sale and Leaseback Transactions of the Borrower and the Subsidiaries, when taken together with the aggregate principal amount of all Indebtedness or other obligations secured by Liens permitted under Section 6.02(o), does not exceed $20,000,000 at any time outstanding.

SECTION 6.04 Mergers, Consolidations and Transfers of Assets. The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of any of its assets (whether now owned or hereafter acquired), including any Equity Interests in any Subsidiary, and will not permit any wholly-owned Subsidiary to issue any additional Equity Interests in such Subsidiary (other than to the Borrower or any other Subsidiary); provided that:

(a) the Borrower and any Subsidiary may sell or license assets (including intellectual property) in the ordinary course of business;

(b) the Borrower may sell or transfer assets in connection with Permitted B Share True Sale Transactions;

(i) any wholly owned Domestic Subsidiary may merge into, consolidate with or liquidate into (or otherwise) the Borrower in a transaction in which the Borrower is the surviving corporation;

(ii) any Subsidiary (" Affected Subsidiary ") may merge into, consolidate with or liquidate into (or otherwise) any other Subsidiary (other than the Excluded Subsidiary) in a transaction in which (x) no Person other than (A) the Borrower, (B) the Guarantor or (C) the parent of the Affected Subsidiary which parent is a Subsidiary of the Borrower receives any consideration, (y) if either of the Affected Subsidiary and such other Subsidiary is the Guarantor, the surviving Subsidiary is the Guarantor or (z) if either of the Affected Subsidiary and such other Subsidiary is a wholly owned Subsidiary, the surviving or resulting Subsidiary is a wholly-owned Subsidiary;

(iii) the Borrower and the Subsidiaries may sell, transfer, lease, license or otherwise dispose of assets (other than (A) Equity Interests in INTECH or Perkins or (B) securities of Stanfield Victoria Funding LLC (currently known as VFNC Trust)) the Net Proceeds of which do not exceed, when taken together with the Net Proceeds of all other assets sold, transferred, leased, licensed or otherwise disposed of on or after the Closing Date pursuant to this clause (iii), $100,000,000 in the aggregate; and

(iv) the Borrower and the Subsidiaries may sell, transfer, lease, license or otherwise dispose of (A) Equity Interests in, or assets of, INTECH or Perkins and (B) securities of Stanfield Victoria Funding LLC (currently known as VFNC Trust);

(d) the Borrower and the Subsidiaries may consummate any Sale and Leaseback Transaction permitted under Section 6.03;

(e) the Borrower and the Subsidiaries may make any sale, transfer, lease or other disposition to the Borrower or any Subsidiary; provided that any such sale, transfer, lease or other disposition involving a Subsidiary that is not the Guarantor shall be made in compliance with Sections 6.05 and 6.09;

(f) dispositions of non-core assets acquired in connection with permitted Investments;

(g) dispositions of cash and Permitted Investments in the ordinary course of business;

(h) the sale, lease, assignment, transfer or disposal of Investments in joint ventures required by, or made pursuant to buy/sell arrangements set forth in joint venture arrangements and similar binding arrangements; and

(i) the Borrower and the Subsidiaries may make any sales of Excess Margin Stock.

SECTION 6.05 Transactions with Affiliates. The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, sell or transfer any assets to, or purchase or acquire any assets from, or otherwise engage in any other transactions (other than any equity issuance or Restricted Payment) with, any of its Affiliates (other than the Borrower or any Subsidiary (other than the Excluded Subsidiary)), except that the Borrower or any Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions which, taken as a whole, are not less favorable to the Borrower or such Subsidiary than would prevail in an arm's-length transaction with unrelated third parties.

SECTION 6.06 Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, enter into, incur or permit to exist any agreement or other arrangement that, directly or indirectly (through the application of financial covenants or otherwise), prohibits or restricts the ability of any Subsidiary (other than the Excluded Subsidiary) to declare and pay dividends or other distributions with respect to its Equity Interests or to make or repay any loans or advances to the Borrower or to Guarantee Indebtedness of the Borrower; provided that the foregoing shall not apply to prohibitions or restrictions (i) imposed by applicable law or any Loan Document, (ii) contained in agreements relating to secured Indebtedness or Hedging Agreements permitted hereunder, if such prohibitions or restrictions apply only to (A) assets other than cash securing such Indebtedness or Hedging Agreements or (B) cash in an amount not greater than a customary overcollateralization of the principal amount of such Indebtedness that has been deposited in a collateral or similar account to cash collateralize such Indebtedness or Hedging Agreements, (iii) contained in agreements relating to the sale of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, if such prohibitions or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such sale is permitted hereunder, (iv) contained in any leases, subleases or licenses, sublicense or serve contracts restricting the assignment thereof, (v) contained in any agreement in effect on the Closing Date as any such agreement is in effect on such date, (vi) provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business restricting the transfer of related joint venture interests, (vii) in connection with the Indebtedness permitted to be incurred by this Agreement so long as such prohibitions or restrictions are no more restrictive than this Agreement or (viii) contained in any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant to a permitted Investment.

SECTION 6.07 Certain Financial Covenants. The Borrower will not:

(a) permit the Leverage Ratio on any date to exceed 4.00:1.00;

(b) permit the Interest Coverage Ratio to be less than 3.50:1.00 for any period of four fiscal quarters ending after the Closing Date; and

(c) permit Long-Term Assets Under Management to be less than or equal to the Minimum AUM, on average, for any consecutive three-Business Day period.

SECTION 6.08 Margin Stock. The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, purchase or otherwise acquire Margin Stock if, after giving effect to

any such purchase or acquisition, Margin Stock owned by the Borrower and the Subsidiaries would represent more than 25% of the assets of the Borrower and the Subsidiaries on a consolidated basis (valued in accordance with Regulation U); provided that, subject to Section 6.10, the Borrower may repurchase its capital stock pursuant to any stock buyback program approved by the Borrower's Board of Directors. For purposes of this Section 6.08, on any date of determination, Margin Stock and the total assets of the Borrower and the Subsidiaries will be valued in a manner determined by the Borrower in good faith and consistent with the requirements of Regulation U.

SECTION 6.09 Investments, Loans, Advances and Guarantees. The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, purchase, hold, acquire (including pursuant to any merger or consolidation with any Person that was not a Subsidiary prior thereto), make or otherwise permit to exist any Investment in or, in the case of clause (b) below, purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of:

(b) any other Person, except:

(i) Permitted Investments;

(ii) Investments in the Borrower or any Subsidiary (other than the Excluded Subsidiary); provided that (A) after the Closing Date, no Subsidiary shall acquire any Equity Interest in the Borrower, (B) such Subsidiary is a Subsidiary prior to the making of such Investments and (C) the aggregate amount of such Investments by Loan Parties in Subsidiaries other than the Guarantor (excluding all such Investments existing on the Closing Date and set forth on Schedule 6.09) shall not exceed $30,000,000 at any time outstanding; provided further that (x) no Investment in any Subsidiary other than the Guarantor may be made in reliance on this clause (ii) at any time that an Event of Default shall have occurred and be continuing and (y) notwithstanding the foregoing, the Borrower and the Subsidiaries shall be permitted to make accounting balance reconciliations through capital contributions, dividends and loan forgiveness, in each case in the ordinary course of business and consistent with current cash management practices;

(iii) Investments in seed financing for early-stage funds in an aggregate amount not to exceed $250,000,000 (on a cost basis and not including any amount of investments or co-investments from third parties in the Borrower or its Subsidiaries' seed capital program) at any time outstanding;

(iv) Investments made with the Net Proceeds from the issuance, after the Closing Date, of common or preferred stock in the Borrower;

(v) Investments made as a result of the receipt of noncash consideration from a sale, transfer, lease or other disposition of any asset in compliance with Section 6.04;

(vi) Investments in the form of (A) the Specified Hedging Agreements; (B) Hedging Agreements entered into to (x) hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than in respect of Equity Interests in or Indebtedness of the Borrower or any Subsidiary) or (y) effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary;

(C) any call/put spread Hedging Agreement entered into in connection with convertible Indebtedness of the Borrower; and (D) Hedging Agreements entered into in connection with the granting by the Borrower of long-term incentive awards under its "Mutual Fund Share Investment Plan", provided that such Hedging Agreements are entered into in a manner consistent with past practices;

(viii) the purchase or other acquisition by the Borrower or any Subsidiary of Equity Interests in, or all or substantially all the assets of, any Person; provided that the aggregate consideration paid therefor, together with the aggregate consideration paid for any other such purchase or acquisition consummated after the Closing Date in reliance on this clause (viii) (including, in each case, Indebtedness assumed in connection therewith) shall not exceed $50,000,000;

(xi) Investments of customer cash and customer securities;

(xii) trade receivables and prepaid expenses, in each case arising in the ordinary course of business;

(xiii) Investments for which the sole consideration provided is Equity Interests of the Borrower;

(xiv) Investments in securities received pursuant to any plan of reorganization, restructuring, workout or similar arrangement or upon the compromise of any debt created in the ordinary course of business owing to the Borrower or a Subsidiary, whether through litigation, arbitration or otherwise; and

(xv) Investments existing on the Closing Date and set forth on Schedule 6.09.

SECTION 6.10 Restricted Payments; Certain Payments of Indebtedness . (a) The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(i) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may declare and pay dividends or make other distributions (A) with respect to its common stock (x) in an amount not exceeding $0.04 per share during any fiscal year (subject to appropriate adjustment for stock splits, stock dividends, share combinations and similar transactions) or (y) payable in additional Equity Interests (other than Disqualified Stock) or (B) with respect to its preferred Equity Interests payable in cash or in additional Equity Interests (other than Disqualified Stock);

(ii) any Subsidiary may declare and pay dividends or make other Restricted Payments with respect to its capital stock, partnership or membership interests or other similar Equity Interests, ratably to the holders of such Equity Interests;

(iii) in addition to the transactions permitted under Section 6.09(b)(vii) and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and the Subsidiaries may make (A) Restricted Payments to current or former directors, officers, employees or consultants of the Borrower and the Subsidiaries pursuant to and in accordance with long term incentive plans, stock option plans or other benefit plans or agreements of the Borrower or any Subsidiary (the " Company Plans "), including in connection with the death or disability of any such person; provided that the aggregate amount of such Restricted Payments made in the form of cash since the Closing Date in reliance on this clause (iii) shall not exceed $25,000,000; or (B) Restricted Payments in the form of an exchange of outstanding stock options for new stock options pursuant to and in accordance with the Company Plans;

(v) the Borrower and the Subsidiaries may make accounting balance reconciliations among themselves through capital contributions, dividends and loan forgiveness, in each case in the ordinary course of business and consistent with current cash management practices;

(vi) so long as, after giving effect to each such purchase, redemption, retirement, acquisition, cancelation or termination, the Leverage Ratio (determined as of the end of the fiscal quarter of the Borrower most recently then ended prior to the date of the consummation thereof and for which financial statements shall have been delivered pursuant to Section 5.04(a) or 5.04(b), but giving effect on a pro forma basis to any Indebtedness incurred in connection with such purchase, redemption, retirement, acquisition, cancelation or termination) shall not exceed 3.00:1.00, the Borrower or any Subsidiary, as the case may be, may make Restricted Payments on account of any purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in INTECH and/or Perkins, in each case in amounts and at prices required pursuant to (A) operating agreements or similar governing documents of INTECH or Perkins, as the case may be, in each case as such requirements are in effect on the Closing Date, (B) employment agreements with officers of INTECH or Perkins, as the case may be, and (C) any share liquidity or withholding program for employees or officers of INTECH or Perkins, as the case may be; and

(vii) the Borrower or any Subsidiary may make any Restricted Payments; provided that at the time each such Restricted Payment is made, (A) no Event of Default shall have occurred and be continuing, or would result therefrom and (B) immediately prior to, and after giving effect to, each such Restricted Payment, no Loans shall be outstanding.

(i) payments of or in respect of Indebtedness created under the Loan Documents;

(ii) payments of regularly scheduled interest and fees and regularly scheduled or other mandatory principal payments, in each case as and when due in respect of any Indebtedness;

(iii) the refinancing or replacement of Indebtedness with Replacement Indebtedness to the extent permitted by Section 6.01;

(iv) payments of Indebtedness that becomes due as a result of the voluntary sale or transfer of assets in transactions permitted hereunder;

(iv) payments of Indebtedness of the Borrower to any of the Subsidiaries, and payments of Indebtedness owed by the Subsidiaries to the Borrower or any other Subsidiaries;

(v) payments of, or in respect of, Indebtedness made with Equity Interests (other than Disqualified Stock);

(vi) payments of Indebtedness made with the Net Proceeds from the issuance, after the Closing Date, of common or preferred stock in the Borrower; and

(vii) other payments of any Indebtedness; provided that (A) at the time each such payment is made (or irrevocable notice in respect of such payment is given) no Event of Default shall have occurred and be continuing, or would result therefrom and (B) immediately prior to, and after giving effect to each such payment, no Loans shall be outstanding.

SECTION 6.11 Limitations on Conduct of Business . Without limiting Section 5.01(a), the Borrower will not permit any Subsidiary (other than the Excluded Subsidiary) existing on the Closing Date (other than the Guarantor and the Excluded Subsidiary) to engage in any business or line of business or conduct any business activities materially different from the business, line of business or business activities conducted by such Subsidiary on the Closing Date.

SECTION 6.12 Concerning Janus Capital International Limited . (a) In the event that the aggregate amount of the regulatory capital of Janus Capital International Limited as of the end of any quarter, determined under the rules and regulations of the FSA, exceeds an amount equal to 150% of the minimum amount of the regulatory capital required to be maintained by Janus Capital International Limited as of the end of such quarter pursuant to such rules and regulations, the Borrower will cause Janus Capital International Limited to make, within 60 days following the end of such quarter and to the extent the making thereof is not prohibited by applicable law or regulation, a dividend, distribution or other Restricted Payment in cash to Janus International Holding LLC in an amount approximately equal to the amount of such excess, but only to the extent that such excess is at least equal to $5,000,000 (or its equivalent in pounds sterling).

(b) Notwithstanding anything to the contrary in Section 6.04 or 6.09(b), at all times on and after the Closing Date the Borrower shall cause Janus Capital International Limited to be a wholly-owned subsidiary of Janus International Holding LLC.

ARTICLE VII

EVENTS OF DEFAULT

In case of the occurrence of any of the following events (" Events of Default "):

(a) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary (other than Excluded Subsidiary) to the Lenders or the Administrative Agent, or any report, certificate or other written information furnished by the Borrower or any Subsidiary to the Lenders or the Administrative Agent, in each case under or in connection with any Loan Document, shall be incorrect in any material respect on the date as of which made or furnished;

(b) nonpayment by the Borrower of principal of any Loan when due;

(d) the breach by the Borrower of any of the terms or provisions of Article VI; provided that, solely in the case of Section 6.07(c), such breach shall continue unremedied for a period of 10 days;

(e) the breach by the Borrower or the Guarantor (other than a breach which constitutes an Event of Default under clause (a), (b), (c) or (d) above) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 30 days after written notice from the Administrative Agent or any Lender;

(f) the failure of the Borrower or any Subsidiary (other than the Excluded Subsidiary) to pay any Material Indebtedness (after giving effect to any cure periods, as applicable); or the occurrence of any default or any change in control or similar event that under the terms of any agreement or instrument governing any Material Indebtedness shall cause, or permit the holder or holders of such Indebtedness or a trustee or other representative acting on their behalf or, in the case of any Hedging Agreement, the applicable counterparty, to cause, such Material Indebtedness to become due prior to its stated maturity, or to require the prepayment, redemption, repurchase or defeasance thereof prior to its stated maturity or, in the case of any Hedging Agreement, to cause the early termination thereof; provided that this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness;

(g) the Borrower or any Subsidiary (other than the Excluded Subsidiary) shall (i) have an order for relief entered with respect to it under the Federal Bankruptcy Code, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make a general assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property, (v) institute any proceeding seeking an order for relief under the Federal Bankruptcy Code or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action to authorize or effect any of the foregoing actions set forth in this clause (g) or (vii) fail to contest in good faith any appointment or proceeding described in the following clause (h);

(h) without the application, approval or consent of the Borrower or any Subsidiary (other than the Excluded Subsidiary), a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Subsidiary or any substantial part of its property, or a

proceeding described in subclause (v) of the preceding clause (g) shall be instituted against the Borrower or any Subsidiary and such appointment shall continue undischarged or such proceeding shall continue undismissed or unstayed, in each case, for a period of 60 consecutive days;

(i) the Borrower or any Subsidiary shall fail within 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $25,000,000 (or its equivalent in any other currency) that is not stayed on appeal or otherwise being appropriately contested in good faith; provided that any such judgment or order shall not give rise to an Event of Default under this clause (i) if and so long as (i) the amount of such judgment or order which remains unsatisfied is covered by a valid and binding policy of insurance between the Borrower or such Subsidiary and a financially responsible insurer covering full payment of such unsatisfied amount and (ii) such insurer has not denied coverage of the amount of such judgment or order;

(j) the Unfunded Liabilities of all Plans shall exceed in the aggregate $25,000,000, or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to result in liability of the Borrower or any member of the Controlled Group in an aggregate amount exceeding $25,0000,000 or any Withdrawal Liability in excess of $25,000,000 shall be incurred with respect to any Multiemployer Plan or the Borrower or any member of the Controlled Group has received any notice concerning the imposition of Withdrawal Liability in excess of $25,000,000 or a determination that a Multiemployer Plan with respect to which the potential Withdrawal Liability of the Borrower or any member of the Controlled Group would exceed $25,000,000 is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, or in endangered or critical status, within the meaning of Section 305 of ERISA or Section 432 of the Code;

(k) a Change in Control shall have occurred;

(l) any Loan Document shall cease at any time to be valid, enforceable or in full force and effect, except in accordance with the terms thereof, or the Borrower or any Subsidiary shall so assert in writing;

then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower described in clause (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

ARTICLE VIII

THE AGENT

Each of the Lenders hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement to serve as administrative agent under the Loan Documents, and authorizes

the Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 9.08) or in the absence of its own gross negligence, bad faith or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent.

The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (including, if applicable, a Financial Officer of such Person). The Administrative Agent also may rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer or a Responsible Officer of such Person). The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any determination made or action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article VIII shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, after consultation with the Borrower, and in the absence of a continuing Event of Default, subject to the Borrower's consent (not to be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank, which, in the absence of a continuing Event of Default, shall be subject to the Borrower's consent (not to be unreasonably withheld). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After the Administrative Agent's resignation hereunder and under the other Loan Documents, the provisions of this Article VIII and Section 9.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Arrangers or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Each Lender, by delivering its signature page to this Agreement or delivering its signature page to an Assignment and Assumption pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Closing Date.

Each Lender agrees (a) to reimburse the Administrative Agent, on demand, in the amount of its pro rata share (based on its Commitment hereunder or, if the Total Commitment shall be terminated, the percentage it holds of the aggregate outstanding principal amount of the Loans and participations in Swingline Loans) of any expenses incurred for the benefit of the Lenders by the Administrative Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount of such pro rata share, from and against any and all claims for liabilities, Taxes, obligations, losses,

damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Administrative Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrower; provided that no Lender shall be liable to the Administrative Agent or any of its Related Parties for any portion of such claim for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that such claim is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of the Administrative Agent or any of its Related Parties. The obligations of the Lenders under this Article VIII shall survive the payment of all amounts due under any Loan Document and the termination of this Agreement.

Notwithstanding anything herein to the contrary, no Person named on the cover page of this Agreement as an Arranger shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable, as a Lender), but all such Persons shall have the benefit of the indemnities provided for hereunder.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01 Notices. Except as otherwise specifically provided for in this Agreement (including, without limitation, in Sections 5.04 and 9.17), notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed or sent by facsimile transmission or electronic transmission as follows:

(a) if to the Borrower, to it at 151 Detroit Street, Denver, CO 80206, Attention of Chief Financial Officer (Fax No. (303) 336-4020); with a copy to General Counsel (Fax No. (303) 639-6662);

(b) if to the Administrative Agent or the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 1111 Fannin Street, 10 ^th Floor, Houston, TX 77002, Attn: Maria A. Saez or Shanida Littlejohn (Fax No. (713) 374-4312) (Email Address: maria.a.saez@jpmchase.com or shanida.x.littlejohn@jpmchase.com); and

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by facsimile or electronic transmission, or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section or in accordance with the latest unrevoked direction from such party given in accordance with this Section; provided that, unless otherwise specifically provided in Article II, all notices given under Article II shall be delivered by hand or overnight courier service or sent by facsimile.

SECTION 9.02 Survival of Agreement. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the making by the Lenders of the Loans, regardless of any investigation made by or on behalf of the Administrative Agent or the Lenders, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or

any Fee or any other amount payable under this Agreement or any other Loan Document (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) is outstanding and unpaid and so long as the Commitments have not been terminated.

SECTION 9.03 Effectiveness. This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have received copies thereof which, when taken together, bear the signatures of all the initial Lenders providing the Total Commitment. Delivery of an executed signature page of any Loan Document by facsimile transmission or electronic transmission (PDF) shall be effective as delivery of a manually executed counterpart thereof.

SECTION 9.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, participants (to the extent provided in paragraph (e) of this Section 9.04), the Arrangers and the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Standby Loans at the time owing to it); provided , however , that (i) each such assignment shall be to an Eligible Assignee, (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement, (iii) except in the case of an assignment of the entire remaining amount of the Commitment or Loans (subject to, in the case of Competitive Loans, the final sentence of this paragraph) the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 and shall be an integral multiple of $1,000,000, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption and the Lenders party to such Assignment and Assumption shall pay to the Administrative Agent a processing and recordation fee of $3,500 (except that no recordation fee shall be required if the assignee is an Affiliate of the assignor), (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and (vi) without the prior written consent of the Administrative Agent and, in the absence of a continuing Event of Default, the Borrower, no assignment shall be made to a prospective assignee that bears a relationship to the Borrower described in Section 108(e)(4) of the Code. Upon acceptance and recording pursuant to paragraph (e) of this Section, from and after the effective date specified in each Assignment and Assumption, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto (but shall continue to be entitled to the benefits of Sections 2.15, 2.17, 2.21 and 9.05, as well as to any Fees accrued for its account prior to the effective date of the Assignment and Assumption and not yet paid)). Notwithstanding the foregoing, any Lender assigning its rights and obligations under this Agreement may retain any

Competitive Loans made by it outstanding at such time, and in such case shall retain its rights hereunder in respect of any Loans so retained until such Loans have been repaid in full in accordance with this Agreement.

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the " Register "). The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above and, if required, the written consent of the Borrower, the Administrative Agent and the Swingline Lender to such assignment, the Administrative Agent shall (i) accept such Assignment and Assumption and (ii) record the information contained therein in the Register.

(e) (i) Each Lender may, without the consent of the Borrower, the Swingline Lender or the Administrative Agent, sell to any Person (other than the Borrower) that shall have represented to such Lender that such Person is not (A) an Affiliate of the Borrower or (B) an investment manager, any investment company or any similar entity that, in each case, is managed or advised by the Borrower or an Affiliate of the Borrower, participations in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (w) such Lender's obligations under this Agreement shall remain unchanged, (x) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (y) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrower relating to the Loans and to approve any amendment, modification or waiver of any provision of this Agreement and (z) without the prior written consent of the Administrative Agent and, in the absence of a continuing Event of Default, the Borrower, no participation shall be sold to a prospective participant that bears a relationship to the Borrower described in Section 108(e)(4) of the Code; provided , however , that the agreement or instrument pursuant to which such Lender sells a participation may provide that such Lender will not, without the consent of the participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.08(b). A participant shall be entitled to the benefit of the cost protection provisions contained in Sections 2.15, 2.17 and 2.21 to the same extent as it were a Lender; provided , however , that a participant shall not be entitled to receive any more than the selling Lender would have received had it not sold the participation except to the extent such entitlement to receive a greater payment results from an adoption of or change in law, or in the interpretation or applicable thereof, that occurs after the participant acquires the applicable participation.

any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant's interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05 Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates in connection with the arrangement and syndication of the credit facility established hereby, the preparation, execution and delivery of this Agreement and the other Loan Documents, or incurred by the Administrative Agent in connection with the administration of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated and except for such costs and expenses incurred after the termination of this Agreement), or incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, the other Loan Documents or the Loans made hereunder, including the reasonable and invoiced fees, charges and disbursements of Simpson Thacher & Bartlett LLP and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent or any Lender (it being agreed that, notwithstanding anything to the contrary contained herein, the Borrower shall be responsible for the fees, charges and disbursements of only one counsel unless, in the good faith judgment of the Administrative Agent, additional counsel shall be required as a result of any conflict of interests). The Borrower further agrees that it shall indemnify the Lenders from and hold them harmless against any documentary Taxes that arise from or are connected to the execution and delivery of this Agreement or any of the other Loan Documents.

(b) The Borrower agrees to indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Arrangers and each Related Party of any of the foregoing (each such Person being called an " Indemnitee ") against, and to hold each Indemnitee harmless from, any and all claims, liabilities, losses, damages, costs and expenses (including reasonable and invoiced counsel fees, charges and disbursements of one counsel selected by the Administrative Agent for all the Indemnitees, such local counsel as the Administrative Agent may in good faith deem advisable and, in the event the Administrative Agent shall have determined that a conflict of interest makes it inadvisable for a single counsel to represent all the Indemnitees, such additional counsel as may be required by reason of such conflict), incurred by or asserted against any Indemnitee arising out of or in connection with (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and

regardless of whether any Indemnitee is a party thereto); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim (whether brought by a Lender or any other Person), liability, loss, damage, cost or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or wilful misconduct of such Indemnitee or (y) disputes solely among Indemnitees that did not arise out of any act or omission of the Borrower or its Affiliates; it being understood that, notwithstanding the foregoing but solely to the extent such indemnification would not be denied pursuant to clause (x) of this proviso, clause (y) of this proviso shall not limit the Borrower's indemnification obligations with respect to any Indemnitee acting in its capacity as Administrative Agent or Arranger. Each of the parties hereto also agrees not to assert any claim for special, indirect, consequential or punitive damages against either Loan Party, the Administrative Agent, any Arranger, any Lender or any Related Party of any of the foregoing on any theory of liability, arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of proceeds of the Loans.

(c) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

SECTION 9.06 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement and other Loan Documents due and payable to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such deposits or other obligations may be unmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided , that the failure to give such notice shall not affect the validity of such setoff and application made pursuant to the terms hereof. The rights of each Lender and each Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender and such Affiliate may have.

SECTION 9.07 Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.08 Waivers; Amendment. (a) No failure or delay of the Administrative Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided , however , that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly affected thereby, (ii) change or extend the Commitment or decrease or extend the date for payment of the Commitment Fee of any Lender without the prior written consent of such Lender, (iii) amend or modify the provisions of this Section or the definition of "Required Lenders" without the prior written consent of each Lender or (iv) release the Guarantor from the LLC Guarantee, or limit its liability in respect of the LLC Guarantee, in any case without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Swingline Lender hereunder without the prior written consent of the Administrative Agent or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (A) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (B) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement; provided that the Borrower may prevent any such amendment from becoming effective by a notice delivered to the Administrative Agent at any time prior to such effectiveness, in which case the Commitments of the non-consenting Lenders will not terminate and their Loans will not be required to be repaid. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any Person subsequently acquiring a Loan from it.

SECTION 9.09 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges which are treated as interest under applicable law (collectively the " Charges "), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum lawful rate (the " Maximum Rate ") which may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable on the Loans made by such Lender, together with all Charges payable to such Lender, shall be limited to the Maximum Rate.

SECTION 9.10 Entire Agreement. This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 9.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND

(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.12 Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 9.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract.

SECTION 9.14 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 9.15 Jurisdiction; Consent to Service of Process. (a) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any other party or its properties in the courts of any jurisdiction.

SECTION 9.16 Confidentiality; Material Non-Public Information. (a) Each Lender agrees to keep confidential and not to disclose (and to cause its officers, directors, employees, agents, Affiliates and representatives to keep confidential and not to disclose) all Information (as defined below), except that such Lender shall be permitted to disclose Information (i) on a confidential basis, to such of its officers, directors, employees, advisors, agents, Affiliates and representatives as need to know such Information in connection with the servicing and protection of its interests in respect of its Loans and Commitments, the Loan Documents and the Transactions; (ii) to the extent required by applicable laws and regulations or by any subpoena or similar legal process or requested by any Governmental Authority having or claiming to have jurisdiction over such Lender (in which case, except in connection with regulatory examinations or audits or as otherwise requested by regulatory authorities, such Lender agrees to inform the Borrower promptly thereof to the extent legally permissible); (iii) to any other party to this Agreement for purposes directly related to this Agreement or any other Loan Document; (iv) in connection with any suit or proceeding relating to this Agreement or any other Loan Document; (v) subject to an agreement containing confidentiality undertakings substantially similar to those of this Section, to (A) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its Related Parties) to any swap or derivative transaction relating to the Borrower or any Subsidiary and its obligations; (vi) to the extent such Information (A) becomes publicly available other than as a result of a breach by such Lender of this Agreement, (B) is generated by such Lender or becomes available to such Lender on a nonconfidential basis from a source other than the Borrower or its Affiliates or the Administrative Agent, or (C) was available to such Lender on a nonconfidential basis prior to its disclosure to such Lender by the Borrower or its Affiliates or the Administrative Agent; or (vii) to the extent the Borrower shall have consented to such disclosure in writing. As used in this Section, " Information " shall mean the Confidential Memorandum and any other confidential materials, documents and information relating to the Borrower that the Borrower or any of its Affiliates may have furnished or made available or may hereafter furnish or make available to the Administrative Agent or any Lender in connection with this Agreement.

(c) All information, including requests for waivers and amendments, furnished by any Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Borrower and its Affiliates or the Borrower's securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.

(d) Each Transferee shall be deemed, by accepting any assignment or participation hereunder, to have agreed to be bound by this Section.

SECTION 9.17 Electronic Communications. (a) The Borrower hereby agrees that, unless otherwise requested by the Administrative Agent, it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Agent pursuant to Section 5.04(a), (b), (c), (f), (g), (h), (i), and (j) (the " Communications ") by transmitting the Communications in an electronic/soft medium (provided such Communications contain any required signatures) in a format reasonably acceptable to the Administrative Agent to one or more e-mail addresses as shall be designated by the Administrative Agent from time to time; provided that any delay

or failure to comply with the requirements of this Section 9.17(a) shall not constitute a Default or an Event of Default hereunder.

(b) Each party hereto agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on IntraLinks or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) (the " Platform "). Nothing in this Section shall prejudice the right of the Administrative Agent to make the Communications available to the Lenders in any other manner specified in the Loan Documents.

(c) Each Lender agrees that e-mail notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in the next paragraph) specifying that Communications have been posted to the Platform shall constitute effective delivery of such Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Administrative Agent in writing (including by electronic communication) from time to time to ensure that the Administrative Agent has on record an effective e-mail address for such Lender to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address.

(d) Each party hereto agrees that any electronic communication referred to in this Section shall be deemed delivered upon the posting of a record of such communication (properly addressed to such party at the e-mail address provided to the Administrative Agent) as "sent" in the e-mail system of the sending party or, in the case of any such communication to the Administrative Agent or any Lender, upon the posting of a record of such communication as "received" in the e-mail system of the Administrative Agent or any Lender; provided that if such communication is not so received by the Administrative Agent or a Lender during the normal business hours of the Administrative Agent or applicable Lender, such communication shall be deemed delivered at the opening of business on the next Business Day for the Administrative Agent or applicable Lender.

(e) Each party hereto acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Communications and the Platform are provided "as is" and "as available," (iii) none of the Administrative Agent, its Affiliates or any of its Related Parties (collectively, the " JPMorgan Parties ") warrants the adequacy of the Platform or the accuracy or completeness of the Communications or the Platform, and each JPMorgan Party expressly disclaims liability for errors or omissions in any Communications or the Platform, and (iv) no warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any JPMorgan Party in connection with any Communications or the Platform.

SECTION 9.18 Patriot Act. Each Lender that is subject to Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the " Patriot Act ") hereby notifies the Borrower that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

SECTION 9.19 No Fiduciary Relationship. The Borrower, on behalf of itself and the Subsidiaries, agrees that in connection with all aspects of the Transactions and any communications in connection therewith, the Borrower, the Subsidiaries and their Affiliates, on the one hand, and the Administrative Agent, the Lenders and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, any Lender or any of their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.

[ Signature Page to the 364-Day Competitive Advance and Revolving Credit Facility Agreement ]

[ Signature Page to the 364-Day Competitive Advance and Revolving Credit Facility Agreement ]

[ Signature Page to the 364-Day Competitive Advance and Revolving Credit Facility Agreement ]

EXHIBIT A-1

FORM OF COMPETITIVE BID REQUEST

JPMorgan Chase Bank, N.A., as Administrative Agent
for the Lenders referred to below
1111 Fannin Street, 10 ^th Floor
Houston, TX 77002
Attention: Maria A. Saez or Shanida Littlejohn

[Date]

Re: 364-Day Competitive Advance and Revolving Credit Facility Agreement Referred to Below

Dear Sirs:

The undersigned, Janus Capital Group Inc. (the " Borrower "), refers to the 364-Day Competitive Advance and Revolving Credit Facility Agreement dated as of October 4, 2010 (as it may hereafter be amended, modified, extended or restated from time to time, the " Credit Agreement "), among the Borrower, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03(a) of the Credit Agreement that it requests a Competitive Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Competitive Borrowing is requested to be made:


(A) Date of Competitive Borrowing (which is a Business Day)
(B) Principal Amount of Competitive Borrowing(1)
(C) Interest rate basis(2)
(D) Interest Period and the last day thereof(3)

(1): Not less than $10,000,000 (and in integral multiples $1,000,000) or greater than the Total Commitment then available.
(2): Eurodollar Competitive Loan or Fixed Rate Loan.
(3): Which shall be subject to the definition of "Interest Period" and end not later than the Maturity Date (as may be extended pursuant to Section 2.13 of the Credit Agreement).

Upon acceptance of any or all of the Loans offered by the banks in response to this request, the Borrower shall be deemed to have represented and warranted that on the date of such Competitive Borrowing the conditions to lending specified in Section 4.02(b), (c) and (d) of the Credit Agreement have been satisfied.

EXHIBIT A-2

FORM OF NOTICE OF COMPETITIVE BID REQUEST

[Name of Bank]
[Address]

Attention:

[Date]

Re: 364-Day Competitive Advance and Revolving Credit Facility Agreement Referred to Below

Dear Sirs:

Janus Capital Group Inc. made a Competitive Bid Request on , 20 , pursuant to Section 2.03(a) of the Credit Agreement, and in that connection you are invited to submit a Competitive Bid by [Date]/[Time].(1) Your Competitive Bid must comply with Section 2.03(b) of the Credit Agreement and the terms set forth below on which the Competitive Bid Request was made:


(A) Date of Competitive Borrowing
(B) Principal Amount of Competitive Borrowing
(C) Interest rate basis
(D) Interest Period and the last day thereof

(1): The Competitive Bid must be received by the Administrative Agent (i) in the case of Eurodollar Competitive Loans, not later than 12:00 noon, New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 12:00 noon, New York City time, on the Business Day of a proposed Competitive Borrowing.

EXHIBIT A-3

FORM OF COMPETITIVE BID

JPMorgan Chase Bank, N.A., as Administrative Agent
for the Lenders referred to below
1111 Fannin Street, 10 ^th Floor
Houston, TX 77002
Attention: Maria A. Saez or Shanida Littlejohn

[Date]

Re: 364-Day Competitive Advance and Revolving Credit Facility Agreement Referred to Below

Dear Sirs:

The undersigned, [Name of Bank], refers to the 364-Day Competitive Advance and Revolving Credit Facility Agreement dated as of October 4, 2010 (as it may hereafter be amended, modified, extended or restated from time to time, the " Credit Agreement "), among Janus Capital Group Inc. (the " Borrower "), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned hereby makes a Competitive Bid pursuant to Section 2.03(b) of the Credit Agreement, in response to the Competitive Bid Request made by the Borrower on , 20 , and in that connection sets forth below the terms on which such Competitive Bid is made:


(A) Principal Amount(1)

(B) Competitive Bid Rate(2)

(C) Interest Period and the last day thereof

(1): Not less than $10,000,000 or greater than the requested Competitive Borrowing and in integral multiples of $1,000,000 or equal to the entire principal amount of the requested Competitive Borrowing. Multiple bids will be accepted by the Administrative Agent.
(2): LIBO Rate + or -%, in the case of Eurodollar Competitive Loans or %, in the case of Fixed Rate Loans.

The undersigned hereby confirms that it is prepared, subject to the conditions set forth in the Credit Agreement, to extend credit to the Borrower upon acceptance by the Borrower of this bid in accordance with Section 2.03(d) of the Credit Agreement.

EXHIBIT A-4

FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER

JPMorgan Chase Bank, N.A., as Administrative Agent
for the Lenders referred to below
1111 Fannin Street, 10 ^th Floor
Houston, TX 77002
Attention: Maria A. Saez or Shanida Littlejohn

[Date]


Re:		364-Day Competitive Advance and Revolving Credit Facility Agreement Referred to Below

In accordance with Section 2.03(c) of the Credit Agreement, we have received a summary of bids in connection with our Competitive Bid Request dated and in accordance with Section 2.03(d) of the Credit Agreement, we hereby accept the following bids for maturity on [date]:

Principal Amount		Fixed Rate/Margin		Lender

$		[%]/[+/-. %]
$

We hereby reject the following bids:

Principal Amount		Fixed Rate/Margin		Lender

$		[%]/[+/-. %]
$

The $ should be deposited in JPMorgan Chase Bank, N.A. account number [ ] on [date].


		Very truly yours,
		JANUS CAPITAL GROUP INC.,
		by

				Name:
				Title:

EXHIBIT A-5

FORM OF STANDBY BORROWING REQUEST

JPMorgan Chase Bank, N.A., as Administrative Agent
for the Lenders referred to below
1111 Fannin Street, 10 ^th Floor
Houston, TX 77002
Attention: Maria A. Saez or Shanida Littlejohn

[Date]

Re: 364-Day Competitive Advance and Revolving Credit Facility Agreement Referred to Below

Dear Sirs:

The undersigned, Janus Capital Group Inc. (the " Borrower "), refers to the 364-Day Competitive Advance and Revolving Credit Facility Agreement dated as of October 4, 2010 (as it may hereafter be amended, modified, extended or restated from time to time, the " Credit Agreement "), among the Borrower, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.04 of the Credit Agreement that it requests a Standby Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Standby Borrowing is requested to be made:


(A) Date of Standby Borrowing (which is a Business Day)
(B) Principal Amount of Standby Borrowing(1)
(C) Interest rate basis(2)
(D) Interest Period and the last day thereof(3)

(1): In the case of a Eurodollar Standby Loan, not less than $5,000,000 (and in integral multiples of $1,000,000) or greater than the Total Commitment then available. In the case of an ABR Loan, not less than $1,000,000 (and in intergral multiples of $1,000,000) or greater than the Total Commitment then available.
(2): Eurodollar Standby Loan or ABR Loan.
(3): Which shall be subject to the definition of " Interest Period " and end not later than the Maturity Date (as may be extended pursuant to Section 2.13 of the Credit Agreement).

Upon acceptance of any or all of the Loans made by the Lenders in response to this request, the Borrower shall be deemed to have represented and warranted that on the date of such Standby Borrowing the conditions to lending specified in Section 4.02(b), (c) and (d) of the Credit Agreement have been satisfied.

EXHIBIT B

[FORM OF]

ASSIGNMENT AND ACCEPTANCE

Reference is made to the 364-Day Competitive Advance and Revolving Credit Facility Agreement dated as of October 4, 2010 (as it may hereafter be amended, modified, extended or restated from time to time, the " Credit Agreement "), among Janus Capital Group Inc., a Delaware corporation, the Lenders from time to time party thereto (the " Lenders ") and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the " Administrative Agent "). Terms defined in the Credit Agreement are used herein with the same meanings.

1. The assignor party hereto (the " Assignor ") hereby sells and assigns, without recourse, to the assignee party hereto (the " Assignee "), and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the "Effective Date" set forth on the reverse hereof (the " Effective Date "), the interests set forth on the reverse hereof (the " Assigned Interest ") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Effective Date and the Competitive Loans and Standby Loans and Swingline Loans owing to the Assignor which are outstanding on the Effective Date. Each of the Assignor and the Assignee hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 9.04(b) of the Credit Agreement, a copy of which has been received by each such party. From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

2. This Assignment and Acceptance is being delivered to the Agent together with (i) if the Assignee is not already a Lender under the Credit Agreement, the applicable forms specified in Section 2.21(f) of the Credit Agreement, duly completed and executed by such Assignee, (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire, and (iii) a processing and recordation fee of $3,500 (except that no recordation fee shall be required if the assignee is an Affiliate of the assignor).

3. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment:

Facility	Principal Amount assigned (and identifying information as to individual Competitive Loans)

Commitment Assigned:	$	%
Standby Loans:
Competitive Loans:
Swingline Loans:

The terms set forth above and on the
reverse side hereof are hereby agreed to:


				Accepted*
, as Assignor
				JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:				By:
Name:				Name:
Title:				Title:
, as Assignee
By:				JANUS CAPITAL GROUP INC., as Borrower
Name:
Title:
				By:
				Name:
				Title:
				JPMORGAN CHASE BANK, N.A., as Swingline Lender
				By:
				Name:
				Title:

*: To be completed only if consents are required under Section 9.04(b) and pursuant to the definition of "Eligible Assignee".

EXHIBIT C

[FORM OF]

COMPLIANCE CERTIFICATE


To:		The Lenders party to the
		Credit Agreement described below
		care of

JPMorgan Chase Bank, N.A., as Administrative Agent
for the Lenders referred to below
1111 Fannin Street, 10 ^th Floor
Houston, TX 77002
Attention: Maria A. Saez or Shanida Littlejohn

This Compliance Certificate is furnished pursuant to the 364-Day Competitive Advance and Revolving Credit Facility Agreement dated as of October 4, 2010 (as it may hereafter be amended, modified, extended or restated from time to time, the " Agreement "), among Janus Capital Group Inc., (the " Borrower "), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings assigned to them in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected Financial Officer of the Borrower;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a reasonably detailed review of the transactions and conditions of the Borrower and the Subsidiaries during the accounting period covered by the attached financial statements;

3. The form attached hereto sets forth financial data and computations evidencing the Borrower's and the Subsidiaries' compliance with Section 6.07 of the Agreement; and

4. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements, and I have no knowledge of the existence of any condition or event which constitutes a Default or an Event of Default as of the date of this Compliance Certificate, except as set forth below:

5.: [State whether any change in GAAP or in the application thereof has occurred since the date of the consolidated balance sheet of the Borrower most recently theretofore delivered under clause (a) or (b) of Section 5.04 of the Agreement (or, prior to the first such delivery, referred to in Section 3.05 of the Agreement) and, if any such change has occurred, specify the effect of such change on the financial statements (including those for the prior periods) accompanying this certificate]

The foregoing certifications, together with the computations required by the Agreement attached hereto and the financial statements delivered with this Compliance Certificate in support hereof, are made and delivered this day of , 20 .


		JANUS CAPITAL GROUP INC.

		Name:
		Title:

EXHIBIT E

[FORM OF]

MATURITY DATE EXTENSION REQUEST

[Date]

Dear Sirs:

Reference is made to the 364-Day Competitive Advance and Revolving Credit Facility Agreement dated as of October 4, 2010 (as it may hereafter be amended, modified, extended or restated from time to time, the " Credit Agreement "), among Janus Capital Group Inc., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the " Administrative Agent "). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. In accordance with Section 2.13 of the Credit Agreement, the undersigned hereby requests an extension of the Maturity Date from [October 3], 2011 to [October 1], 2012.

EXHIBIT D

GUARANTEE AGREEMENT dated as of October 4, 2010 (this " Agreement "), between JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the " Guarantor "), and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (as such terms are defined in the Credit Agreement referred to below).

The Lenders have agreed to extend credit to the Borrower on the terms and subject to the conditions set forth in the Credit Agreement. The Guarantor will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to continue to extend such credit.

Accordingly, the parties hereto agree as follows:

SECTION 1. Guarantee. The Guarantor unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual payment and performance of all of the Obligations from time to time outstanding under the Credit Agreement. The Guarantor further agrees that the due and punctual payment of the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Obligation of the Borrower pursuant to the Credit Agreement.

SECTION 2. Obligations Not Waived. To the fullest extent permitted by applicable law, the Guarantor waives presentment to, demand of payment from and protest to the Borrower or to any other guarantor of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by applicable law, the obligations of the Guarantor hereunder shall not be affected by (a) the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or any other guarantor under the provisions of the Credit Agreement, any other Loan Document or otherwise, (b) any extension or renewal of any of the Obligations, (c) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of any other Loan Document or any other guarantee, (d) the failure or delay of any Lender to exercise any right or remedy against any other guarantor of the Obligations, (e) the failure of any Lender to assert any claim or demand or to enforce any remedy under any Loan Document or any other agreement or instrument, (f) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (g) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity.

SECTION 3. Guarantee of Payment. The Guarantor further agrees that its guarantee constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of the Borrower, any other guarantor or any other Person.

SECTION 4. No Discharge or Diminishment of Guarantee. The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment, recoupment or termination for any reason (other than the payment in full in cash of all of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the

invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise.

SECTION 5. Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any Lender has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such Lender as designated thereby in cash the amount of such unpaid Obligation. Upon payment by the Guarantor of any sums as provided above, all rights of the Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations (it being understood that, after the discharge of all the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) and prior to the time when the payment of such Obligations shall have become indefeasible, such rights may be exercised by the Guarantor. If any amount shall erroneously be paid to the Guarantor on account of such subrogation such amount shall be held in trust for the benefit of the Lenders and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or any other Loan Document.

SECTION 6. Information. The Guarantor assumes all responsibility for being and keeping itself informed of the Borrower's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that the Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent and the Lenders will have any duty to advise the Guarantor of information known to it or any of them regarding such circumstances or risks.

SECTION 7. [RESERVED.]

SECTION 8. Termination. The obligations of the Guarantor hereunder (a) shall, subject to clause (b) below, terminate and the Guarantor shall be released from its obligations hereunder automatically without further action from any Person, when all the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement and (b) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of the Borrower or otherwise.

SECTION 9. Binding Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective when a counterpart hereof executed on behalf of the Guarantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon the Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of the Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that the Guarantor shall not have the right to assign its rights or obligations hereunder or any interest herein and any such attempted assignment shall be void.

SECTION 10. Waivers; Amendment. (a) No failure or delay of the Administrative Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to

enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent or any Lender hereunder or under the Credit Agreement or any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Guarantor and the Administrative Agent (with the prior written consent of the Lenders if required under the Credit Agreement).

SECTION 11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 12. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the Guarantor shall be given to it in care of the Borrower.

SECTION 13. Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by the Guarantor herein and in the certificates or other instruments delivered in connection with the Loan Documents shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making by the Lenders of the Loans regardless of any investigation made by any of them or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated.

(b) In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 14. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract, and shall become effective as provided herein. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

SECTION 15. Rules of Interpretation. The rules of interpretation specified in Section 1.02 of the Credit Agreement shall be applicable to this Agreement.

SECTION 16. Jurisdiction; Consent to Service of Process. (a) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent

permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any other party or its properties in the courts of any jurisdiction.

(b) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 17. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 18. Right of Setoff. If an Event of Default shall have occurred and be continuing, each of the Administrative Agent and the Lenders (and each of their respective Affiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Person to or for the credit or the account of the Guarantor against any or all the obligations of the Guarantor now or hereafter existing under this Agreement due and payable to such Person, irrespective of whether or not such Person shall have made any demand under this Agreement and although such deposits or other obligations may be unmatured. Such Person agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Person; provided , that the failure to give such notice shall not affect the validity of such setoff and application made pursuant to the terms hereof. The rights of each Person under this Section are in addition to other rights and remedies (including other rights of setoff) which such Person may have.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


		JANUS CAPITAL MANAGEMENT LLC,
		By:		JANUS CAPITAL GROUP INC., as
		managing member,

				Name:
				Title:

[ Signature page to Guarantee Agreement ]

[ Signature page to Guarantee Agreement ]

Schedule 2.01

Commitments

Lender	Commitment

JPMorgan Chase Bank, N.A.	$	30,000,000
Bank of America, N.A.	$	30,000,000
State Street Bank and Trust Company	$	20,000,000
Citibank, N.A.	$	20,000,000
Total:	$	100,000,000

Schedule 3.07

Subsidiaries

Company	Jurisdiction of Organization	Owner(s)	% Equity Interests Owned*

Capital Group Partners, Inc.	New York	Janus Capital Group Inc.	100.0%
INTECH Investment Management, LLC	Delaware	Janus Capital Management LLC	94.5%
Janus Capital Asia Limited	Hong Kong	Janus International Holding LLC	100.0%
Janus Capital International Limited	England/Wales	Janus International Holding LLC	100.0%
Janus Capital Management LLC	Delaware	Janus Capital Group Inc.	95.0%
		Janus Management Holdings Corp.	5.0%
Janus Capital Singapore Pte. Limited	Singapore	Janus International Holding LLC	100.0%
Janus Capital Trust Manager Limited	Ireland	Janus International Holding LLC	100.0%
Janus Distributors LLC	Delaware	Janus Capital Management LLC	100.0%
Janus Holdings LLC	Nevada	Janus Capital Group Inc.	100.0%
Janus International Holding LLC	Nevada	Janus Holdings LLC	100%—Class A Voting Shares
		Janus Capital Management LLC	100%—Class B Non-Voting Shares
Janus Management Holdings Corporation	Delaware	Janus Capital Group Inc.	100.0%
Janus Services LLC	Delaware	Janus Capital Management LLC	100.0%
Perkins Investment Management, LLC	Delaware	Janus Capital Management LLC	77.8%

Joint Ventures: None

*: Unless otherwise indicated, Equity Interests are common stock or limited liability interests.

Schedule 3.08

Litigation

None other than Disclosed Matters.

Schedule 6.01

Existing Indebtedness

1.: 5.875% Senior Notes due 2011 (carrying value $92.2 million*)
2.: 6.250% Senior Notes due 2012 (carrying value $120.8 million*)
3.: 6.119% Senior Notes due 2014 (aggregate carrying value $82.3 million*)
4.: 3.25% Convertible Senior Notes due 2014 (aggregate carrying value $132.6 million*)
5.: 6.700% Senior Notes due 2017 (carrying value $367.9 million*)
6.: Letter of Credit—Beneficiary is L. A. Department of Water & Power Financial Services Organization. Amount is $4,500,000. Automatically renewable annually.
7.: Lease of IT storage equipment from EMC (a/k/a National City Commercial Capital Company). Lease value is $3MM. Term is 36 months and the lease began on April 1, 2009.
8.: Lease of IT servers from Hewlett Packard. Lease value is $544,000. Term is 36 months and the lease began on April 1, 2009.

*: As of June 30, 2010

Schedule 6.02

Liens

1.: Liens on cash collateral for a renewable letter of credit under which the beneficiary is L. A. Department of Water & Power Financial Services Organization.
2.: Liens in favor of EMC in connection with the lease of IT storage equipment from EMC which lease commenced on April 1, 2009 with a term of 36 months.
3.: Liens in favor of Hewlett Packard in connection with the lease of IT servers from Hewlett Packard which lease commenced on April 1, 2009 with a term of 36 months.
4.: Each of the Liens over the collateral as described in each of the UCC financing statements set forth in the table below which is incorporated herein by reference.

DEBTOR	JURISDICTION	FILE NO. & DATE	SECURED PARTY	COLLATERAL

Janus Capital Management LLC	DE-Secretary of State	UCC Financing Statement 20090099686 filed 01/12/09	National City Commercial Capital Company, LLC	Equipment.
		UCC Financing Statement 20090099736 filed 01/12/09	National City Commercial Capital Company, LLC	Equipment.
Capital Group Partners, Inc .	NY-Department of State	UCC Financing Statement 200506215557850 filed 06/21/05	Key Equipment Finance Inc.	Equipment.
		UCC Continuation filed 03/10/10
		UCC Financing Statement 200510145901312 filed 10/14/05	IOS Capital	Equipment.
		UCC Financing Statement 200511296037515 filed 11/29/05	IOS Capital	Equipment.
		UCC Financing Statement 200601195064016 filed 01/19/06	IOS Capital	Equipment.
		UCC Financing Statement 200603215266671 filed 03/21/06	IOS Capital	Equipment.
		UCC Financing Statement 20003215267180 filed 03/21/06	IOS Capital	Equipment.
		UCC Amendment filed 03/30/06
		UCC Financing Statement 200705015444471 filed 05/01/07	IOS Capital	Equipment.

Schedule 6.09

Investments

1.: Existing Investments by Loan Parties into the Excluded Subsidiary (equity—% ownership).

Company		Jurisdiction of Organization		Owner(s)		% Owned

Janus Capital Trust Manager Limited		Ireland		Janus International Holding LLC		100.0% of ordinary shares

2.: The following Subsidiaries of Janus Capital Group Inc. (Borrower) own shares as indicated in Borrower.

Company	Jurisdiction of Organization

Janus Capital Management LLC	Delaware	3,976,263
Capital Group Partners, Inc.	New York	35,617,085

*: Held in book entry form at Wells Fargo

3.: Investment in the Subsidiaries existing as of the Closing Date as set forth on Schedule 3.07 which are incorporated herein by reference.
4.: Investments evidenced by the Interest Free Loan Agreement dated as of January 16, 2009 by and between Janus Capital Management LLC and Janus Capital International Limited.
5.: The intercompany Investment as set forth in the table attached hereto as Annex A .
6.: The other Investments as of August 31, 2010 as set forth below.

Investments

8/31/2010

	JCM		JCG		Total

Seed	$	38,742,802.22	$	36,509,653.71	$	75,252,455.93
Minority Interest on Seed	$	4,073,800.38	$	1,722,966.07	$	5,796,766.45
SIV	$	—	$	29,847,885.10	$	29,847,885.10
Treasury Note (includes premium)	$	92,408,753.24	$	—	$	92,408,753.24

Total Investments	$	135,225,355.84	$	68,080,504.88	$	203,305,860.72

Annex A to Schedule 6.09

Intercompany Balances as of 8/31/2010:


AR-Transfer Pricing	1,082,435.84
Leased EE Comp	72,662,295.52
IC-JHC	33,467.14
IC-JCIL	(39,221,596.58	)
IC-JCAL	(3,911,743.65	)
IC-JIH LLC	80,678.97
IC-JCTML	679,832.62
IC-JCSL	150,199.06
IC-JCM LLC	229,332,363.06
IC-JS LLC	(182,106,216.58	)
IC-JD LLC	1,901,342.53
IC-PIM LLC	(5,737,363.12	)
IC-JCML-CAN	10,063,922.25
IC-JCIA-AUS	3,749,588.59
IC-JCIL-JAP	26,727,998.70
IC-JCIL-ITA	11,369,516.09
IC-JCIL-DE	1,329,280.59
IC-BFG LLC	—
IC-Intech LLC	2,096,421.71
IC-Other Subs	—
IC-JMHC	(103,871,581.70	)
IC-JCGI	101,534,995.79
IC-CGP-70	(51,344,297.23	)
IC-CGP-71	(2,852,847.84	)
IC-Notes Rec	77,308,835.75
IC-Interest Rec	16,621,186.17
IC-Notes Rec	98,731,466.14
IC-Interest	3,239,804.99
Transfer Pricing	(1,082,435.84	)
Lsd EE Comp Acrl	(72,662,295.52	)
IC-Notes Payable	(86,043,534.40	)
IC-Notes Pay Parent	(90,000,000.02	)
IC-Interest	(19,861,719.03	)

Total	0.00

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Exhibit 10.4.1

EXECUTION VERSION

TABLE OF CONTENTS
ARTICLE I DEFINITIONS
ARTICLE II THE CREDITS
ARTICLE III REPRESENTATIONS AND WARRANTIES
ARTICLE IV
CONDITIONS
ARTICLE V
AFFIRMATIVE COVENANTS
ARTICLE VI
NEGATIVE COVENANTS
ARTICLE VII
EVENTS OF DEFAULT
ARTICLE VIII
THE AGENT
ARTICLE IX MISCELLANEOUS

Schedule 2.01
Commitments
Schedule 3.07
Subsidiaries
Schedule 3.08
Litigation
Schedule 6.01
Existing Indebtedness
Schedule 6.02 Liens
Schedule 6.09
Investments
Annex A to Schedule 6.09
Intercompany Balances as of 8/31/2010

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Exhibit 10.8

JANUS CAPITAL GROUP INC.

2012 Employment Inducement Award Plan

(as adopted effective as of January 24, 2012)

Table of Contents

Article		Page

1. History, Effective Date, Objectives and Duration			1
2. Definitions			1
3. Administration			6
4. Shares Subject to the Plan and Maximum Awards			7
5. Eligibility and General Conditions of Awards			8
6. Stock Options			10
7. Stock Appreciation Rights and Limited Stock Appreciation Rights			11
8. Restricted Shares			12
9. Beneficiary Designation			13
10. Deferrals			13
11. Rights of Employees/Directors/Consultants			13
12. Change of Control			13
13. Amendment, Modification, and Termination			14
14. Withholding			15
15. Successors			16
16. Additional Provisions			16

Janus Capital Group Inc.
2012Employment Inducement Award Plan

(AS ADOPTED EFFECTIVE AS OF January 24, 2012)

Article 1. History, Effective Date, Objectives and Duration

1.1 History. Janus Capital Group Inc., a Delaware corporation (the "Company"), has established the Janus Capital Group Inc. 2012 Employment Inducement Award Plan, as set forth herein, and as the same may be amended from time to time (the "Plan"). The Plan was adopted by the Compensation Committee of the Board of Directors of the Company on December 28, 2011, and was ratified by the Board of Directors of the Company (the "Board") on January 24, 2012, to be effective on January 24, 2012 (the "Effective Date").

1.2 Objectives of the Plan. The Plan is intended to assist the Company and its Subsidiaries in attracting new employees, and to allow new employees of the Company and its Subsidiaries to acquire equity ownership in the Company, thereby strengthening their commitment to the success of the Company and stimulating their efforts on behalf of the Company. The Plan also is intended to optimize the profitability and growth of the Company through incentives which are consistent with the Company's goals; to provide new employees with an incentive for excellence in individual performance; and to promote teamwork among employees. To achieve these objectives, the Plan is intended to provide only Awards that constitute Employment Inducement Awards.

1.3 Duration of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board or the Plan Committee to amend or terminate the Plan at any time pursuant to Article 13 hereof, until all Shares subject to it shall have been purchased or acquired according to the Plan's provisions.

Article 2. Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below:

2.1 " Article " means an Article of the Plan.

2.2 " Award " means Options, Restricted Shares (awarded as Shares or Share Units), or Dividend Equivalents granted under the Plan.

2.3 " Award Agreement " means the written agreement by which an Award shall be evidenced.

2.4 " Board " has the meaning set forth in Section 1.1.

2.6 " Cause " means, unless otherwise defined in an Award Agreement,

(a) before the occurrence of a Change of Control, any one or more of the following, as determined by the Committee:

(1) a Grantee's commission of a crime which, in the judgment of the Committee, resulted or is likely to result in damage or injury to the Company or a Subsidiary;

(2) the material violation by the Grantee of written policies of the Company or a Subsidiary;

(3) the habitual neglect or failure by the Grantee in the performance of his or her duties to the Company or a Subsidiary (but only if such neglect or failure is not remedied within a reasonable remedial period after Grantee's receipt of written notice from the Company which describes such neglect or failure in reasonable detail and specifies the remedial period); or

(4) action or inaction by the Grantee in connection with his or her duties to the Company or a Subsidiary resulting, in the judgment of the Committee, in material injury to the Company or a Subsidiary; and

(b) from and after the occurrence of a Change of Control, the occurrence of any one or more of the following, as determined in the good faith and reasonable judgment of the Committee:

(1) Grantee's conviction for committing an act of fraud, embezzlement, theft, or any other act constituting a felony involving moral turpitude or causing material damage or injury, financial or otherwise, to the Company;

(2) a demonstrably willful and deliberate act or failure to act which is committed in bad faith, without reasonable belief that such action or inaction is in the best interests of the Company, which causes material damage or injury, financial or otherwise, to the Company (but only if such act or inaction is not remedied within 15 business days of Grantee's receipt of written notice from the Company which describes the act or inaction in reasonable detail); or

(3) the consistent gross neglect of duties or consistent wanton negligence by the Grantee in the performance of the Grantee's duties (but only if such neglect or negligence is not remedied within a reasonable remedial period after Grantee's receipt of written notice from the Company which describes such neglect or negligence in reasonable detail and specifies the remedial period).

2.7 " Change of Control " shall, unless otherwise defined in the Award Agreement, be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(a) a change in the composition of the Board such that the individuals who, as of the effective date of the this Agreement, constitute the Board (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided , however , for purposes of this definition, that any individual who becomes a member of the Board subsequent to the effective date hereof, whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further , that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, as modified) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(b) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of the assets or stock of another entity ("Business Combination"); excluding, however, such a Business Combination pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination will beneficially own, directly or indirectly, more than 50 percent of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; and (2) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Business Combination; or

Notwithstanding (a), (b) and (c) above, that for each Award subject to Section 409A of the Code, a Change of Control shall be deemed to have occurred under this Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.

2.8 " Change of Control Value " means the Fair Market Value of a Share on the date of a Change of Control.

2.9 " Code " means the Internal Revenue Code of 1986, as amended from time to time, and regulations and rulings thereunder. References to a particular section of the Code include references to successor provisions of the Code or any successor code

2.10 " Committee ," " Plan Committee " and " Management Committee " have the meanings set forth in Article 3.

2.11 " Common Stock " means the common stock, $.01 par value, of the Company.

2.12 " Company " has the meaning set forth in Section 1.1.

2.13 " Disability " means that a Grantee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or a Subsidiary of the Company.

2.14 " Dividend Equivalents " has the meaning set forth in Section 11.3.

2.15 " Effective Date " has the meaning set forth in Section 1.1.

2.16-A " Eligible Person " means any employee (including any officer) of the Company or any Subsidiary who is determined by the Committee to be eligible for an Employment Inducement Award, including any such employee who is on an approved leave of absence, layoff, or has been subject to a disability which does not qualify as a Disability.

2.16-B " Employment Inducement Award " means an Award to a Grantee that is determined by the Committee to qualify as an employment inducement award within the meaning of New York Stock Exchange Rule 303A.08 (or any successor rule relating to shareholder approval of equity compensation plans that includes an exemption for such awards and that is applicable to the Company).

2.17 " Exchange Act " means the Securities Exchange Act of 1934, as amended from time to time. References to a particular section of the Exchange Act include references to successor provisions.

2.18 " Fair Market Value " means (A) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee, and (B) with respect to Shares, unless otherwise determined by the Committee, as of any date, (i) the average of the high and low trading prices on the date of determination on the New York Stock Exchange (or, if no sale of Shares was reported for such date, on the next preceding date on which a sale of Shares was reported); (ii) if the Shares are not listed on the New York Stock Exchange, the average of the high and low trading prices of the Shares on such other national exchange on which the Shares are principally traded or as reported by the National Market System, or similar organization, or if no such quotations are available, the average of the high bid and low asked

quotations in the over-the-counter market as reported by the National Quotation Bureau Incorporated or similar organizations; or (iii) in the event that there shall be no public market for the Shares, the fair market value of the Shares as determined by the Committee.

2.19 " Freestanding SAR " means an SAR that is granted independently of any other Award.

2.20 " Good Reason " shall have the meaning assigned to such term in the Grantee's individual employment or severance agreement or, if the Grantee is not a party to an agreement in which Good Reason is defined, Good Reason shall mean the occurrence of any of the events or conditions described below which are not cured by the Company (if susceptible to cure by the Company) within thirty (30) days after the Company has received written notice from the Grantee (which notice must be provided by the Grantee within ninety (90) days of the initial existence of the event or condition constituting Good Reason): (i) a material adverse alteration in the nature or status of the Grantee's responsibilities from those in effect immediately prior to the Change in Control other than any such alteration primarily attributable to the fact that the Company may no longer be a public company or to other changes in the identity, nature or structure of the Company; and provided , that a change in the Grantee's title or reporting relationships shall not of itself constitute Good Reason (unless such change results in a material adverse alteration as described above), (ii) any material reduction in the Grantee's base salary except for any across-the-board reduction similarly affecting similarly-situated employees of the Company, or (iii) the relocation of the Grantee's principal place of employment to a location more than 40 miles from the Grantee's principal place of employment immediately prior to the Change of Control, provided that such relocation results in a material negative change to the Grantee's employment.

2.21 " Grant Date " has the meaning set forth in Section 5.2.

2.22 " Grantee " means an individual who has been granted an Award.

2.23 " including " or " includes " means "including, without limitation," or "includes, without limitation," respectively.

2.24 " Option " means an option granted under Article 6 of the Plan.

2.25 " Option Price " means the price at which a Share may be purchased by a Grantee pursuant to an Option.

2.26 " Option Term " means the period beginning on the Grant Date of an Option and ending on the expiration date of such Option, as specified in the Award Agreement for such Option and as may, consistent with the provisions of the Plan, be extended from time to time by the Committee prior to the expiration date of such Option then in effect.

2.27 " Performance Period " has the meaning set forth in Section 7.2.

2.28 " Period of Restriction " means the period during which the transfer of Restricted Shares is limited in some way (the length of the period being based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee), and the Shares are subject to a substantial risk of forfeiture, as provided in Article 8.

2.29 " Person " shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) thereof.

2.30 " Plan " has the meaning set forth in Section 1.1.

2.31 " Required Withholding " has the meaning set forth in Article 16.

2.32 " Restricted Shares " means Shares or Share Units that are subject to forfeiture if the Grantee does not satisfy the conditions specified in the Award Agreement applicable to such Shares or Share Units.

2.33 " Retirement " means, for any Grantee who is an employee of the Company or a Subsidiary (or is a director of the Company, if the Grantee was an employee at the time he received an Employment Inducement Award), (A) for any Award other than a Share Unit, a Termination of Affiliation by the Grantee upon having both attained age fifty-five (55) and completed at least ten (10) years of service with the Company or a Subsidiary or (B) for any Share Unit, having both attained age fifty-five (55) and completed at least ten (10) years of service with the Company or a Subsidiary.

2.34 " Rule 16b-3 " means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together with any successor rule, as in effect from time to time.

2.35 " SAR " means a stock appreciation right.

2.36 " SEC " means the United States Securities and Exchange Commission, or any successor thereto.

2.37 " Section " means, unless the context otherwise requires, a Section of the Plan.

2.38 " Section 16 Person " means a person who is subject to potential liability under Section 16(b) of the 1934 Act with respect to transactions involving equity securities of the Company.

2.39 " Share " means a share of Common Stock.

2.40 " Share Unit " means a bookkeeping entry representing the equivalent of one share of Common Stock that is payable in the form of Common Stock unless at the time of grant the Plan Committee or the Board designates it to be paid in cash or any combination of cash and Common Stock.

2.41 " Strike Price " of any SAR shall equal, for any Tandem SAR (whether such Tandem SAR is granted at the same time as or after the grant of the related Option), the Option Price of such Option, or for any other SAR, 100% of the Fair Market Value of a Share on the Grant Date of such SAR; provided that the Committee may specify a higher Strike Price in the Award Agreement.

2.42 " Subsidiary " means a United States or foreign corporation or limited liability company, partnership or other similar entity with respect to which the Company owns, directly or indirectly, 50% or more of the Voting Power of such corporation, limited liability company, partnership or other similar entity

2.43 " Tandem SAR " means an SAR that is granted in connection with a related Option, the exercise of which shall require cancellation of the right to purchase a Share under the related Option (and when a Share is purchased under the related Option, the Tandem SAR shall similarly be canceled).

2.44 " Termination of Affiliation " occurs on the first day on which an individual is for any reason no longer providing services to the Company or any Subsidiary in the capacity of an employee, director or consultant, or with respect to an individual who is an employee or director of, or consultant to, a corporation which is a Subsidiary, the first day on which such corporation ceases to be a Subsidiary; provided, however, that for each Award subject to Section 409A of the Code, a Termination of Affiliation shall be deemed to have occurred under this Plan with respect to such Award on the first day on which an individual has experienced a "separation from service" within the meaning of Section 409A of the Code.

2.45 " Voting Power " means the combined voting power of the then-outstanding securities of a corporation entitled to vote generally in the election of directors.

Article 3. Administration

3.1 Committee

(a) Subject to Article 13, and to Section 3.2, the Plan shall be administered by the Board, or a committee appointed by the Board to administer the Plan ("Plan Committee"). To the extent the Board considers it desirable to comply with or qualify under Rule 16b-3, the Plan Committee shall consist of two or more directors of the Company, all of whom qualify as "non-employee directors" within the meaning of Rule 16b-3. The number of members of the Plan Committee shall from time to time be increased or decreased, and shall be subject to such conditions, in each case as the Board deems appropriate to permit transactions in Shares pursuant to the Plan to satisfy such conditions of Rule 16b-3 as then in effect.

(b) The Board or the Plan Committee may appoint and delegate to another committee ("Management Committee") any or all of the authority of the Board or the Plan Committee, as applicable, with respect to Awards to Grantees other than Grantees who are Section 16 Persons at the time any such delegated authority is exercised.

(c) Any references herein to "Committee" are references to the Board, or the Plan Committee or the Management Committee, as applicable.

3.2 Powers of Committee

Subject to the express provisions of the Plan, the Committee has full and final authority and sole discretion as follows:

(a) to determine when, to whom and in what types and amounts Awards should be granted and the terms and conditions applicable to each Award and whether or not specific Awards shall be granted in connection with other specific Awards, and if so whether they shall be exercisable cumulatively with, or alternatively to, such other specific Awards;

(b) to determine the amount, if any, that a Grantee shall pay for Restricted Shares, whether to permit or require the payment of cash dividends thereon to be deferred and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon the exercise of an Option) shall be forfeited and whether such shares shall be held in escrow;

(c) to construe and interpret the Plan and to make all determinations necessary or advisable for the administration of the Plan;

(d) to make, amend, and rescind rules relating to the Plan, including rules with respect to the exercisability and nonforfeitability of Awards upon the Termination of Affiliation of a Grantee;

(e) to determine the terms and conditions of all Award Agreements (which need not be identical) and, with the consent of the Grantee, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards to the extent permitted by the Plan; provided that the consent of the Grantee shall not be required for any amendment which (i) does not adversely affect the rights of the Grantee, or (ii) is necessary or advisable (as determined by the Committee) to carry out the purpose of the Award as a result of any new or change in existing applicable law;

(f) to cancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefore;

(g) to accelerate the exercisability (including exercisability within a period of less than six months after the Grant Date) or the vesting of, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and at any time, including in connection with a Termination of Affiliation;

(h) subject to Sections 1.3 and 5.3, to extend the time during which any Award or group of Awards may be exercised;

(i) to make such adjustments or modifications to Awards to Grantees working outside the United States as are advisable to fulfill the purposes of the Plan or to comply with applicable local law;

(j) to impose such additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently with the grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised by a Grantee;

(k) to ensure that any Award granted under the Plan qualifies as an Employment Inducement Award; and

(l) to take any other action with respect to any matters relating to the Plan for which it is responsible.

All determinations on all matters relating to the Plan or any Award Agreement may be made in the sole and absolute discretion of the Committee, and all such determinations of the Committee shall be final, conclusive and binding on all Persons. No member of the Committee shall be liable for any action or determination made with respect to the Plan or any Award.

Article 4. Shares Subject to the Plan and Maximum Awards

4.1 Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2, the number of Shares hereby reserved for issuance under the Plan shall be 1,000,000. If any Shares subject to an Award granted hereunder are forfeited, terminated, expired or canceled or such Award otherwise terminates without the issuance of such Shares or of other consideration in lieu of such Shares, the Shares subject to such Award, to the extent of any such forfeiture, termination, expiration or cancellation shall again be available for grant under the Plan (without a charge against the aggregate number of Shares available for issuance hereunder). Notwithstanding the foregoing, Shares surrendered or withheld as payment of either the Strike Price of an Award (including Shares otherwise underlying an Award of a SAR that are retained by the Company to account for the grant price of such SAR) and/or withholding taxes in respect of an Award shall no longer be available for grant under the Plan. The Committee may from time to time determine the appropriate methodology for calculating the number of Shares issued pursuant to the Plan. Shares issued pursuant to the Plan may be treasury Shares or newly-issued Shares.

4.2 Adjustments in Authorized Shares. In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, cancel an outstanding Award, in exchange for a cash payment to the holder of an outstanding Award or the substitution of other property for Shares subject to an outstanding Award; provided , that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

Article 5. Eligibility and General Conditions of Awards

5.1 Eligibility. The Committee may grant Awards to any Eligible Person, whether or not he or she has previously received an Award.

5.2 Grant Date. The Grant Date of an Award shall be the date on which the Committee grants the Award or such later date as specified by the Committee.

5.3 Maximum Term. The Option Term or other period during which an Award may be outstanding shall under no circumstances extend more than 10 years after the Grant Date, and shall be subject to earlier termination as herein provided.

5.4 Award Agreement. To the extent not set forth in the Plan, the terms and conditions of each Award (which need not be the same for each grant or for each Grantee) shall be set forth in an Award Agreement.

5.5 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise or vesting of an Award as it may deem advisable, including restrictions under applicable federal securities laws.

5.6 Termination of Affiliation. Except as otherwise provided by the Committee or in an Award Agreement, and subject to the provisions of Section 12.1, the extent to which the Grantee shall have the right to exercise, vest in, or receive payment in respect of an Award following Termination of Affiliation shall be determined in accordance with the following provisions of this Section 5.6.

(a) For Cause. If a Grantee has a Termination of Affiliation for Cause, (i) the Grantee's Restricted Shares that are forfeitable shall thereupon be forfeited, subject to the provisions of Section 8.4 regarding repayment of certain amounts to the Grantee; and (ii) any unexercised Option, or SAR shall terminate effective immediately upon such Termination of Affiliation.

(b) On Account of Death or Disability. If a Grantee has a Termination of Affiliation on account of death or Disability, then:

(1) the Grantee's Restricted Shares that were forfeitable shall thereupon become nonforfeitable; and

(2) any unexercised Option or SAR, whether or not exercisable on the date of such Termination of Affiliation, may be exercised, in whole or in part, within the first 12 months after such Termination of Affiliation (but only during the Option Term) and shall terminate immediately thereafter; such Option or SAR may be exercised to the extent permitted under this section by the Grantee or, after his or her death, by (i) his or her personal representative or the person to whom the Option or SAR, as applicable, is transferred by will or the applicable laws of descent and distribution, or (ii) the Grantee's beneficiary designated in accordance with Article 11.

(1) the Grantee's Restricted Shares that were forfeitable shall thereupon become nonforfeitable; and

(2) any unexercised Option or SAR, whether or not exercisable on the date of such Termination of Affiliation, may be exercised, in whole or in part, within the first five years after such Termination of Affiliation (but only during the Option Term) and shall terminate immediately thereafter; such Option or SAR may be exercised to the extent permitted under this section by the Grantee or, after his or her death, by (i) his or her personal representative or the person to whom the Option or SAR, as applicable, is transferred by will or the

applicable laws of descent and distribution, or (ii) the Grantee's beneficiary designated in accordance with Article 11.

(d) Any Other Reason. If a Grantee has a Termination of Affiliation for any reason other than for Cause, death, Disability or Retirement, then:

(1) the Grantee's Restricted Shares, to the extent forfeitable on the date of the Grantee's Termination of Affiliation, shall be forfeited on such date;

(2) if such Termination of Affiliation is the result of the Grantee's voluntary termination of employment, any unexercised Option or SAR, to the extent not exercisable immediately before the Grantee's Termination of Affiliation shall terminate immediately upon such Termination of Affiliation, and to the extent exercisable immediately before the Grantee's Termination of Affiliation, may be exercised in whole or in part, not later than three months after such Termination of Affiliation (but only during the Option Term) and shall terminate immediately thereafter; such Option or SAR may be exercised to the extent permitted under this section by the Grantee or, after his or her death, by (i) his or her personal representative or the person to whom the Option or SAR, as applicable, is transferred by will or the applicable laws of descent and distribution, or (ii) the Grantee's beneficiary designated in accordance with Article 11; and

(3) if such Termination of Affiliation is the result of the Grantee's termination of employment by the Company or a Subsidiary (other than for Cause), then, the portion of any Option that was not exercisable immediately before the Grantee's Termination of Affiliation, may be exercised in whole or in part, not later than three months after such Termination of Affiliation (but only during the Option Term) and shall terminate immediately thereafter; such Option or SAR may be exercised to the extent permitted under this section by the Grantee or, after his or her death, by (i) his or her personal representative or the person to whom the Option is transferred by will or the applicable laws of descent and distribution, or (ii) the Grantee's beneficiary designated in accordance with Article 11.

5.7 Nontransferability of Awards .

(a) Except as provided in Section 5.7(c) below, each Award, and each right under any Award, shall be exercisable only by the Grantee during the Grantee's lifetime, or, if permissible under applicable law, by the Grantee's guardian or legal representative.

(b) Except as provided in Section 5.7(c) below, no Award (prior to the time, if applicable, Shares are issued in respect of such Award), and no right under any Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Grantee otherwise than by will or by the laws of descent and distribution (or in the case of Restricted Shares, to the Company), and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Subsidiary; provided , that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(c) To the extent and in the manner permitted by the Committee, and subject to such terms, conditions, restrictions or limitations that may be prescribed by the Committee, a Grantee may transfer an Award to (i) a spouse, sibling, parent, child (including an adopted child) or grandchild (any of which, an "Immediate Family Member") of the Grantee; (ii) a trust, the primary beneficiaries of which consist exclusively of the Grantee or Immediate Family Members of the Grantee; or (iii) a corporation, partnership or similar entity, the owners of which consist exclusively of the Grantee or Immediate Family Members of the Grantee.

5.8 Cancellation and Rescission of Awards. Unless the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold, or otherwise limit or restrict any unexercised Award at any time if the Grantee is not in compliance with all applicable provisions of the Award Agreement and the Plan or if the Grantee has a Termination of Affiliation for Cause.

5.9 Loans and Guarantees. The Committee may, subject to applicable law, (i) allow a Grantee to defer payment to the Company of all or any portion of the Option Price of an Option or the purchase price of Restricted Shares, or (ii) cause the Company to loan to the Grantee, or guarantee a loan from a third party to the Grantee for, all or any portion of the Option Price of an Option or the purchase price of Restricted Shares or all or any portion of any taxes associated with the exercise of, nonforfeitability of, or payment of benefits in connection with, an Award. Any such payment deferral, loan or guarantee by the Company shall be on such terms and conditions as the Committee may determine. Notwithstanding the foregoing, the Company shall not loan to the Grantee, or guarantee a loan from a third party to the Grantee, as described in the preceding sentence, if such loan is prohibited under Section 402 of the Sarbanes-Oxley Act of 2002, as may be amended.

Article 6. Stock Options

6.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to any Eligible Person in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee. Without in any manner limiting the generality of the foregoing, and in a manner intended to comply with Section 409A of the Code, the Committee may grant to any Eligible Person, or permit any Eligible Person to elect to receive, an Option in lieu of or in substitution for any other compensation (whether payable currently or on a deferred basis, and whether payable under this Plan or otherwise) which such Eligible Person may be eligible to receive from the Company or a Subsidiary.

6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the Option Term, the number of shares to which the Option pertains, the time or times at which such Option shall be exercisable and such other provisions as the Committee shall determine.

6.3 Option Price. The Option Price of an Option under this Plan shall be determined by the Committee, and shall be equal to or more than 100% of the Fair Market Value of a Share on the Grant Date; provided, however, that any Option that is (x) granted to a Grantee in connection with the acquisition ("Acquisition"), however effected, by the Company of another corporation or entity ("Acquired Entity") or the assets thereof, (y) associated with an option to purchase shares of stock of the Acquired Entity or an affiliate thereof ("Acquired Entity Option") held by such Grantee immediately prior to such Acquisition, and (z) intended to preserve for the Grantee the economic value of all or a portion of such Acquired Entity Option ("Substitute Option") may, to the extent necessary to achieve such preservation of economic value, be granted with an Option Price that is less than 100% of the Fair Market Value of a Share on the Grant Date, provided that such grant is made in a manner that will not result in the Substitute Option being subject to the requirements of Section 409A of the Code..

6.4 Incentive Stock Options. None of the Options granted under this Plan shall be treated as "incentive stock options" for purposes of the requirements of Section 422 of the Code.

6.5 Payment. Options granted under this Article 6 shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means subject to the approval of the Committee:

(a) cash, personal check or wire transfer;

(b) Shares, valued at their Fair Market Value on the date of exercise;

(d) subject to applicable law, pursuant to procedures approved by the Committee, through the sale of the Shares acquired on exercise of the Option, valued at their Fair Market Value on the date of exercise, sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise; or

(e) when permitted by the Committee, payment may also be made in accordance with Section 5.9.

If any Restricted Shares ("Tendered Restricted Shares") are used to pay the Option Price, a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Article 7. Stock Appreciation Rights

7.1 Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to any Eligible Person at any time and from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination thereof.

The Committee shall determine the number of SARs granted to each Grantee (subject to Article 4), the Strike Price thereof, and, consistent with Section 7.2 and the other provisions of the Plan, the other terms and conditions pertaining to such SARs. The Strike Price shall be determined by the Committee, and shall be equal to or more than 100% of the Fair Market Value of a Share on the Grant Date; provided, however, that an Option that is (x) granted to a Grantee in connection with the acquisition ("Acquisition"), however effected, by the Company of another corporation or entity ("Acquired Entity") or the assets thereof, (y) associated with an option to purchase shares of stock of the Acquired Entity" or an affiliate thereof ("Acquired Entity Option") held by such Grantee immediately prior to such Acquisition, and (z) intended to preserve for the Grantee the economic value of all or a portion of such Acquired Entity Option ("Substitute Option") may, to the extent necessary to achieve such preservation of economic value, be granted with an option price that is less than 100% of the Fair Market Value of a Share on the Grant Date, provided that such grant is made in a manner that will not result in the Substitute Option being subject to the requirements of Section 409A of the Code.

7.2 Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Award upon the surrender of the right to exercise the equivalent portion of the related Award. A Tandem SAR may be exercised only with respect to the Shares for which its related Award is then exercisable.

Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR, (i) the Tandem SAR will expire no later than the expiration of the underlying Option; (ii) the value of the payout with respect to the Tandem SAR may be for no more than 100% of the difference between the Option Price of the underlying Option and the Fair Market Value of the Shares subject to the underlying Option at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the Option exceeds the Option Price of the Option.

7.3 Payment of SAR Amount. Upon exercise of an SAR, the Grantee shall be entitled to receive payment from the Company in an amount determined by multiplying:

(a) the excess of the Fair Market Value of a Share on the date of exercise over the Strike Price;

(b) the number of Shares with respect to which the SAR is exercised;

provided that the Committee may provide in the Award Agreement that the benefit payable on exercise of an SAR shall not exceed such percentage of the Fair Market Value of a Share on the Grant Date as the Committee shall specify. As provided by the Committee, the payment upon SAR exercise shall either be in cash or in Shares which have an aggregate Fair Market Value (as of the date of exercise of the SAR) equal to the amount of the payment, or in some combination thereof, as set forth in the Award Agreement.

Article 8. Restricted Shares

8.1 Grant of Restricted Shares. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Restricted Shares to any Eligible Person in such amounts as the Committee shall determine including, with respect to each Restricted Share that is also a Share Unit, the time and form of payment of such Restricted Share; provided, however, that with respect to Restricted Shares that are also Share Units, if such Share Units would be subject to Section 409A of the Code, the provisions of such Share Unit shall comply with the requirements set forth in Section 409A of the Code..

8.2 Award Agreement. Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Shares granted, and such other provisions as the Committee shall determine. The Committee may impose such conditions and/or restrictions on any Restricted Shares granted pursuant to the Plan as it may deem advisable, including restrictions based upon the achievement of specific performance goals (Company-wide, divisional, Subsidiary and/or individual), time-based restrictions on vesting, and/or restrictions under applicable securities laws.

8.3 Consideration. The Committee shall determine the amount, if any, that a Grantee shall pay for Restricted Shares. Such payment shall be made in full by the Grantee before the delivery of the shares or share units and in any event no later than 10 business days after the Grant Date for such shares or share units.

8.4 Effect of Forfeiture. If Restricted Shares are forfeited, and if the Grantee was required to pay for such shares or share units or acquired such Restricted Shares upon the exercise of an Option, the Grantee shall be deemed to have resold such Restricted Shares to the Company at a price equal to the lesser of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the Fair Market Value of a Share or Share Unit on the date of such forfeiture. The Company shall pay to the Grantee the required amount as soon as is administratively practical. Such Restricted Shares shall cease to be outstanding, and shall no longer confer on the Grantee thereof any rights as a stockholder of the Company, from and after the date of the event causing the forfeiture, whether or not the Grantee accepts the Company's tender of payment for such Restricted Shares.

8.5 Escrow; Legends. The Committee may provide that any certificates for Restricted Shares (x) shall be held (together with a stock power executed in blank by the Grantee) in escrow by the Secretary of the Company until such Restricted Shares become nonforfeitable or are forfeited and/or (y) shall bear an appropriate legend restricting the transfer of such Restricted Shares. If any Restricted

Shares become nonforfeitable, the Company shall cause any certificates for such shares to be issued without such legend.

Article 9. Beneficiary Designation

Each Grantee under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Grantee, shall be in a form prescribed by the Company, and will be effective only when filed by the Grantee in writing with the Company during the Grantee's lifetime. In the absence of any such designation, benefits remaining unpaid at the Grantee's death shall be paid to the Grantee's estate.

Article 10. Deferrals

The Committee may permit or require a Grantee to defer receipt of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the exercise of an Option or SAR, the lapse or waiver of restrictions with respect to Restricted Shares. If any such deferral is required or permitted, the Committee shall establish rules and procedures for such deferrals; provided, however, to the extent that such deferral is subject to Section 409A of the Code, the rules and procedures established by the Committee shall comply with Section 409A of the Code. Except as otherwise provided in an Award Agreement, any payment or any Shares that are subject to such deferral shall be made or delivered to the Grantee upon the Grantee's Termination of Affiliation.

Article 11. Rights of Employees

11.1 Employment. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Grantee's employment, directorship or consultancy at any time, nor confer upon any Grantee the right to continue in the employ or as a director or consultant of the Company.

11.2 Participation. No employee shall have the right to be selected to receive an Award under the Plan or, having been so selected, to be selected to receive a future Award.

11.3 Dividend Equivalents. Subject to the provisions of the Plan and any Award, the recipient of an Award (including any Award deferred in accordance with procedures established pursuant to Article 12) may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis, cash, stock or other property dividends, or cash payments in amounts equivalent to cash, stock or other property dividends on shares of Common Stock ("Dividend Equivalents") with respect to the number of shares of Common Stock covered by the Award, as determined by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional shares or otherwise reinvested; provided, however, that if such payment of dividends or Dividend Equivalents would be subject to Section 409A of the Code, no such payment may be made if it would fail to comply with the requirements set forth in Section 409A of the Code. Notwithstanding the foregoing, no dividends or Dividend Equivalents will be paid with respect to unvested Performance Units or Performance Awards.

Article 12. Change of Control

(a) With respect to each outstanding Award that is assumed or substituted in connection with a Change of Control, in the event of a termination of a Grantee's employment or service by the Company without Cause or for Good Reason during the 24-month period following such Change of Control, on the date of such termination (i) such Award shall become fully vested and, if applicable, exercisable, (ii) the restrictions, payment conditions, and forfeiture conditions applicable

to any such Award granted shall lapse, and (iii) any performance conditions imposed with respect to Awards shall be deemed to be fully achieved at target levels.

(b) With respect to each outstanding Award that is not assumed or substituted in connection with a Change of Control, immediately upon the occurrence of the Change of Control, (i) such Award shall become fully vested and, if applicable, exercisable, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to any such Award granted shall lapse, and (iii) any performance conditions imposed with respect to Awards shall be deemed to be fully achieved at target levels.

(c) For purposes of this Article XII, an Award shall be considered assumed or substituted for if, following the Change of Control, the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change of Control except that, if the Award related to Shares, the Award instead confers the right to receive common stock of the acquiring entity.

(d) Notwithstanding any other provision of the Plan, in the event of a Change of Control, except as would otherwise result in adverse tax consequences under Section 409A of the Code, the Board may, in its sole discretion, provide that each Award shall, immediately upon the occurrence of a Change of Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (x) the excess of the consideration paid per Share in the Change of Control over the exercise or purchase price (if any) per Share subject to the Award multiplied by (y) the number of Shares granted under the Award. Where such acceleration would result in adverse tax consequences under Section 409A of the Code with respect to an Award, the Board may, in its sole discretion, provide that such Award shall become vested and non-forfeitable upon the occurrence of the Change of Control; provided, however, that the Grantee shall not be able to exercise the Award, and the Award shall not become payable, except in accordance with the terms of such Award or until such earlier time as the exercise and/or payment complies with Section 409A of the Code.

Article 13. Amendment, Modification, and Termination

13.1 Amendment, Modification, and Termination. Subject to the terms of the Plan, the Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part. To the extent applicable and required by the New York Stock Exchange (or such other exchange upon which the Company lists its shares for trading) or any other applicable law, rule or regulation, no amendment and no transaction that would constitute a repricing shall be effective unless approved by the Company's stockholders. Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or SARs or cancel outstanding Options or SARS in exchange for cash, other awards or Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs without stockholder approval. The Board may delegate to the Plan Committee any or all of the authority of the Board under Section 13.1 to alter, amend, suspend or terminate the Plan.

13.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described in Section 4.2) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan; provided that no such adjustment shall be authorized to the extent

that such authority would be inconsistent with the Plan's meeting the requirements of the Performance-Based Exception.

13.3 Awards Previously Granted. Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Grantee of such Award.

Article 14. Withholding

14.1 Withholding

(a) Mandatory Tax Withholding.

(1) Whenever, under the Plan, Shares are to be delivered upon exercise or payment of an Award or upon Restricted Shares becoming nonforfeitable, or any other event with respect to rights and benefits hereunder, the Company shall be entitled to require (i) that the Grantee remit an amount in cash, or if determined by the Committee, Shares, sufficient to satisfy all federal, state, local and foreign tax withholding requirements related thereto ("Required Withholding"), (ii) the withholding of such Required Withholding from compensation otherwise due to the Grantee or from any Shares or other payment due to the Grantee under the Plan or (iii) any combination of the foregoing.

(2) Any Grantee who makes a Disqualifying Disposition or an election under Section 83(b) of the Code shall remit to the Company an amount sufficient to satisfy all resulting Required Withholding; provided that, in lieu of or in addition to the foregoing, the Company shall have the right to withhold such Required Withholding from compensation otherwise due to the Grantee or from any Shares or other payment due to the Grantee under the Plan.

(b) Elective Share Withholding .

(1) Subject to Section 14.1(b)(2), a Grantee may elect the withholding ("Share Withholding") by the Company of a portion of the Shares subject to an Award upon the exercise of such Award or upon Restricted Shares becoming non-forfeitable or upon making an election under Section 83(b) of the Code (each, a "Taxable Event") having a Fair Market Value equal to (i) the minimum amount necessary to satisfy Required Withholding liability attributable to the Taxable Event; or (ii) with the Committee's prior approval, a greater amount, not to exceed the estimated total amount of such Grantee's tax liability with respect to the Taxable Event.

(2) Each Share Withholding election shall be subject to the following conditions:

(i) any Grantee's election shall be subject to the Committee's discretion to revoke the Grantee's right to elect Share Withholding at any time before the Grantee's election if the Committee has reserved the right to do so in the Award Agreement;

(ii) the Grantee's election must be made before the date (the "Tax Date") on which the amount of tax to be withheld is determined; and

(iii) the Grantee's election shall be irrevocable.

14.2 Notification under Code Section 83(b). If the Grantee, in connection with the exercise of any Option, or the grant of Restricted Shares, makes the election permitted under Section 83(b) of the Code to include in such Grantee's gross income in the year of transfer the amounts specified in Section 83(b) of the Code, then such Grantee shall notify the Company of such election within 10 days of filing the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. The Committee

may, in connection with the grant of an Award or at any time thereafter prior to such an election being made, prohibit a Grantee from making the election described above.

Article 15. Successors

All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business and/or assets of the Company.

Article 16. Additional Provisions

16.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural.

16.2 Severability. If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

16.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges as may be required. Notwithstanding any provision of the Plan or any Award, Grantees shall not be entitled to exercise, or receive benefits under, any Award, and the Company shall not be obligated to deliver any Shares or other benefits to a Grantee, if such exercise or delivery would constitute a violation by the Grantee or the Company of any applicable law or regulation.

16.4: Securities Law Compliance .

(a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Shares acquired pursuant to Awards under the Plan as it may deem advisable. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1993, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company evidence satisfactory to the Company that such registration is not required.

(b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any stock exchange upon which any of the Company's equity securities are listed, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

16.5 No Rights as a Stockholder. A Grantee shall not have any rights as a stockholder of the Company with respect to the Shares (other than Restricted Shares) which may be deliverable upon

exercise or payment of such Award until such shares have been delivered to him or her. Restricted Shares, whether held by a Grantee or in escrow by the Secretary of the Company, shall confer on the Grantee all rights of a stockholder of the Company, except as otherwise provided in the Plan or Award Agreement. At the time of a grant of Restricted Shares, the Committee may require the payment of cash dividends thereon to be deferred and, if the Committee so determines, reinvested in additional Restricted Shares. Stock dividends and deferred cash dividends issued with respect to Restricted Shares shall be subject to the same restrictions and other terms as apply to the Restricted Shares with respect to which such dividends are issued. The Committee may provide for payment of interest on deferred cash dividends.

16.6 Nature of Payments. Awards shall be special incentive payments to the Grantee and shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining any pension, retirement, death or other benefit under (a) any pension, retirement, profit-sharing, bonus, insurance or other employee benefit plan of the Company or any Subsidiary or (b) any agreement between (i) the Company or any Subsidiary and (ii) the Grantee, except as such plan or agreement shall otherwise expressly provide.

16.7 Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware other than its laws respecting choice of law.

16.8 Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Plan comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Plan shall be interpreted and be administered to be in compliance therewith. Any payments described in this Plan that are due within the "short term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Plan, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following the Grantee's termination of employment shall instead be paid on the first business day after the date that is six months following the Grantee's separation from service (or upon Participant's death, if earlier). In addition, for purposes of this Plan, each amount to be paid or benefit to be provided to the Grantee pursuant to the Plan, which constitute deferred compensation subject to Section 409A of the Code, shall be construed as a separate identified payment for purposes of Section 409A of the Code.

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Exhibit 10.8

JANUS CAPITAL GROUP INC. 2012 Employment Inducement Award Plan (as adopted effective as of January 24, 2012)
Table of Contents
Janus Capital Group Inc. 2012Employment Inducement Award Plan
(AS ADOPTED EFFECTIVE AS OF January 24, 2012)

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Exhibit 10.9

JANUS CAPITAL GROUP INC.

AMENDED AND RESTATED
MUTUAL FUND SHARE INVESTMENT PLAN
(Amended and restated as of January 1, 2012)

Janus Capital Group Inc. has established the Janus Capital Group Inc. Mutual Fund Share Investment Plan for the purpose of aligning the interests of key personnel with shareholder through the use of phantom investments in Janus retail mutual funds.

Article 1. Definitions

1.1: Administrator means the Committee or the person or persons designated by the Committee to administer the Plan.
1.2: Award means an amount payable in cash by the Company to a Participant as determined by the Administrator.
1.3: Board means the Board of Directors of the Company.
1.4: Code means the Internal Revenue Code of 1986, as amended, and any regulations or guidance issued there under.
1.5: A Change in Control shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(a) a change in the composition of the Board such that the individuals who, as of the effective date of the this Agreement, constitute the Board (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided , however , for purposes of this definition, that any individual who becomes a member of the Board subsequent to the effective date hereof, whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further , that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as modified) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(b) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of the assets or stock of another entity ("Business Combination"); excluding, however, such a Business Combination pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company or any employee benefit plan (or related trust) of the Company or the corporation resulting from such

Business Combination) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Business Combination; and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Business Combination; or

Notwithstanding the above, for each Award subject to Section 409A of the Code, a Change in Control shall be deemed to have occurred under this Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.

1.6: Company means Janus Capital Group Inc., a Delaware corporation, or any successor company.
1.7: Committee means the Compensation Committee of the Board, or a separate committee appointed by the Board to administer the Plan.
1.8: Disability shall mean that a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which an be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company or a Subsidiary of the Company.
1.9: Eligible Employee means an employee or director of the Company or any Subsidiary that is eligible to participate in the Plan as designated by the Committee or the Administrator.
1.10: Good Reason shall have the meaning assigned to such term in the Participant's individual employment or severance agreement or, if the Participant is not a party to an agreement in which Good Reason is defined, Good Reason shall mean the occurrence of any of the events or conditions described below which are not cured by the Company (if susceptible to cure by the Company) within thirty (30) days after the Company has received written notice from the Participant (which notice must be provided by the Participant within ninety (90) days of the initial existence of the event or condition constituting Good Reason): (i) a material adverse alteration in the nature or status of the Participant's responsibilities from those in effect immediately prior to the Change in Control other than any such alteration primarily attributable to the fact that the Company may no longer be a public company or to other changes in the identity, nature or structure of the Company; and provided , that a change in the Participant's title or reporting relationships shall not of itself constitute Good Reason (unless such change results in a material adverse alteration as described above), (ii) any material reduction in the Participant's base salary except for any across-the-board reduction similarly affecting similarly-situated employees of the Company, or (iii) the relocation of the Participant's principal place of employment to a location more than 40 miles from the Participant's principal place of employment immediately prior to the Change in Control, provided that such relocation results in a material negative change to the Participant's employment.
1.11: Grant Date means the effective date on which the Committee grants the Award.

1.12: Mutual Fund Share Investment Account means the book-keeping entry account maintained by the Company for each Participant that reflects such Participant's Award (including gains, losses and expenses) and adjustments thereto.
1.13: Participant means an Employee who has been selected by the Committee, in its sole discretion, to participate in the Plan.
1.14: Person shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.
1.15: Plan means the Amended and Restated Janus Capital Group Inc. Mutual Fund Share Investment Plan, as may be amended from time to time.
1.16: Retirement means, for any Participant who is a director or an employee of the Company or any Subsidiary, the Participant having both attained age fifty-five (55) and completed at least ten (10) years of service with the Company or a Subsidiary.
1.17: Subsidiary means a United States or foreign corporation or limited liability company, partnership or other similar entity with respect to which the Company owns, directly or indirectly, 50% or more of the Voting Power of such corporation, limited liability company, partnership or other similar entity
1.18: Termination of Affiliation means the occurrence of the first day on which an individual is for any reason no longer an employee, director or consultant of the Company or any Subsidiary, or with respect to an individual who is an employee or director of, or consultant to, a corporation which is a Subsidiary, the first day on which such corporation ceases to be a Subsidiary; provided, however, that for each Award subject to Section 409A of the Code a Termination of Affiliation shall be deemed to have occurred under this Plan with respect to such Award on the first day on which an individual has experienced a "separation from service" within the meaning of Section 409A of the Code.
1.19: Valuation Date means the last business day of each month, or such other date specified by the Administrator.
1.20: Vested means a Participant has a nonforfeitable interest in a portion of his or her Mutual Fund Share Investment Account with respect to an Award.
1.21: Voting Power means the combined voting power of the then-outstanding securities of a corporation entitled to vote generally in the election of directors.

Article 2. Eligibility

2.1: Eligibility . The Committee may grant Awards to any Eligible Employee, whether or not he or she has previously received an Award.
2.2: Award Agreement . To the extent not set forth in the Plan, the terms and conditions of each Award (which need not be the same for each Award or for each Participant) shall be set forth in an Award Agreement.

Article 3. Vesting

3.1: Award Amount . Except as set forth in Section 3.2 below, a Participant will become Vested with respect to amounts credited to his or her Mutual Fund Share Investment Account in respect of an

Award in accordance with the vesting schedule designated by the Committee and as set forth in the Award Agreement, provided that the Participant is employed by the Company or any Subsidiary on such date.

3.2: Vesting Upon Certain Events .

(a) The Participant will become fully and immediately Vested in all amounts credited to his or her Mutual Fund Share Investment Account upon reaching the age and service requirements of Retirement.

(b) Except as otherwise provided in an Award Agreement or determined by the Committee at the time an Award is granted, following a Change in Control, each outstanding Award shall remain outstanding and shall continue to vest in accordance with its terms; provided, however, that, in the event of a termination of a Participant's employment or service by the Company without Cause or for Good Reason during the 24-month period following such Change in Control, on the date of such termination (i) such Award shall become fully and immediately Vested in all amounts credited to his or her Mutual Fund Share Investment Account, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to any such Award granted shall lapse, and (iii) any performance conditions imposed with respect to Awards shall be deemed to be fully achieved at target levels. Where such acceleration would result in adverse tax consequences under Section 409A of the Code with respect to an Award, the Committee may, in its sole discretion, provide that such Award shall become Vested and non-forfeitable upon the occurrence of the Change in Control; provided, however, that the Award shall not become payable, except in accordance with the terms of such Award or until such earlier time as the payment complies with Section 409A of the Code.

3.3: Forfeiture . Except as otherwise set forth by the Committee or in the applicable Award Agreement, upon a Participant's Termination of Affiliation for any reason, the portion of the Participant's Mutual Fund Share Investment Account which is not Vested as of the date of such termination shall be forfeited and shall revert in its entirety to the Company.

Article 4. Phantom Investment of the Mutual Fund Share Investment Account .

4.1: Crediting of Awards to Mutual Fund Share Investment Accounts. A Participant's Award shall be credited to his or her Mutual Fund Share Investment Account as soon as administratively practicable following the Grant Date.
4.2: Deemed Investment Fund Allocation . Each Participant's Award shall be deemed invested in one of the phantom investment options set forth in Section 4.3 below.
4.3: Phantom Investment Options . The phantom investment options that are available under this Plan for a Participant's Mutual Fund Share Investment Account shall be designated by the Committee and shall initially include all of those Janus mutual funds that are offered to participants under the Company's 401(k), Profit Sharing and Employee Stock Ownership Plan, subject to applicable prospectus requirements. An amount transferred into one of these phantom investments is converted to phantom units of such phantom investments by dividing such amount by the value of a unit in the applicable fund on the date as of which the amount is treated as invested in this phantom investment by the Administrator. Thereafter, a Participant's interest in each such phantom investment is valued as of a Valuation Date by multiplying the number of phantom units credited to his or her Account on such date by the value of a unit in the applicable fund on such date. In the event the Participant does not make an election, the Participant shall be deemed to have directed that the undesignated portion of the Mutual Fund Share Investment Account be invested in a money market phantom investment option offered under the Plan (or if no money

market investment option is offered, the investment option that most nearly resembles a money market investment option).

4.4: Administrator Discretion . The Administrator shall have the sole discretion to determine the phantom investment options available under the Plan and may change, limit or eliminate an investment fund provided hereunder from time to time. If any phantom investment option ceases to be available under the Plan, the Administrator shall have the authority to credit to any or all other then-available phantom investment options all amounts previously allocated to the terminated phantom investment option (along with deemed earnings, gains and losses relating thereto).
4.5: Phantom Investment Options Directions . In connection with a Participant's first deferral election form submitted under the Plan, the Participant shall specify in one (1) percent increments how the amounts in his or her Mutual Fund Share Investment Account with respect to an Award are to be invested in one or more of the phantom investment options offered under this section; provided however all elections under this Section 4.5 must meet the applicable prospectus requirements. Thereafter, the Participant (i) may specify a different investment direction that shall apply to his or her future Awards, and (ii) may reallocate the investment of his or her Mutual Fund Share Investment Account attributable to an outstanding Award by specifying, in one (1) percent increments, how such amounts are to be invested among the phantom investment options then offered under the Plan. The Administrator may provide that such initial allocations or reallocations are to be made in a different increment specified by the Administrator. A new investment direction for future Awards and a reallocation of a Participant's Mutual Fund Share Investment Account attributable to outstanding Awards shall be made using the investment procedures that are provided by the Administrator's delegate for this purpose. This procedure may include the use of written or electronic forms, as well as the use of a voice-response system, as determined by the Administrator's delegate.
4.6: Phantom Investment Options Reallocations . Any investment reallocation of a Participant's Mutual Fund Share Investment Account attributable to outstanding Awards shall be effective within five (5) business days after the date the investment reallocation is received by the Administrator's delegate. If more than one reallocation is received on a timely basis, the reallocation that the Administrator's delegate determines to be the most recent shall be followed.
4.7: Direction and Reallocation Default Rules . If the Administrator's delegate possesses at any time investment directions as to the phantom investment of less than all of a Participant's Mutual Fund Share Investment Account, the Participant shall be deemed to have directed that the undesignated portion of the Mutual Fund Share Investment Account be invested in a money market phantom investment option offered under the Plan (or if no money market investment option is offered, the investment option that most nearly resembles a money market investment option).
4.8: Earnings or Losses . As of each Valuation Date, a Participant's Mutual Fund Share Investment Account shall be credited with earnings and gains (and shall be debited for expenses and losses) determined as if the amounts credited to his or her Mutual Fund Share Investment Account had actually been invested as directed by the Participant in accordance with this article. The Plan provides only for "phantom investments," and therefore such earnings, gains, expenses and losses are hypothetical and not actual. However, they shall be applied to measure the value of a Participant's Mutual Fund Share Investment Account and the amount of the Company's liability to make payments to or on behalf of the Participant.

Article 5. Distributions

5.1: General . Except as otherwise determined by the Committee in its sole discretion in a manner compliant with Section 409A of the Code, a Participant shall receive a lump sum cash distribution in respect of the Vested portion of his or her Mutual Fund Share Investment Account as soon as practicable following the date such portion becomes Vested, but subject to the provisions of Section 5.3, in no case later than 2 ¹ / 2 months following the end of the taxable year in which such portion becomes Vested.
5.2: Termination of Affiliation . If the Committee determines in the Award Agreement or otherwise that any portion of a Participant's Mutual Fund Share Investment Account shall become Vested upon a Participant's Termination of Affiliation, the portion of the Participant's Mutual Fund Share Investment Account which is Vested on Termination of Affiliation shall be distributed as soon as practicable following the date of such Termination of Affiliation, but subject to the provisions of Section 5.3, in no case later than 2 ¹ / 2 months following the end of the taxable year in which such Termination of Affiliation occurs.
5.3: Six-Month Delay . To the extent subject to Section 409A of the Code, if any distributions due to a Participant hereunder would cause the application of an accelerated or additional tax under Section 409A of the Code such distributions shall be restructured in a manner which does not cause such an accelerated or additional tax. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Award Agreement during the six-month period immediately following a Participant's separation from service shall instead be paid on the first business day after the date that is six months following the Participant's separation from service (or death, if earlier).

Article 6. Beneficiary Designation

6.1: Beneficiary Designation . Each Participant shall have the right, at any time, to designate any person or persons as beneficiary or beneficiaries (both principal as well as contingent) to whom a lump sum cash payment of the balance of the Participant's Mutual Fund Share Investment Account shall be made in the event of the Participant's death. In the event of multiple beneficiaries, such payment shall be apportioned among the beneficiaries in accordance with the designation forms. A beneficiary designation may be changed by a Participant by filing such change on a form prescribed by the Administrator. The receipt of a new beneficiary designation form will cancel all previously filed beneficiary designations.
6.2: Failure to Designate . If a Participant fails to designate a beneficiary as provided above, or if all designated beneficiaries predecease the Participant, then all payments hereunder in respect of the Participant shall be made to the Participant's estate.

Article 7. Plan Administration .

7.1: Administrator. The Administrator is responsible for the administration of the Plan. The Administrator has the authority to name one or more delegates to carry out certain responsibilities hereunder. Any such delegation shall state the scope of responsibilities being delegated.
7.2: Action. Action by the Administrator may be taken in accordance with procedures that the Administrator adopts from time to time and that the Company's Legal Department determines are legally permissible.

7.3: Powers of the Administrator . The Administrator shall administer and manage the Plan and shall have (and shall be permitted to delegate) all powers necessary to accomplish that purpose, including (but not limited to) the following:

(a) To exercise its discretionary authority to construe, interpret, and administer this Plan;

(b) To exercise its discretionary authority to make all decisions regarding eligibility, participation and deferrals, to make allocations and determinations required by this Plan, and to maintain records regarding Participants' Mutual Fund Share Investment Accounts;

(c) To compute and certify to the Company the amount and kinds of payments to Participants or their Beneficiaries, and to determine the time and manner in which such payments are to be paid;

(d) To authorize all disbursements by the Company pursuant to this Plan;

(e) To maintain (or cause to be maintained) all the necessary records for administration of this Plan;

(f) To make and publish such rules for the regulation of this Plan as are not inconsistent with the terms hereof;

(g) To authorize its delegates to delegate to other individuals or entities from time to time the performance of any of its delegates' duties or responsibilities hereunder;

(h) To establish or to change the phantom investment options or arrangements under Article IV;

(i) To hire agents, accountants, actuaries, consultants and legal counsel to assist in operating and administering the Plan; and

(j) Notwithstanding any other provision of this Plan, the Administrator may take any action it deems appropriate in furtherance of any policy of the Company respecting insider trading as may be in effect from time to time. Such actions may include, but are not limited to, altering the effective date of allocations or distributions of the Mutual Fund Share Investment Account.

The Administrator has the exclusive and discretionary authority to construe and to interpret the Plan, to decide all questions of eligibility for benefits, to determine the amount and manner of payment of such benefits and to make any determinations that are contemplated by (or permissible under) the terms of this Plan, and its decisions on such matters will be final and conclusive on all parties. Any such decision or determination shall be made in the absolute and unrestricted discretion of the Administrator, even if (1) such discretion is not expressly granted by the Plan provisions in question, or (2) a determination is not expressly called for by the Plan provisions in question, and even though other Plan provisions expressly grant discretion or call for a determination. As a result, benefits under this Plan will be paid only if the Administrator decides in its discretion that the applicant is entitled to them. In the event of a review by a court, arbitrator or any other tribunal, any exercise of the Administrator's discretionary authority shall not be disturbed unless it is clearly shown to be arbitrary and capricious.

7.4: Compensation, Indemnity and Liability. The Administrator will serve without bond and without compensation for services hereunder. All expenses of the Plan and the Administrator will be paid by the Company. To the extent deemed appropriate by the Administrator, any such expense may be charged against specific Participant Mutual Fund Share Investment Accounts, thereby reducing the obligation of the Company. No member of the Plan Committee, and no individual acting as the delegate of the Plan Committee, shall be liable for any act or omission of any other member or individual, nor for any act or omission on his or her own part, excepting his or her own willful misconduct. The Company will indemnify and hold harmless each member of the Plan Committee

and any employee of the Company (or an affiliate, if recognized as an affiliate for this purpose by the Administrator) acting as the delegate of the Plan Committee against any and all expenses and liabilities, including reasonable legal fees and expenses, arising out of his or her membership on the Plan Committee (or his or her serving as the delegate of the Committee), excepting only expenses and liabilities arising out of his or her own willful misconduct.

7.5: Taxes. If the whole or any part of any Participant's Mutual Fund Share Investment Account becomes liable for the payment of any estate, inheritance, income, employment, or other tax which the Company or any Subsidiary may be required to pay or withhold, the Company or any Subsidiary will have the full power and authority to withhold and pay such tax out of any moneys or other property in its hand for the account of the Participant. To the extent practicable, the Company will provide the Participant notice of such withholding. Prior to making any payment, the Company may require such releases or other documents from any lawful taxing authority as it shall deem necessary.

Article 8. Claims Procedures

8.1: Claims for Benefits . If a Participant, beneficiary or other person (hereafter, "Claimant") does not receive timely payment of any benefits which he or she believes are due and payable under the Plan, he or she may make a claim for benefits to the Administrator. The claim for benefits must be in writing and addressed to the Administrator. If the claim for benefits is denied, the Administrator will notify the Claimant within 90 days after the Administrator initially received the benefit claim. However, if special circumstances require an extension of time for processing the claim, the Administrator will furnish notice of the extension to the Claimant prior to the termination of the initial 90-day period and such extension may not exceed one additional, consecutive 90-day period. Any notice of a denial of benefits should advise the Claimant of the basis for the denial, any additional material or information necessary for the Claimant to perfect his or her claim, and the steps which the Claimant must take to appeal his or her claim for benefits.
8.2: Appeals of Denied Claims . Each Claimant whose claim for benefits has been denied may file a written appeal for a review of his or her claim by the Administrator. The request for review must be filed by the Claimant within 60 days after he or she received the notice denying his or her claim. The decision of the Administrator will be communicated to the Claimant within 60 days after receipt of a request for appeal. The notice shall set forth the basis for the Administrator's decision. If there are special circumstances which require an extension of time for completing the review, the Administrator's decision may be rendered not later than 120 days after receipt of a request for appeal.

Article 9. Amendment and Termination

9.1: Amendments . The Committee has the right in its sole discretion to amend this Plan in whole or in part at any time and in any manner, including the manner of making deferral elections, the terms on which distributions are made, and the form and timing of distributions. However, except for clarifying amendments necessary to avoid an inappropriate windfall, no Plan amendment shall reduce the amount credited to the Mutual Fund Share Investment Account of any Participant as of the date such amendment is adopted. Any amendment shall be in writing and adopted by the Committee. All Participants and beneficiaries shall be bound by such amendment.
9.2: Termination of Plan . The Company expects to continue this Plan, but does not obligate itself to do so. The Company, acting by the Committee or through its Board, reserves the right to discontinue and terminate the Plan at any time, in whole or in part, for any reason (including a change, or an impending change, in the tax laws of the United States or any State). Termination of

the Plan will be binding on all Participants (and a partial termination shall be binding upon all affected Participants) and their beneficiaries, but in no event may such termination reduce the amounts credited at that time to any Participant's Mutual Fund Share Investment Account. If this Plan is terminated (in whole or in part), the termination resolution shall provide for how amounts theretofore credited to affected Participants' Mutual Fund Share Investment Accounts will be distributed. In accordance with these restrictions, the Company intends to have the maximum discretionary authority to terminate the Plan and make distributions in connection with a Change in Control, and the maximum flexibility with respect to how and to what extent to carry this out following a Change in Control.

9.3: 409A Compliance. Notwithstanding anything to the contrary contained in the Plan or in any Award Agreement, to the extent that the Committee determines that the Plan or any Award is subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, the Committee reserves the right to amend or terminate the Plan and/or amend, restructure, terminate or replace the Award in order to cause the Award to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.

Article 10. Miscellaneous

10.1: Limitation on Participant's Rights . No employee shall have any claim to receive any Award under the Plan, and there is no obligation for uniformity of treatment of employees under the Plan. Participation in this Plan does not give any Participant the right to be employed by the Company or any Subsidiary (or any right or interest in this Plan or any assets of the Company other than as herein provided). The Company or any Subsidiary reserves the right to terminate the employment of any Participant without any liability for any claim against the Company or any Subsidiary under this Plan, except for a claim for payment of deferrals as provided herein.
10.2: Unfunded Obligation of Company . The benefits provided by this Plan are unfunded. All amounts payable under this Plan to Participants are paid from the general assets of the Company. Nothing contained in this Plan requires the Company to set aside or hold in trust any amounts or assets for the purpose of paying benefits to Participants. Neither a Participant, beneficiary, nor any other person shall have any property interest, legal or equitable, in any specific Company asset. This Plan creates only a contractual obligation on the part of the Company, and the Participant has the status of a general unsecured creditor of this Company with respect to amounts of compensation deferred hereunder. Such a Participant shall not have any preference or priority over, the rights of any other unsecured general creditor of the Company. No other entity guarantees or shares such obligation, and no other entity shall have any liability to the Participant or his or her beneficiary.
10.3: Offset . Amounts due to or in respect of Participants under the Plan shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against a Participant or others.
10.4: Other Plans . This Plan shall not affect the right of any Employee or Participant to participate in and receive benefits under and in accordance with the provisions of any other benefit plans which are now or hereafter maintained by the Company, unless the terms of such other benefit plan or plans specifically provide otherwise or it would cause such other plan to violate a requirement for tax favored treatment.
10.5: Receipt or Release . Any payment to a Participant in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Administrator and the Company, and the Administrator may require such Participant, as a condition precedent to such payment, to execute a receipt and release to such effect.

10.6: Governing Law. This Plan shall be construed, administered, and governed in all respects in accordance with applicable federal law and, to the extent not preempted by federal law, in accordance with the laws of the State of Delaware (other than its laws relating to choice of law). If any provisions of this instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.
10.7: Gender, Tense and Examples . In this Plan, whenever the context so indicates, the singular or plural number and the masculine, feminine, or neuter gender shall be deemed to include the other. Whenever an example is provided or the text uses the term "including" followed by a specific item or items, or there is a passage having a similar effect, such passage of the Plan shall be construed as if the phrase "without limitation" followed such example or term (or otherwise applied to such passage in a manner that avoids limitation on its breadth of application).
10.8: Successors and Assigns; Nonalienation of Benefits . This Plan inures to the benefit of and is binding upon the parties hereto and their successors, heirs and assigns; provided, however, that the amounts credited to the Mutual Fund Share Investment Account of a Participant are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to any benefits payable hereunder, including, any assignment or alienation in connection with a separation, divorce, child support or similar arrangement, will be null and void and not binding on the Plan or the Company. Notwithstanding the foregoing, the Administrator reserves the right to make payments in accordance with a divorce decree, judgment or other court order as and when cash payments are made in accordance with the terms of this Plan from the Mutual Fund Share Investment Account of a Participant. Any such payment shall be charged against and reduce the Participant's account.
10.9: Facility of Payment . Whenever, in the Administrator's opinion, a Participant or beneficiary entitled to receive any payment hereunder is under a legal disability or is incapacitated in any way so as to be unable to manage his or her financial affairs, the Administrator may direct the Company to make payments to such person or to the legal representative of such person for his or her benefit, or to apply the payment for the benefit of such person in such manner as the Administrator considers advisable. Any payment in accordance with the provisions of this section shall be a complete discharge of any liability for the making of such payment to the Participant or beneficiary under the Plan.
10.10: Effective Date . The Plan shall take effect on the date of its adoption by the Committee.

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Exhibit 10.9

JANUS CAPITAL GROUP INC.
AMENDED AND RESTATED MUTUAL FUND SHARE INVESTMENT PLAN (Amended and restated as of January 1, 2012)

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Exhibit 10.12.2

THIRD AMENDMENT TO THE JANUS 401(K), PROFIT SHARING
AND EMPLOYEE STOCK OWNERSHIP PLAN

The Janus 401(k), Profit Sharing and Employee Stock Ownership Plan, as amended and restated effective January 1, 2009 (the "Plan"), is hereby amended as follows:

1.: Effective as of the date hereof, Section 1.11 of the Plan is hereby amended in its entirety to read as follows:

1.11 "Compensation" means, for purposes of Employee pre-tax contributions made under Section 4.2 and the matching contribution made under Section 4.1(b), amounts paid to an Eligible Employee by a Participating Employer as "Regular Pay" (defined below), and, for purposes of other contributions made under Article IV, amounts paid to an Eligible Employee by a Participating Employer as "Wages" (defined below). For any Plan Year, only the amounts paid to the Eligible Employee during the Plan Year and while the individual is an Eligible Employee under the Plan shall be taken into account, such that, for example, no amount paid to the Participant following termination of his or her employment with the Employer or an Affiliated Employer shall be taken into account as Compensation. In addition, no severance payment shall be taken into account as Compensation. Furthermore, notwithstanding anything in this definition to the contrary, in each Plan Year and for each Eligible Employee, no amount in excess of the applicable limitation under Code Section 401(a)(17) may be considered Compensation. For the Plan Year commencing January 1, 2007, this limitation is $225,000.

"Regular Pay" is any amount paid to the Eligible Employee as base salary, bonus (other than a retention bonus and signing bonus), overtime or commissions. "Wages" means wages as defined in Code Section 3401(a) for purposes of income tax withholding at the source, plus all other payment of compensation reportable under Code Sections 6041(d), 6051(a)(3) and 6052 and the regulations thereunder, but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). Notwithstanding the foregoing, Wages (i) shall include any amount contributed by the Participating Employer on behalf of the Eligible Employee, pursuant to a salary reduction agreement, which are not included in gross income of the Employee or self-employed individual due to Code Section 125, 132(f)(4), 402(e)(3), 402(h), 402(k), 403(b) or 457(b), and (ii) shall exclude the following amounts that otherwise would constitute wages: reimbursements or other expense allowances, fringe benefits (cash or noncash), moving expenses, deferred compensation, welfare benefits, option exercise income, mutual fund unit awards, signing bonuses and income realized pursuant to vesting under Code Section 83.

Notwithstanding the preceding, for purposes of determining Compensation of a Self-Employed Individual, (a) "Regular Pay" means each guaranteed payment from the Participating Employer representing base compensation, bonus (other than a retention bonus and signing bonus) or commissions, provided such amounts are attributable to the Plan Year and included in the Self-Employed Individual's "Earned Income," and provided further that such amounts are received by the Self-Employed Individual within 15 days of the close of the Plan Year, and (b) "Wages" is the individual's net earnings from self-employment in the trade or business of Participating Employer for which his or her personal services to the Participating Employer are a material income-producing factor, determined without regard to items not included in gross income and the deductions allowable to such items and the deductions allowed to the taxpayer under Code Section 164(f), and reduced by contributions to a qualified plan deductible under Code Section 404. For purposes of determining Regular Pay of a Self-Employed Individual for a Plan Year, "Earned Income" means net earnings from self-employment as defined in Code Section 1402(a).

2.: Effective as of January 1, 2011, the Plan is hereby amended by deleting the current Section 1.16(g) and adding new Section 1.16(g) and (h) to read as follows:

(g) Employees who are employed outside the United States, unless such Employee (i) is a citizen of the United States, (ii) is employed by an Employer, and (iii) does not participate in any retirement program sponsored by the Employer or an Affiliated Employer outside of the United States in a manner that would enable such Employee to accrue benefits funded by the Employer or the Affiliated Employer in such plan.

(h) Employees who are not citizens of the United States, and who transfer to regular employment with an Employer from employment outside of the United States with the Employer or an Affiliated Employer, if such Employee continues to participate in a retirement program sponsored by the Employer or an Affiliated Employer outside of the United States and accrue benefits funded by the Employer or the Affiliated Employer in such plan.

3.: Effective as of the date hereof, Section 4.2(a) of the Plan is hereby amended by deleting the second to last paragraph as follows:

"Automatic Deferral Election Procedures. If the Employer elects to implement an automatic deferral election, then in the event a Participant fails to make a deferral election and does not affirmatively elect to receive cash, such Participant shall be deemed to have made a pre-tax deferral election equal to the percentage of Compensation set forth in procedures established by the Administrator. The automatic deferral election may, in accordance with procedures established by the Administrator, be applied to all Participants on a periodic basis and/or to Eligible Employees who become Participants after a certain date. Furthermore, if the automatic deferral election increases each year, then the Administrator shall establish procedures implementing such provision, including, but not limited to, the time at which such increases take effect. Notwithstanding the preceding, the Plan will comply with applicable federal laws and regulations relating to automatic deferral provisions. As of January 1, 2007, the automatic deferral election shall be an Employee Pre-tax Elective Deferral Contribution for newly eligible and rehired Participants at a rate of 3% of the Participant's Compensation."

4.: Effective as of the date hereof, the Plan is hereby amended by inserting a new Section 4.2(b) to read as follows after Section 4.2(a), and by re-lettering the existing Section 4.2(b) and remaining paragraphs accordingly, in order to clarify the operation of the qualified automatic contribution arrangement under the Plan:

(b) Automatic Pre-tax Elective Deferrals

(1) Notwithstanding any provision of the Plan to the contrary, each Automatically Enrolled Participant shall be deemed to have elected to make Pre-tax Elective Deferrals in an amount equal to the Automatic Percentage, unless and until such Participant makes an Affirmative Election. Upon the receipt of an Affirmative Election, such Participant shall cease to be an Automatically Enrolled Participant.

(2) Within a reasonable period prior to the initial automatic enrollment and the beginning of each Plan Year, the Administrator shall give each Automatically Enrolled Participant a notice explaining the automatic enrollment and his right to make an affirmative contribution election (or to make no Pre-tax Elective Deferrals), including the procedure for exercising that right and the timing for implementation of any such election, and an explanation of how Pre-tax Elective Deferrals made under this Section will be invested in the absence of an investment election by the Automatically Enrolled Participant.

(3) Deferred Compensation made pursuant to this Section 4.2(b) shall be invested in accordance with Article V in the absence of an investment election by the Employee.

(4) Definitions .

(A) " Affirmative Election " means an election made by an Automatically Enrolled Participant to either (A) not make Pre-tax Elective Deferrals or (B) make Pre-tax Elective Deferrals at a level specified in such election.

(B) " Automatically Enrolled Participant " means an Eligible Employee who is not a Participant as of January 1, 2007 (excluding Eligible Employees who prior to January 1, 2007 affirmatively elected not to make Pre-tax Elective Deferrals) or an Employee who becomes an Eligible Employee on or after January 1, 2007.

(C) " Automatic Percentage " means, with respect to any Automatically Enrolled Participant: (I) 3 percent during the period ending on the last day of the first Plan Year which begins after the date on which he became an Automatically Enrolled Participant; (II) 4 percent during the first Plan Year following the last day of the Plan Year described in clause (I); (III) 5 percent during the second Plan Year following the last day of the Plan Year described in clause (I); and (IV) 6 percent during every Plan Year following the last day of the Plan Year described in clause (III); provided, however, that effective July 1, 2011, the percentage increase shall take place as of each successive anniversary entry date of the Automatically Enrolled Participant.

(5) QACA Safe Harbor Plan Potential . The provisions of this Section are intended to constitute a "qualified automatic contribution arrangement" (as defined in section 401(k)(13)(B) of the Code shall be construed accordingly for any Plan Year in advance of which the Employer determines to make a non-elective employer contribution of at least 3% of compensation. For such a Plan Year, the Plan therefore is intended to satisfy the actual deferral percentage and actual contributions percentage tests by virtue of its status as a section 401(k)(13) "qualified automatic contribution arrangement" (the "ADP/ACP QACA Safe Harbor Test") for each Plan Year as to which an appropriate notice has been given. For each such year, notwithstanding any contrary provision of this Plan, the provisions of Section 4.5 through 4.8 shall be inapplicable. The following additional requirements shall apply for a Plan Year for which the Plan is intended to satisfy the ADP/ACP QACA Safe Harbor Test:

(i) Plan Year requirement . Except as provided in Treasury Regulation section 1.401(k)-3(e), the Plan will fail to satisfy the requirements of Code Section 401(k)(13)(B) and this Section for a Plan Year unless such provisions remain in effect for an entire twelve (12) month Plan Year.

(ii) Eliminating or Reducing the Safe Harbor Matching Contribution . The Company may amend the Plan amend the Plan to no longer satisfy the ADP/ACP QACA Safe Harbor Test provided: (A) a supplemental notice is provided to the Participants which explains the consequences of the amendment, specifies the amendment's effective date, and informs Participants that they will have a reasonable opportunity to modify their Pre-tax Elective Deferrals; (B) Participants have a reasonable opportunity (including a reasonable period after receipt of the supplemental notice) prior to the effective date of the amendment to modify their Pre-tax Elective Deferrals; and (C) the amendment is not effective earlier than the later of: (I) thirty (30) days after the supplemental notice is given; or (II) the date the Company adopts the amendment. If the Company should amend the Plan to no longer satisfy the ADP/ACP QACA Safe Harbor Test in accordance with this Section 4.2(b)(6), then effective during the Plan Year, the Company: (x) must continue to apply all of the ADP/ACP QACA Safe Harbor Test requirements of the Plan until the amendment becomes effective; and (y) also must apply for the entire Plan Year, the nondiscrimination testing provisions of Sections 4.5 through 4.8, using the Current Year Testing Method.

5.: Effective as of the date hereof, Section 5.2(b) of the Plan is hereby further amended in its entirety as follows:

(b) Investment Funds . An Investment Fund means any portion of the assets of the Trust Fund that is either (1) required to be an Investment Fund by the terms of the Plan or (2) is chosen by the Administrator, and is designated by the Administrator in a manner and form acceptable to the Trustee. From time to time, the Administrator may determine to include among the Plan's investment options a self-directed brokerage window, with such limitations and restrictions as it may deem appropriate. Any such brokerage window included as an investment option under the Plan shall be considered a single Investment Fund.

6.

Effective as of the date hereof, Section 7.1 of the Plan is hereby further amended in its entirety to read as follows:

7.1: DETERMINATION OF BENEFITS UPON RETIREMENT

Every Participant may terminate employment with the Employer and retire for the purposes hereof on the Participant's Normal Retirement Date. However, a Participant may postpone the termination of employment with the Employer to a later date, in which event the participation of such Participant in the Plan, including the right to receive allocations pursuant to Section 4.4, shall continue until such Participant's Late Retirement Date. Upon a Participant's Retirement Date, or as soon thereafter as is practicable, the Trustee shall distribute, at the election of the Participant, all vested amounts credited to such Participant's Combined Account in accordance with Sections 7.5 and 7.6. In the absence of an affirmative election to receive his or her Plan benefits in connection with his or her Retirement Date, payment shall be deferred and shall be made in accordance with Section 7.7 prior to the Participant's required beginning date.

7.: Effective as of the date hereof, Section 7.6 of the Plan is hereby further amended by adding a new paragraph to the end thereof following the second paragraph:

All distributions of amounts in a Participant's Other Investments Account shall in cash. A Participant may, however, elect to receive distribution of his or her Other Investments Account in-kind or in combination of cash and in-kind securities comprising the Other Investments Account. Any fractional share of any security in a Participant's Other Investments Account shall be paid in cash.

8.: Effective as of the date hereof, Section 7.10 of the Plan is hereby amended by deleting the following sentences:

"No distribution shall be made from the Participant's account unless the Participant has completed five (5) years of participation in the Plan. In the event that the Administrator makes such a distribution, the Participant shall continue to be eligible to participate in the Plan on the same basis as any other Employee."

9.: Effective as of the date hereof, Section 7.11(d) is hereby amended in its entirety to read as follows:

(d) Any distribution made pursuant to this Section shall be made exclusively in cash. Otherwise, any distribution made pursuant to this Section shall be made in a manner which is consistent with and satisfies the provisions of Sections 7.5 and 7.6, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder.

10.

Effective as of July 1, 2011, Section 8.4 shall be amended in its entirety to read as follows:

8.4: LOANS TO PARTICIPANTS

Loans to Participants are permitted pursuant to uniform and nondiscriminatory standards established by the Committee in a written loan policy; provided, however, that a Participant who is

no longer an Employee or to a Beneficiary shall not be eligible for a Plan loan. Each loan shall be evidenced by a promissory note, secured only by the portion of the Participant's Account from which the loan is made, and the Plan shall have a lien on such portion of his or her Account. The interest rate charged on Participant loans shall be a fixed reasonable rate of interest, determined from time to time by the Committee, which provides the Plan with a return commensurate with the prevailing interest rate charged by persons in the business of lending money for loans which would be made under similar circumstances. The Committee may impose a loan application fee and/or loan maintenance fee provided such fees are imposed on a uniform and nondiscriminatory basis. The Committee reserves the right to cease making loans at any time without prior notice to Participants.

11.: Effective as of July 1, 2011, all Participant elections to make Pre-tax Elective Deferrals (affirmatively or automatically by default) or Roth Elective Deferrals, and including elections to make Catch-up Contributions, shall be designated as a percentage of Compensation, and no such election may be made under the Plan by reference to a dollar amount of Compensation. All references in the Plan to Participant contributions being made by reference to a dollar amount of Compensation shall be treated as removed from the Plan.

*******************

IN WITNESS WHEREOF, Janus Capital Group Inc. has executed this Amendment as of this 21 ^st day of June, 2011.


		Janus Capital Group Inc.
		/s/ Gregory A. Frost Gregory A. Frost Executive Vice President Chief Financial Officer and Treasurer
ATTEST:
/s/ Sue J. Armstrong

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Exhibit 10.12.2

THIRD AMENDMENT TO THE JANUS 401(K), PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

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Exhibit 10.12.3

FOURTH AMENDMENT TO THE JANUS 401(K), PROFIT SHARING
AND EMPLOYEE STOCK OWNERSHIP PLAN

The Janus 401(k), Profit Sharing and Employee Stock Ownership Plan, as amended and restated effective January 1, 2009 (the "Plan"), is hereby amended as follows:

1.: Effective as of July 1, 2011, Section 4.2(a) of the Plan is hereby amended in its entirety to read as follows:

(a) Each Participant may elect to defer from 1% to 75% of Compensation which would have been received in the Plan Year, but for the deferral election. A deferral election (or modification of an earlier election) may not be made with respect to Compensation which is currently available on or before the date the Participant executed such election. For purposes of this Section, Compensation shall be determined on a payroll period basis prior to any reductions made pursuant to Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b), 414(v) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.

Each Participant may elect to have two Payroll Withholding Agreements: (i) the regular Payroll Withholding Agreement, which will apply to base compensation and overtime compensation; and (ii) the bonus Payroll Withholding Agreement, which will apply to all compensation other than base compensation and overtime compensation (by way of illustration and not as a limitation, bonus compensation, incentive compensation and performance compensation). Such contributions will be designated as a whole percentage of Compensation.

A Participant must irrevocably designate an Employee Elective Deferral Contribution (which includes any Catch-up contributions) as either a Pre-tax Elective Deferral or a Roth Elective Deferral at the time of the payroll withholding election. In the event a Participant fails to designate an Employee Elective Deferral Contribution as either a Pre-tax Elective Deferral or a Roth Elective Deferral, the Elective Deferral Contribution will be deemed to be a Pre-tax Elective Deferral.

For purposes of this Section, the annual dollar limitation of Code Section 401(a)(17) ($200,000 as adjusted) shall not apply except that the Administrator may elect to apply such limit as part of the deferral election procedures.

Roth Elective Deferrals. Effective January 1, 2007, a Participant may elect to have all or a portion of the Participant's Elective Deferrals to be considered Roth Elective Deferrals when contributed to the Plan. These Roth Elective Deferrals are includible in the Participant's gross income at the time deferred and must be irrevocably designated as Roth Elective Deferrals by the Participant in the Deferral Election Agreement.

Notwithstanding the above, effective January 1, 2002, each Catch-Up Eligible Participant shall be eligible to make Catch-Up Contributions from his or her Compensation during the Plan Year in accordance with, and subject to the limitations of, Code Section 414(v). Such Catch-Up Contributions shall not be taken into account for purposes of Code Sections 402(g) and 415(c). Catch-Up Contributions may be a percentage of base and overtime compensation for each payroll period not to exceed the applicable dollar limit under Code Section 414(v), pursuant to procedures established by the Administrator. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 416 or 410(b), as applicable, by reason of the making of such Catch-Up Contributions.

The amount by which Compensation is reduced shall be that Participant's Deferred Compensation and be treated as an Employer Elective Contribution and allocated to that Participant's Elective Account.

2.: Effective as of the date hereof, Section 4.12(c) hereby is clarified to replace the reference therein to $5,000 with a reference instead to $1,000.

3.: Effective as of the date hereof, Section 7.11 hereby is clarified by adding to the end thereof a new Section 7.11(e) to read as follows:

(e) Upon making a hardship withdrawal, a Participant shall be suspended from making any Deferred Compensation contributions to the Plan (or any contribution to any other qualified or nonqualified deferred compensation or stock option or stock purchase plan maintained by the Employer or an Affiliated Employer) for a period of six months from the date the hardship withdrawal payment is made.

*******************

IN WITNESS WHEREOF, Janus Capital Group Inc. has executed this Amendment as of this 21st day of June, 2011.


		Janus Capital Group Inc.
		/s/ Gregory A. Frost Gregory A. Frost Executive Vice President Chief Financial Officer and Treasurer
ATTEST:
/s/ Sue J. Armstrong

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Exhibit 10.12.3

FOURTH AMENDMENT TO THE JANUS 401(K), PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

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Exhibit 10.12.5

SIXTH AMENDMENT TO THE JANUS 401(K)
AND EMPLOYEE STOCK OWNERSHIP PLAN

The Janus 401(k) and Employee Stock Ownership Plan, as amended and restated effective January 1, 2009 (the "Plan"), is hereby amended as follows:

1. Effective as of January 1, 2009, Section 7.7 of the Plan is hereby amended by adding a new subsection (e) to read as follows:

(e) 2009 Required Minimum Distributions. Notwithstanding anything to the contrary in the Plan, the Plan continued distributions under this Section 7.7 for 2009 and no waiver of such distributions was made under the Plan and such distributions were not eligible for tax-free roll-over treatment.

2. Except as expressly provided herein, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, Janus Capital Group Inc. has executed this Amendment as of this 22nd day of December, 2011.


		Janus Capital Group Inc.
		/s/ Karlene Lacy Karlene Lacy Vice President Tax
ATTEST:
/s/ Sue J. Armstrong

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SIXTH AMENDMENT TO THE JANUS 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN

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Exhibit 10.16.4

JANUS LONG TERM INCENTIVE AWARD ("LTI") ACCEPTANCE FORM

[Name]
[Address]
[City, State ZIP]

The Company grants to [Name] ("you" or "Grantee"), effective as of February 4, 2011 (the "Grant Date"), a Non-Qualified Stock Option Award (the "LTI Award") as described below, subject to the attached Company Plan and the attached Appendix.


Non-Qualified Stock Option Award—see Terms of Non-Qualified Stock Option Award attached as Appendix B
Number of Option Shares Granted:		[Option shares]
Option or Exercise Price:		[Exercise Price]
Expiration Date (7 year term):		[Expiration Date]
(must exercise before the Expiration Date)

a. Except as otherwise provided herein and/or in the Plan, the LTI Award will become vested and no longer subject to restriction on the vesting dates and in the amounts indicated below, provided that you have not experienced a Termination of Affiliation. However, in the event that a vesting date occurs on a day when the New York Stock Exchange is closed, then such vesting date will occur on the next business day.

Date First Exercisable

February 1, 2012	25	%
February 1, 2013	25	%
February 1, 2014	25	%
February 1, 2015	25	%

b. Notwithstanding the provisions of (a) above, if there is a Change of Control, you have a Termination of Affiliation due to death or Disability, or upon Retirement (as defined in the Plan), the LTI Award shall vest in full. Except as provided above, in the event that you have a Termination of Affiliation, any portion of the LTI Award that is unvested, and any of your rights hereunder, shall be terminated, cancelled and forfeited effective immediately upon such Termination of Affiliation.

c. In accordance with the Plan, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of the LTI Award or waive any or all of the terms and conditions applicable to this LTI Acceptance Form or the attached Appendix. This LTI Acceptance Form or the attached Appendix does not supersede, or otherwise amend or affect any other LTI awards, agreements, rights or restrictions that may exist between the parties.

d. Capitalized terms used but not defined in this LTI Acceptance Form have the meaning specified in the Plan and/or in the attached Appendix.

By electronically accepting this LTI Award, you acknowledge receipt of, and agree to be bound by the terms and conditions set forth in the LTI Acceptance Form, Appendix and the Company Plan, all of which are incorporated by reference herein and are an integral part of this LTI Award. In the event you fail to accept the LTI Award within sixty (60) days, the Company reserves the right to terminate and forfeit the LTI Award (including any rights provided for this LTI Acceptance Form and Appendix), or suspend or forfeit all or any vesting event(s) arising from the LTI Award.

APPENDIX B—TERMS OF NON-QUALIFIED STOCK OPTION AWARD

1. Grant of Non-Qualified Stock Option Award .

Subject to the provisions of this Appendix, the LTI Acceptance Form and the Company's 2010 Long Term Incentive Stock Plan, as may be amended from time to time (the "Plan"), the Company hereby grants to the Grantee a non-qualified stock option (the "Option Award") to purchase that number of shares of the Company's Common Stock ("Shares") identified under the Non-Qualified Stock Option Award section of the LTI Acceptance Form.

2. Term .

The Option Award shall expire on the Expiration Date indicated in the Non-Qualified Stock Option Award section of the LTI Acceptance Form, unless terminated earlier as provided herein, in the LTI Acceptance Form or in the Plan. The Option Award must be exercised before the Expiration Date.

3. Manner of Exercise .

a. This Option Award shall be exercised by delivering to Fidelity Investments or other Company-designated broker (the "Designated Broker"), during the period in which such Option Award is exercisable, (i) a written notice of your intent to purchase a specific number of Shares pursuant to this Option Award (a "Notice of Exercise"), and (ii) full payment of the Option/Exercise Price for such specific number of Shares. Payment may be made by any one or more of the following means:

(i) cash or personal check; or

(ii) if approved and permitted by the Committee, through the delivery of Shares having a Fair Market Value on the day of exercise equal to such Option/Exercise Price (the number of Shares may be initially estimated using the Fair Market Value on the last stock trading day preceding the exercise day, with a true-up of any differential effective as of the exercise date). Certificates for Shares shall be properly endorsed with signatures guaranteed (unless such signature guarantee is waived by an officer of the Company), and shall represent Shares which are fully paid, non-assessable, and free and clear from all liens and encumbrances; or

(iii) if approved and permitted by the Committee, through the sale of the Shares acquired on exercise of this Option Award through a broker to whom you have submitted irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if required by the Company, the amount of federal, state, local or foreign withholding taxes payable by reason of such exercise. A copy of such delivery instructions must also be delivered to the Company by you with the Notice of Exercise.

b. The exercise of the Option Award shall become effective at the time such a Notice of Exercise has been received by the Designated Broker, which must be before the Expiration Date. You will not have any rights as a stockholder of the Company with respect to the Shares deliverable upon exercise of this Option Award until a certificate for such Shares is delivered to you or the Shares are otherwise transferred to you.

c. If the Option Award is exercised as permitted herein by any person or persons other than yourself, such Notice of Exercise shall be accompanied by such documentation as the Company and/or Designated Broker may reasonably require, including without limitation, evidence of the authority of such person or persons to exercise the Option Award and evidence satisfactory to the Company that any death taxes payable with respect to such Shares have been paid or provided for.

4. Exercisability After Termination of Affiliation .

This Option Award may be exercised only while you are providing services to the Company or any Subsidiary, except that this Option Award may also be exercised after the date on which you experience a Termination of Affiliation in accordance with this section:

a. if you have a Termination of Affiliation on account of Retirement, you may exercise this Option Award at any time during the first five years after the date of your Termination of Affiliation;

b. if you have a Termination of Affiliation on account of death, the executor or administrator of your estate, your heirs or legatees, or beneficiary designated in accordance with the Plan, as applicable, may exercise this Option Award at any time during the first 12 months after the date of your Termination of Affiliation;

c. if you have a Termination of Affiliation on account of Disability, you may also exercise this Option Award at any time during the first 12 months after the date of your Termination of Affiliation;

d. if you have a Termination of Affiliation on account of any other reason (other than a dismissal for Cause in which the Option Award will be immediately forfeited), you may exercise the portion of this Option Award that is vested immediately prior to the Termination Date at any time during the first three (3) months after your Termination of Affiliation. However, except as otherwise provided in this Section 4, this Option Award may be exercised after your Termination Date only to the extent it is exercisable on the Termination Date, and under no circumstances may this Option Award be exercised on or after the Expiration Date . For purposes of this Section 4, if you are employed by a corporation or limited liability company ("LLC") that is a Subsidiary of the Company, you will be deemed to have had a Termination of Affiliation as of the first day on which such corporation or LLC ceases to be a Subsidiary of the Company.

5. No Right to Continued Employment.

Nothing in this Appendix, the LTI Acceptance Form or the Plan shall confer upon you any right to continue providing services to, or be in the employ of, the Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary to terminate your association or employment at any time.

6. Unfair Interference .

During Grantee's employment with the Company or any Subsidiary and during the twelve months after Termination of Affiliation, Grantee shall not: (i) knowingly and directly solicit, hire or attempt to hire, or assist another in soliciting, hiring or attempting to hire, on behalf of any Competitive Business, any person who is an employee or contractor of the Company or any Subsidiary; or (ii) knowingly and directly divert, attempt to divert, or solicit, or assist another in diverting, attempting to divert or soliciting, the customer business of any Protected Client on behalf of a Competitive Business. For purposes of this section, "Competitive Business" means any business that provides investment advisory or investment management services or related services; and "Protected Client" shall mean any person or entity to whom the Company or any Subsidiary provided investment advisory or investment management services at any point during the six months preceding Grantee's Termination of Affiliation.

7. Clawback.

regulator to have knowingly committed fraud against the Company or any of its Affiliates, or if Grantee is found to have actively participated in, knowingly concealed or covered up, or knowingly failed to identify a material misstatement in the Company's financial statements, the Grantee's LTI award granted in the three calendar years prior to such judgment or regulatory determination, whether vested or unvested, shall be immediately forfeited and cancelled, and Grantee shall promptly return and repay to the Company, in respect of any Company shares, stock options or mutual fund units previously transferred to Grantee pursuant to such LTI award agreements, an amount equal to the lesser of: (i) the fair market value of such shares, stock options (based on the intrinsic value of such stock options) or mutual fund units on the date of vesting, and (ii) the fair market value of such shares, stock options (based on the intrinsic value of such stock options) or mutual fund units on the date on which such repayment obligation arises, in each case, regardless of whether the Grantee previously sold or otherwise disposed of such shares.

8. No Waiver .

The failure of the Company in any instance to exercise any of its rights granted under this Appendix or the Plan shall not constitute a waiver of any other rights that may arise under this Appendix.

9. Limited Transferability of Option Award .

Except as provided in the immediately following sentence, this Option Award is exercisable during your lifetime only by you or your guardian or legal representative, and this Option Award is not transferable except by will or the laws of descent and distribution. To the extent and in the manner permitted by the Committee, and subject to such terms, conditions, restrictions or limitations of this Appendix or the Plan or that may be prescribed by the Committee, you may transfer this Option Award to:

a. your spouse, sibling, parent, child (including an adopted child) or grandchild (any of which is an "Immediate Family Member");

b. a trust, the primary beneficiaries of which consist exclusively of you or your Immediate Family Members; or

c. a corporation, partnership or similar entity, the owners of which consist exclusively of you or your Immediate Family Members.

10. Fractional or De Minimis Shares .

The Option Award shall not be exercisable with respect to a fractional share or with respect to fewer that ten (10) Shares, unless the remaining Shares are fewer than ten (10).

11. Nonstatutory Option Award .

This Option Award has been designated by the Committee as a Nonstatutory Option Award; it does not qualify as an incentive stock Option Award.

12. Taxes .

a. The Company is not required to issue Shares upon the exercise of this Option Award unless you first pay to the Company such amount, if any, as may be required by the Company to satisfy any liability it may have to withhold federal, state, local or foreign income or other taxes relating to such exercise. You may elect to satisfy such tax withholding obligation by delivering to the Company a written irrevocable election to have the Company sell a portion of the Shares purchased upon exercise of the Option Award having a Fair Market Value equal to the amount of taxes required to be withheld; provided, however, that the Committee may, at any time before you file such an election with the Company, revoke your right to make such an election.

b. In addition, you may deliver Shares to the Company to satisfy your federal, state and local withholding tax liability above the minimum amount of taxes required to be withheld by the Company, up to your maximum tax liability arising from the exercise of the Option Award; the Committee retains the right, in its sole discretion, to disapprove any particular delivery of shares of Common Stock and the Committee may, at any time before the delivery of such shares, revoke your right to make such delivery.

c. The Grantee acknowledges and agrees that any federal, state, local or foreign tax obligations, including without limitation any payroll and income tax withholding obligations shall remain the responsibility of the Grantee and must be paid in full by the Grantee in accordance with applicable law.

13. Attestation to Ownership of Shares .

Whenever under this Appendix you have the right to deliver Shares to the Company for payment of the Option/Exercise Price pursuant to Section 3(a) or for taxes in excess of the minimum amount of taxes required to be withheld by the Company pursuant to Section 12(b), in lieu of physically delivering such shares to the Company, you may elect to deliver to the Company an affidavit and such other documents attesting to ownership of such Shares in such form as is prescribed by the Company from time to time.

14. Amendments .

This Appendix may be amended only by a writing executed by the Company and you which specifically states that it is amending this Appendix except as otherwise provided for in this Appendix; provided that this Appendix is subject to the power of the Board or the Committee to amend the Plan as provided therein, except that no such amendment shall adversely affect your rights under the LTI Acceptance Form or this Appendix without your consent.

15. Notices .

Any notice to be given to the Company shall be addressed to the Company at its principal office, in care of its Assistant Corporate Secretary. Any notice to be given to Grantee shall be addressed to Grantee at the address listed in the Company's records. By a notice given pursuant to this section, either party may designate a different address for notices. Any notice shall have been deemed given (i) when actually delivered to the Company, or (ii) if to the Grantee, when actually delivered; when deposited in the U.S. Mail, postage prepaid and properly addressed to the Grantee; or when delivered by overnight courier.

16. Binding Effect .

Except as otherwise provided hereunder, this Appendix shall be binding upon and shall inure to the benefit of the heirs, executors or successors of the parties to this Appendix.

17. Laws Applicable to Construction .

The interpretation, performance and enforcement of this Appendix shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Appendix, the Option Award is subject to the terms and conditions of the Plan, which is hereby incorporated by reference.

18. Conflicts and Interpretation .

In the event of any conflict between this Appendix and the Plan, the Plan shall control. In the event of any ambiguity in this Appendix, or any matters as to which this Appendix is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has

the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan.

19. Severability .

If any part of this Appendix is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any part of this Appendix not declared to be unlawful or invalid. Any part so declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the terms of such part to the fullest extent possible while remaining lawful and valid.

20. Headings.

Headings are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Appendix.

21. Miscellaneous .

a. Notwithstanding anything to the contrary contained in the Plan or in this Appendix, to the extent that the Company determines that the Option Award is subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, the Company reserves the right to amend, restructure, terminate or replace the Option Award in order to cause the Option Award to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.

b. Nothing contained in this Appendix or the LTI Acceptance Form obligates you to exercise all or any part of this Option Award.

JANUS LONG TERM INCENTIVE AWARD ("LTI") ACCEPTANCE FORM

<PARTC_NAME>
<PARTC_ADDR_1>
<PARTC_ADDR_2>
<PARTC_CITY>, <PARTC_STATE> <PARTC_ZIP>

The Company grants to <PARTC_NAME> ("you" or "Grantee"), effective <GRANT_DT> (the "Grant Date"), a Restricted Stock Award (the "LTI Award") as described below, subject to the attached Company Plan and the attached Appendix A.


Restricted Stock Award—see Terms of Restricted Stock Award attached as Appendix A
Number of Shares Granted:			<OPTS_GRANTED>

a. Except as otherwise provided herein and/or in the Company Plan, the LTI Award will become vested and no longer subject to restriction on the vesting dates and in the amounts indicated below, provided that you have not experienced a Termination of Affiliation and subject to the satisfaction of applicable Section 162(m) performance criteria, if any, as established by the Janus Capital Group Inc. Compensation Committee (the "Committee"). However, in the event that a vesting date occurs on a day when the New York Stock Exchange is closed, then such vesting date will occur on the next business day.

Date First Exercisable

February 1, 2013	25	%
February 1, 2014	25	%
February 1, 2015	25	%
February 1, 2016	25	%

b. Notwithstanding the provisions of (a) above, if you have a Termination of Affiliation due to death or Disability, or upon Retirement (as defined in the Company Plan), the LTI Award shall vest in full. Except as provided above, in the event that you have a Termination of Affiliation, any portion of the LTI Award that is unvested, and any of your rights hereunder, shall be terminated, cancelled and forfeited effective immediately upon such Termination of Affiliation.

c. Notwithstanding anything to the contrary in the Company Plan, your LTI Award shall continue to vest in accordance with its terms following a Change of Control (subject to adjustment in accordance with Section 9 of Appendix A); provided, however, that, in the event of a termination of your employment or service by the Company without Cause or by you for Good Reason during the 24-month period following a Change of Control, on the date of such termination, the LTI Award shall vest in full (subject to the applicable terms in Appendix A).

d. In accordance with the Company Plan, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of the LTI Award or waive any or all of the terms and conditions applicable to this LTI Acceptance Form or the attached Appendix. This LTI Acceptance Form or the attached Appendix does not supersede, or otherwise amend or affect any other LTI awards, agreements, rights or restrictions that may exist between the parties.

e. Capitalized terms used but not defined in this LTI Acceptance Form have the meaning specified in the Company Plan and/or in the attached Appendix.

By electronically accepting this LTI Award, you acknowledge receipt of, and agree to be bound by the terms and conditions set forth in the LTI Acceptance Form, Appendix and the Company Plan, all of which are incorporated by reference herein and are an integral part of this LTI Award. In the event you fail to accept the LTI Award within sixty (60) days, the Company reserves the right to terminate and forfeit the LTI Award (including any rights provided for in this LTI Acceptance Form and Appendix) or to suspend or forfeit all of any vesting event(s) arising from the LTI Award.

APPENDIX A—TERMS OF RESTRICTED STOCK AWARD

1. Grant of Restricted Stock Award.

Subject to the provisions of this Appendix, the LTI Acceptance Form and the Company's 2010 Long Term Incentive Stock Plan, as may be amended from time to time (the "Company Plan"), the Company hereby grants to the Grantee the number of restricted shares of common stock of the Company, par value $.01 per share ("Common Stock") identified under the Restricted Stock Award section of the attached LTI Acceptance Form (the "Restricted Stock").

2. No Right to Continued Employment.

Nothing in this Appendix or the Company Plan shall confer upon Grantee any right to continue providing services to, or be in the employ of, the Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary to terminate Grantee's association or employment at any time. For purposes of the LTI Acceptance Form and this Appendix, "Services" shall mean that the Grantee is providing services to the Company or any Subsidiary in the capacity as an employee, a member of the board of directors of the parent company, a trustee of a Janus-affiliated investment company trust, or a consultant pursuant to a written consulting agreement.

3. Unfair Interference.

4. Change of Control.

(a) For purposes of this Appendix and the LTI Acceptance Form,"Good Reason" shall have the meaning assigned to such term in Grantee's individual employment, change in control or severance agreement (if any). If Grantee is not a party to an agreement in which Good Reason is defined, Good Reason shall mean the occurrence of any of the events or conditions described below which are not cured by the Company within thirty (30) days after the Company has received written notice from Grantee (which notice must be provided by Grantee within ninety (90) days of the initial existence of the event or condition constituting Good Reason):

(i): a material adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the Change of Control other than any such alteration primarily attributable to the fact that the Company may no longer be a public company or to other changes in the identity, nature or structure of the Company; and provided, that a change in Grantee's title or reporting relationships shall not of itself constitute Good Reason (unless such change results in a material adverse alteration as described above);
(ii): any material reduction in Grantee's base salary except for any across-the-board reduction similarly affecting similarly-situated employees of the Company; or
(iii): the relocation of Grantee's principal place of employment to a location more than 40 miles from Grantee's principal place of employment immediately prior to the Change of

Control, provided that such relocation results in a material negative change to Grantee's employment.

(b) Notwithstanding subsection (c) of the LTI Acceptance Form, in the event of a Change of Control of the Company, the Company may, in its sole discretion, cancel Grantee's LTI Award in exchange for a payment in cash in an amount equal to (x) the consideration paid per Share in the Change of Control multiplied by (y) the number of Shares subject to Grantee's LTI Award.

5. Clawback.

Notwithstanding anything to the contrary contained in this Agreement, and subject to then-applicable U.S. Securities and Exchange Commission, New York Stock Exchange and/or other regulatory requirements related to clawback or compensation reimbursement rules, if Grantee is found by a court of competent jurisdiction (in a final judgment that is either not appealed or is non-appealable) or by any relevant regulator to have knowingly committed fraud against the Company or any of its Affiliates, or if Grantee is found to have actively participated in, knowingly concealed or covered up, or knowingly failed to identify a material misstatement in the Company's financial statements, the Grantee's LTI award granted in the three calendar years prior to such judgment or regulatory determination, whether vested or unvested, shall be immediately forfeited and cancelled, and Grantee shall promptly return and repay to the Company, in respect of any Company shares, stock options or mutual fund units previously transferred to Grantee pursuant to such LTI award agreements, an amount equal to the lesser of: (i) the fair market value of such shares, stock options (based on the intrinsic value of such stock options) or mutual fund units on the date of vesting, and (ii) the fair market value of such shares, stock options (based on the intrinsic value of such stock options) or mutual fund units on the date on which such repayment obligation arises, in each case, regardless of whether the Grantee previously sold or otherwise disposed of such shares.

6. Issuance of Shares.

Subject to Section 12 (pertaining to the withholding of taxes), as soon as practicable after each vesting event under Subsection (a) of the LTI Acceptance Form, or if Grantee had a Termination of Affiliation pursuant to Subsection (b) of the LTI Acceptance Form, as soon as practicable after such termination (in each case, provided there has been no prior forfeiture of the Restricted Stock pursuant to the terms of this Appendix or the Company Plan), the Company shall issue (or cause to be delivered) to the Grantee one or more stock certificates or otherwise transfer shares with respect to the Restricted Stock vesting (or shall take other appropriate steps to reflect the Grantee's unrestricted ownership of all or a portion of the vested Restricted Stock that is subject to this Appendix).

7. Nontransferability of the Restricted Stock.

Any unvested shares of the Restricted Stock shall not be transferable by the Grantee by means of sale, assignment, exchange, encumbrance, pledge or otherwise.

8. Rights as a Stockholder.

Except as otherwise specifically provided in this Appendix, the Grantee shall have all the rights of a stockholder with respect to the Restricted Stock including, without limitation, the right to vote the Restricted Stock and the right to receive dividend payments. Dividends and distributions other than regular cash dividends, if any, may result in an adjustment pursuant to Section 9.

9. Adjustment in the Event of Change in Stock.

In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of

Common Stock or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event that affects the Common Stock such that an adjustment is determined by the Committee to be appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Company Plan, then the Committee shall, in such manner as it may deem equitable, adjust the number and type of shares, or, if deemed appropriate, make provision for a cash payment to the Grantee or the substitution of other property for shares of Restricted Stock; provided, that the number of shares of Restricted Stock shall always be a whole number.

10. Payment of Transfer Taxes, Fees and Other Expenses.

The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares received by Grantee in connection with the Restricted Stock, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

11. Other Restrictions.

The Restricted Stock shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law, or (ii) the consent or approval of any government regulatory body, or (iii) an agreement by the Grantee with respect to the disposition of shares of Common Stock is necessary or desirable as a condition of, or in connection with, the delivery or purchase of shares pursuant thereto, then in any such event, the grant and/or vesting of Restricted Stock shall not be effective unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee.

12. Taxes and Withholding.

No later than the date as of which an amount first becomes includible in the gross income of the Grantee for federal income tax purposes with respect to any Restricted Stock, the Grantee shall pay all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld by either: (i) participating in the Company's Share Withholding Program to have shares withheld and/or sold by the Company or its agent (provided that it will not result in adverse accounting consequences to the Company), or (ii) making other payment arrangements satisfactory to the Company. The obligations of the Company under this Appendix shall be conditioned on compliance by the Grantee with this Section. It is intended that the foregoing provisions of this Section shall normally govern the payment of withholding taxes; however, if withholding is not accomplished under the preceding provisions of this Section, the Grantee agrees that the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee, including compensation or the delivery of the Restricted Stock that gives rise to the withholding requirement.

13. Notices.

14. Binding Effect.

Except as otherwise provided hereunder, this Appendix shall be binding upon and shall inure to the benefit of the heirs, executors or successors of the parties to this Appendix.

15. Laws Applicable to Construction.

The interpretation, performance and enforcement of this Appendix shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Appendix, the Restricted Stock is subject to the terms and conditions of the Company Plan, which is hereby incorporated by reference.

16. Severability.

The invalidity or enforceability of any provision of this Appendix shall not affect the validity or enforceability of any other provision of this Appendix.

17. Conflicts and Interpretation.

In the event of any conflict between this Appendix and the Company Plan, the Company Plan shall control. In the event of any ambiguity in this Appendix, or any matters as to which this Appendix is silent, the Company Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the Company Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Company Plan, and (iii) make all other determinations deemed necessary or advisable for the administration of the Company Plan.

18. Amendment; Section 409A of the Code.

Except as otherwise provided for in this Appendix, this Appendix may not be modified, amended or waived except by an instrument in writing approved by both parties hereto which specifically states that it is amending this Appendix. However, this Appendix is subject to the power of the Board or the Committee to amend the Company Plan as provided therein, except that no such amendment shall adversely affect your rights under the LTI Acceptance Form or this Appendix without your consent. The waiver by either party of compliance with any provision of this Appendix shall not operate or be construed as a waiver of any other provision of this Appendix, or of any subsequent breach by such party of a provision of this Appendix. Notwithstanding anything to the contrary contained in the Company Plan or in this Appendix, to the extent that the Company determines that the Restricted Stock is subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, the Company reserves the right to amend, restructure, terminate or replace the Restricted Stock in order to cause the Restricted Stock to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.

19. Headings.

The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Appendix.

JANUS LONG TERM INCENTIVE AWARD ("LTI") ACCEPTANCE FORM

[NAME]
[ADDRESS]
[CITY, STATE, ZIP]

The Company grants to [NAME] ("you" or "Participant"), effective as of February 3, 2012, a Mutual Fund Unit Award (the "LTI Award") as described below, subject to the attached Company Plan and the attached Appendix.


Mutual Fund Unit Award—see Terms of Mutual Fund Unit Award attached as Appendix A
Value on Grant Date:		$

Date First Exercisable

February 1, 2013	25	%
February 1, 2014	25	%
February 1, 2015	25	%
February 1, 2016	25	%

c. Upon the occurrence of a Change in Control, and in accordance with and subject to Section 3.2(b) of the Company Plan, your LTI Award shall continue to be eligible to vest in accordance with its terms; provided, however, that, in the event of a termination of your employment or service by the Company without Cause or by you for Good Reason during the 24-month period following a Change of Control, on the date of such termination, the LTI Award shall vest in full.

e. Capitalized terms used but not defined in this LTI Acceptance Form have the meaning specified in the Company Plan and/or in the attached Appendix.

By executing this LTI Acceptance Form, you indicate your acceptance of the LTI Award set forth above and agree to be bound by the terms, conditions and provisions set forth in the LTI Acceptance Form, the attached Appendix A and the Company Plan, all of which are incorporated by reference herein and are an integral part of this LTI Acceptance Form. Please sign and return this LTI Acceptance Form to the Assistant Corporate Secretary's Office in the envelope provided within sixty

(60) days after the Company's mailing of this LTI Acceptance Form to you. In the event you fail to return the executed original within sixty (60) days, the Company reserves the right to terminate and forfeit the LTI Award (including any rights provided for in this LTI Acceptance Form and the attached Appendix A), or to suspend or forfeit all or any vesting event(s) arising from the LTI Award. This LTI Acceptance Form may be executed in counterparts, which together shall constitute one and the same original. This LTI Acceptance Form may be executed by the exchange of facsimile signature pages, provided that by doing so the Participant agrees to provide an original signature as soon thereafter as possible.

ACCEPTED AND AGREED TO AS OF THE GRANT DATE:


PARTICIPANT:
[NAME]
JANUS CAPITAL GROUP INC.
By:

	By:	Curt R. Foust
	Title:	Assistant Secretary

APPENDIX A—TERMS OF MUTUAL FUND UNIT AWARD

1. Grant of Mutual Fund Unit Award.

Subject to the provisions of this Appendix, the LTI Acceptance Form and the Company's Mutual Fund Share Investment Plan, as may be amended from time to time (the "Company Plan"), the Company hereby grants to Participant a phantom mutual fund award (the "Mutual Fund Award") as identified in the Mutual Fund Unit Award section of the attached LTI Acceptance Form.

2. Retail Account Required.

If you are a U.S. based employee, you must have an open account designated or approved in advance by Janus in order to receive any proceeds or benefits (including vesting) from this Mutual Fund Award. A failure to maintain such an account will subject this Mutual Fund Award to a suspension of vesting or cancellation and forfeiture.

3. No Right to Continued Employment.

Nothing in this Appendix or the Company Plan shall confer upon Participant any right to continue providing services to, or be in the employ of, the Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary to terminate Participant's association or employment at any time.

4. Unfair Interference.

During Participant's employment with the Company or any Subsidiary and during the twelve months after Termination of Affiliation, Participant shall not: (i) knowingly and directly solicit, hire or attempt to hire, or assist another in soliciting, hiring or attempting to hire, on behalf of any Competitive Business, any person who is an employee or contractor of the Company or any Subsidiary; or (ii) knowingly and directly divert, attempt to divert, or solicit, or assist another in diverting, attempting to divert or soliciting, the customer business of any Protected Client on behalf of a Competitive Business. For purposes of this section, "Competitive Business" means any business that provides investment advisory or investment management services or related services; and "Protected Client" shall mean any person or entity to whom the Company or any Subsidiary provided investment advisory or investment management services at any point during the six months preceding Participant's Termination of Affiliation.

5. Clawback.

Notwithstanding anything to the contrary contained in this Appendix, the LTI Acceptance Form and/or the Company Plan, and subject to then-applicable U.S. Securities and Exchange Commission, New York Stock Exchange and/or other regulatory requirements related to clawback or compensation reimbursement rules, if Participant is found by a court of competent jurisdiction (in a final judgment that is either not appealed or is non-appealable) or by any relevant regulator to have knowingly committed fraud against the Company or any of its Affiliates, or if Participant is found to have actively participated in, knowingly concealed or covered up, or knowingly failed to identify a material misstatement in the Company's financial statements, the Participant's LTI award granted in the three calendar years prior to such judgment or regulatory determination, whether vested or unvested, shall be immediately forfeited and cancelled, and Participant shall promptly return and repay to the Company, in respect of any Company shares, stock options or mutual fund units previously transferred to Participant pursuant to such LTI award agreements, an amount equal to the lesser of: (i) the fair market value of such shares, stock options (based on the intrinsic value of such stock options) or mutual fund units on the date of vesting, and (ii) the fair market value of such shares, stock options (based on the intrinsic value of such stock options) or mutual fund units on the date on which such repayment obligation arises, in each case, regardless of whether the Participant previously sold or otherwise disposed of such shares.

6. Allocation Elections.

a.: During the vesting period, Participant's award will be credited to Participant's Mutual Fund Share Investment Account ("Account"). The award will be deemed invested in the phantom investments selected by Participant pursuant to online elections through the Company Plan administrative system or as otherwise provided by the Company. Participant may change the investment elections from time to time; provided, however, in no event shall Participant be able to make changes to the investment elections more than four (4) times per calendar year and any such change should be effective within five (5) days after such election is made. If you are an investment research analyst, or become an investment research analyst during the vesting period of this Mutual Fund Award, you may be required to allocate your investment elections to certain phantom investments as designated in writing by the Director of Research, the Co-Chief Investment Officers or the Chief Executive Officer.
b.: By accepting this Mutual Fund Award, Participant acknowledges and agrees that (i) Participant will open a Janus-designated account needed to receive any proceeds or benefits (including vesting) from this Mutual Fund Award, unless Participant already has such an account (does not apply to employees based outside of the United States); (ii) account balances are subject to any net appreciation or depreciation accruing from time to time based on Participant's deemed investment election of the Account balance in accordance with Participant's allocation election(s) in effect from time to time; (iii) Participant is solely responsible for any net appreciation or net depreciation in the balance of Participant's Account resulting from Participant's deemed investment elections; (iv) the Company does not guarantee or represent in any manner whatsoever that Participant will realize any appreciation in the balance of the Account as a result of allocating the Account balance for deemed investments in the Janus mutual funds; and (v) any allocation elections must comply with the Company's pre-clearance and applicable prospectus requirements. Participant further agrees and acknowledges that Participant is under no obligation to make a deemed investment election in any particular fund, and, if no such investment election is made, that the balance and any transfers in Participant's Account shall be deemed invested in the Janus Money Market Fund or similar mutual fund if the Janus Money Market Fund is not available.

7. Distribution upon Vesting.

Subject to the terms of the Company Plan (including but not limited to Section 5.3 of the Company Plan), as soon as practicable following the vesting of all or a portion of Participant's Mutual Fund Award (but in no case later than 60 days following the date on which a vesting event occurs), the value of the vested portion of Participant's Account (subject to applicable tax withholding) will be deposited into a Janus-designated account to purchase the mutual funds in which Participant was invested on a phantom basis at the time such distribution is processed. In the event Participant's chosen mutual funds are not available for purchase by Participant at the time of distribution, the Company has the sole discretion to either purchase different but similar mutual funds or to deposit the net proceeds into the Janus Money Market Fund on behalf of Participant.

8. Taxes and Withholding.

No later than the date as of which an amount first becomes includible in Participant's gross income for federal income tax purposes with respect to any Mutual Fund Award, the Company shall withhold all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld.

9. Amendment; Section 409A of the Code.

This Appendix may not be modified, amended or waived except by an instrument in writing approved by both parties hereto or approved by the Committee. The waiver by either party of

compliance with any provision of this Appendix shall not operate or be construed as a waiver of any other provision of this Appendix, or of any subsequent breach by such party of a provision of this Appendix. The intent of the parties is that payments and benefits under this Mutual Fund Award comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Mutual Fund Award shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, a Participant shall not be considered to have terminated employment with the Company for purposes of this Mutual Fund Award unless the Participant would be considered to have incurred a "separation from service" from the Company within the meaning of Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Appendix during the six-month period immediately following a Participant's separation from service shall instead be paid within five (5) business days after the date that is six months following the Participant's separation from service (or death, if earlier).

10. Notices.

Any notice to be given to the Company shall be addressed to the Company at its principal office, in care of its Assistant Corporate Secretary. Any notice to be given to Participant shall be addressed to Participant at the address listed in the Company's records. By a notice given pursuant to this section, either party may designate a different address for notices. Any notice shall have been deemed given (i) when actually delivered to the Company, or (ii) if to the Participant, when actually delivered; when deposited in the U.S. Mail, postage prepaid and properly addressed to the Participant; or when delivered by overnight courier.

11. Binding Effect.

Except as otherwise provided hereunder, this Appendix shall be binding upon and shall inure to the benefit of the heirs, executors or successors of the parties to this Appendix.

12. Laws Applicable to Construction.

The interpretation, performance and enforcement of this Appendix shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Appendix, the Mutual Fund Award is subject to the terms and conditions of the Company Plan, which is hereby incorporated by reference.

13. Severability.

The invalidity or enforceability of any provision of this Appendix shall not affect the validity or enforceability of any other provision of this Appendix.

14. Conflicts and Interpretation.

JANUS CAPITAL GROUP INC.
DESIGNATION OF BENEFICIARY

In connection with my Janus Capital Group Inc. ("Janus") restricted stock awards, restricted stock unit awards, stock option awards and/or mutual fund awards (collectively, "LTI Awards"), and revoking any previous designation in connection with LTI Awards previously granted to me, I hereby designate:


(Beneficiary/Trust Name and Relationship)
Address

as my beneficiary to receive upon my death the balance of all my LTI Award benefits, if any, under the respective plan of each LTI Award. This designation of beneficiary shall be binding upon my estate and upon my heirs and legatees, and the Company may rely hereon without further authorization from any representative of my estate or any other persons and without inquiring into the terms of my Last Will and Testament or any Codicil thereto. If the beneficiary designated hereinabove shall have predeceased me, then I direct that, upon my death, my estate shall become the beneficiary of all my LTI Award benefits under the respective plan of each LTI Award to the extent permitted by, and in accordance with the terms and conditions of each LTI Award plan. I reserve the right to change, in writing, this designation of beneficiary at any time, and I understand that this designation shall not become effective until received by the Company's Corporate Secretary.

I have executed this Designation of Beneficiary this day of , 2012.


		[NAME]

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Exhibit 10.16.4

JANUS LONG TERM INCENTIVE AWARD ("LTI") ACCEPTANCE FORM
APPENDIX B—TERMS OF NON-QUALIFIED STOCK OPTION AWARD
JANUS LONG TERM INCENTIVE AWARD ("LTI") ACCEPTANCE FORM
APPENDIX A—TERMS OF RESTRICTED STOCK AWARD
JANUS LONG TERM INCENTIVE AWARD ("LTI") ACCEPTANCE FORM
APPENDIX A—TERMS OF MUTUAL FUND UNIT AWARD
JANUS CAPITAL GROUP INC. DESIGNATION OF BENEFICIARY

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Exhibit 10.18.1

AMENDMENT TO JANUS 2010 LONG TERM STOCK INCENTIVE PLAN

The Janus Capital Group Inc. 2010 Long-Term Incentive Stock Plan, as amended (the "Plan"), is hereby amended as follows, effective December 28, 2011:

1.: Article 2—Definitions of the Plan hereby is amended by adding the following definition:

" Good Reason " shall have the meaning assigned to such term in the Grantee's individual employment or severance agreement or, if the Grantee is not a party to an agreement in which Good Reason is defined, Good Reason shall mean the occurrence of any of the events or conditions described below which are not cured by the Company (if susceptible to cure by the Company) within thirty (30) days after the Company has received written notice from the Grantee (which notice must be provided by the Grantee within ninety (90) days of the initial existence of the event or condition constituting Good Reason): (i) a material adverse alteration in the nature or status of the Grantee's responsibilities from those in effect immediately prior to the Change in Control other than any such alteration primarily attributable to the fact that the Company may no longer be a public company or to other changes in the identity, nature or structure of the Company; and provided , that a change in the Grantee's title or reporting relationships shall not of itself constitute Good Reason (unless such change results in a material adverse alteration as described above), (ii) any material reduction in the Grantee's base salary except for any across-the-board reduction similarly affecting similarly-situated employees of the Company, or (iii) the relocation of the Grantee's principal place of employment to a location more than 40 miles from the Grantee's principal place of employment immediately prior to the Change of Control, provided that such relocation results in a material negative change to the Grantee's employment.

2.: The third sentence of Section 4.1 of the Plan hereby is amended by deleting it and replacing it with the following sentence:

The number of Shares for which Awards may be granted to any Grantee on any Grant Date, when aggregated with the number of Shares for which Awards have previously been granted to such Grantee in the same calendar year, shall not exceed one percent (1%) of the total Shares outstanding as of such Grant Date; provided, however, that the total number of Shares for which Awards may be granted to any Grantee in any calendar year shall not exceed 650,000.

3.: Article 12—Change of Control of the Plan hereby is amended by deleting it in its entirety and replacing it with the following:

Except as otherwise provided in an Award Agreement or determined by the Committee at the time an Award is granted, if a Change of Control occurs, then:

(a) Following a Change of Control, each outstanding Award shall remain outstanding and shall continue to vest in accordance with its terms (subject to adjustment in accordance with Section 4.2 hereof); provided, however, that, in the event of a termination of a Grantee's employment or service by the Company without Cause or for Good Reason during the 24-month period following such Change of Control, on the date of such termination (i) such Award shall become fully vested and, if applicable, exercisable, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to any such Award granted shall lapse, and (iii) any performance conditions imposed with respect to Awards shall be deemed to be fully achieved at target levels.

(b) Notwithstanding the foregoing or any other provision of the Plan or any applicable award agreement, in the event of a Change of Control, except as would otherwise result in adverse tax consequences under Section 409A of the Code, the Board may, in its sole discretion, provide that each Award shall, immediately upon the

occurrence of a Change of Control, be cancelled in exchange for a payment in cash in an amount equal to (x) the excess of the consideration paid per Share in the Change of Control over the exercise or purchase price (if any) per Share subject to the Award multiplied by (y) the number of Shares granted under the Award. Where such acceleration would result in adverse tax consequences under Section 409A of the Code with respect to an Award, the Board may, in its sole discretion, provide that such Award shall become vested and non-forfeitable upon the occurrence of the Change of Control; provided, however, that the Grantee shall not be able to exercise the Award, and the Award shall not become payable, except in accordance with the terms of such Award or until such earlier time as the exercise and/or payment complies with Section 409A of the Code.

4.: Except as amended above, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, Janus Capital Group Inc. has executed this Amendment as of this 28th day of December, 2011.


	Janus Capital Group Inc.
	By:	/s/ KARLENE J. LACY Karlene J. Lacy Vice President of Taxation
ATTEST:
/s/ SUSAN J. ARMSTRONG Susan J. Armstrong

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Exhibit 10.18.1

AMENDMENT TO JANUS 2010 LONG TERM STOCK INCENTIVE PLAN

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Exhibit 12.1

JANUS CAPITAL GROUP INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Year Ended December 31,

	2011		2010		2009			2008		2007
(dollars in millions)
Pretax income from continuing operations, excluding equity in earnings of unconsolidated affiliates	$	232.8	$	245.0	$	(750.4	)	$	206.8	$	322.9
Interest expense		51.0		63.2		74.0			75.5		58.8
Portion of rents representative of an appropriate interest factor		5.9		5.5		6.7			6.4		4.9
Distributed earnings of less than 50% owned affiliates		—		—		—			9.0		7.2

Income as adjusted	$	289.7	$	313.7	$	(669.7	)	$	297.7	$	393.8

Fixed charges:
Interest expense on indebtedness	$	48.8	$	55.2	$	66.5		$	72.3	$	56.0
Amortized premiums, discounts and capitalized expenses related to indebtness		2.2		8.0		7.5			3.2		2.8
Portion of rents representative of an appropriate interest factor		5.9		5.5		6.7			6.4		4.9

Total fixed charges	$	56.9	$	68.7	$	80.7		$	81.9	$	63.7

Ratio of Earnings to Fixed Charges		5.09		4.57		(8.29	)		3.63		6.18

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JANUS CAPITAL GROUP INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

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Exhibit 21.1

List of Subsidiaries

All subsidiaries of Janus Capital Group Inc. listed below are included in the consolidated financial statements unless otherwise indicated.

Organization	Percentage of Ownership	State or Other Jurisdiction of Incorporation

INTECH Investment Management LLC(1)	94.5	Delaware
Janus Capital Management LLC(3)	95	Delaware
Janus Capital Trust Manager Limited(4)	100	Ireland
Janus Distributors LLC(1)	100	Delaware
Janus Holdings LLC(2)	100	Nevada
Janus Capital Institutional Advisers LLC (Plaisance GP)(2)	100	Delaware
Janus Capital Asia Limited(4)	100	Hong Kong
Janus Capital International Limited(4)	100	U.K.
Janus Capital Singapore Pte. Limited(4)	100	Singapore
Janus International Holding LLC(5)	100	Nevada
Janus Management Holdings Corporation(2)	100	Delaware
Janus Services LLC(1)	100	Delaware
Perkins Investment Management LLC(1)	77.8	Delaware

(1): Subsidiary of Janus Capital Management LLC
(2): Subsidiary of Janus Capital Group Inc.
(3): 95% owned by Janus Capital Group Inc. and 5% owned by Janus Management Holdings Corporation
(4): Subsidiary of Janus International Holding LLC
(5): Subsidiary of Janus Holdings LLC

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List of Subsidiaries

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-115579, 333-59636, 333-41348, 333-41288, 333-140220 and 333-166383) and Registration Statement No. 333-116379 on Form S-4, of our reports dated February 27, 2012, relating to the consolidated financial statements of Janus Capital Group Inc. (which report expresses an unqualified opinion), and the effectiveness of Janus Capital Group Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Janus Capital Group Inc. for the year ended December 31, 2011.

/s/ Deloitte & Touche LLP
Denver, Colorado
February 27, 2012

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

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Exhibit 31.1

CERTIFICATION

I, Richard M. Weil, certify that:

1.

I have reviewed this annual report on Form 10-K of Janus Capital Group Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 27, 2012


		/s/ RICHARD M. WEIL Richard M. Weil Chief Executive Officer

A signed original of this written statement required by Section 302 has been provided to Janus Capital Group Inc. and will be retained by Janus Capital Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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CERTIFICATION

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Exhibit 31.2

CERTIFICATION

I, Bruce L. Koepfgen, certify that:

1.

I have reviewed this annual report on Form 10-K of Janus Capital Group Inc.;

2.

3.

4.

a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 27, 2012


		/s/ BRUCE L. KOEPFGEN Bruce L. Koepfgen Executive Vice President and Chief Financial Officer

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CERTIFICATION

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Janus Capital Group Inc. (the "Company") on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard M. Weil, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1): The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2): The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ RICHARD M. WEIL Richard M. Weil Chief Executive Officer

Date: February 27, 2012

A signed original of this written statement required by Section 906 has been provided to Janus Capital Group Inc. and will be retained by Janus Capital Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Janus Capital Group Inc. (the "Company") on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Bruce L. Koepfgen, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1): The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2): The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ BRUCE L. KOEPFGEN Bruce L. Koepfgen Executive Vice President and Chief Financial Officer

Date: February 27, 2012

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002