Item 1.01 Entry into a Material Definitive Agreement

On June 12, 2009, Janus Capital Group Inc. ("Janus" or "Company") amended and restated its existing five-year $350 million revolving credit facility (the "Facility") with Citibank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent for the lenders. The amended and restated Facility will, among other things, provide Janus additional flexibility under the financial covenants (leverage ratio of no more than 8.00:1.00, from the previous limit of 3.75:1.00; and interest coverage ratio of no less than 2.00:1.00, from the previous limit of 4.00:1.00), decrease the bank syndicate's commitment from $350 million to $125 million, accelerate the maturity date from June 1, 2012 to December 1, 2010, and secure our obligations under the Facility with most of Janus' and its subsidiaries' assets.

To date, Janus has not borrowed under the Facility, and the amended Facility is available for working capital and general corporate purposes. The drawn costs and the fees related to the amended Facility fluctuate based on our long-term senior unsecured non-credit-enhanced debt ratings and our leverage ratio. The amended Facility contains financial and other covenants, including, but not limited to, limitations on the ability of the Company and its subsidiaries to incur debt or liens, leverage and interest coverage ratios, a minimum level of long-term assets under management, and certain restrictions on the sale of assets and use of corporate cash. A violation of these covenants could result in a default under the amended Facility, which would permit the participating banks to restrict our ability to access the amended Facility and require the immediate repayment of any outstanding advances under it.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Please see the discussion set forth in response to Item 1.01 above.

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