Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting of Stockholders of Janus Capital Group Inc. ("JCG") held on April 26, 2012, JCG's stockholders approved and adopted an amendment to JCG's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") that provides for the phased-in elimination of the classification of the Board of Directors and the annual election of all directors. The Certificate of Amendment was filed with the State of Delaware on May 18, 2012, and is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

In connection with the Certificate of Amendment filing, the Board of Directors of JCG approved the First Amendment to JCG's Amended and Restated Bylaws ("Bylaws") to reflect the phased-in elimination of the classification of the Board of Directors and the annual election of all directors. The First Amendment to the Bylaws became effective upon the filing of the Certificate of Amendment with the State of Delaware on May 18, 2012, and is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Janus Capital Group Inc. filed on May 18, 2012

3.2 First Amendment to the Amended and Restated Bylaws of Janus Capital Group Inc. effective as of May 18, 2012

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