FIFTH SUPPLEMENTAL INDENTURE

Exhibit 4.5

FIFTH SUPPLEMENTAL INDENTURE

FIFTH SUPPLEMENTAL INDENTURE, dated as of May 30, 2017 (the “Fifth Supplemental Indenture”), by and among Janus Capital Group Inc., a Delaware corporation (the “Company”), Henderson Group plc, a company incorporated in Jersey (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of November 6, 2001 (the “Base Indenture”), between the Company (formerly known as Stilwell Financial Inc.) and the Trustee (as successor to The Chase Manhattan Bank), as amended or supplemented from time to time with respect to the 2025 Notes (as defined below), including by the Officers’ Certificate, dated as of July 31, 2015 (the “Officers’ Certificate” and, together with the Base Indenture so amended or supplemented, the “Indenture”), providing for the issuance of the 4.875% Notes due 2025 (the “2025 Notes”);

WHEREAS, pursuant to the Agreement and Plan of Merger dated October 3, 2016 (the “Merger Agreement”), among the Company, the Guarantor and Horizon Orbit Corp., a Delaware corporation and a wholly-owned subsidiary of the Guarantor (“HOC”), HOC will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of the Guarantor (the “Merger”);

WHEREAS, in connection with the Merger, the Company desires to add to the Base Indenture, solely for the benefit of the Holders of the 2025 Notes, a covenant of the Company to procure from the Guarantor a full and unconditional guarantee (the “Guarantee”) of the obligations of the Company under the Indenture and the 2025 Notes, subject to the terms and conditions of this Fifth Supplemental Indenture;

WHEREAS, the Guarantor desires to provide the Guarantee;

WHEREAS, Section 901 of the Base Indenture provides that the Company and the Trustee may enter into one or more indentures supplemental to the Base Indenture without the consent of any Holders of Securities or coupons to add to the covenants of the Company for the benefit of all or any series of Securities; and

WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture relating to this Fifth Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the 2025 Notes as follows:

ARTICLE I
TERMS

SECTION 1.01. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture.

ARTICLE II
AMENDMENTS TO BASE INDENTURE

SECTION 2.01. Amendments to Base Indenture. Solely for the benefit of the Holders of the 2025 Notes, the following Sections 1601 to 1609 shall be added as a new Article Sixteen of the Base Indenture, and shall hereinafter be deemed a part of the Base Indenture and applicable to the 2025 Notes. The following definitions shall apply to Article Sixteen of the Base Indenture, as amended hereby: (i) “Guarantor” shall mean Henderson Group plc, a company incorporated in Jersey; (ii) “2025 Notes” shall mean the 4.875% Notes due 2025; and (iii) “2025 Holder” shall mean any Holder of the 2025 Notes.

“Section 1601. Procurement of Guarantee.  The Company covenants and agrees, solely for the benefit of the 2025 Holders, to procure from the Guarantor a full and unconditional guarantee of the obligations of the Company under this Indenture and the 2025 Notes, subject to the release of such guarantee in accordance with Section 1609 of this Indenture.

Section 1602. Guarantee.

The Guarantor hereby unconditionally and irrevocably guarantees to each 2025 Holder of the 2025 Notes and to the Trustee and its successors and assigns (i)(a) the full and punctual payment of principal and interest on the 2025 Notes of such 2025 Holder when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company to the 2025 Holders and the Trustee under this Indenture and the 2025 Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the 2025 Notes and (ii) in the case of any extension of time of payment or renewal of any 2025 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal (all of the foregoing being hereinafter collectively called the “Guarantee”).

The Guarantor waives presentation to, demand of, payment from and protest to the Company of the Guarantee and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the 2025 Notes or the Guarantee. The Guarantee shall not be affected by (a) the failure of any 2025 Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the 2025 Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the 2025 Notes or any other agreement; (d) the release of any security held by any 2025 Holder or the Trustee for the Guarantee; (e) the failure of any 2025 Holder or Trustee to exercise any right or remedy against any other guarantor of the Guarantee or (f) any change in the ownership of the Guarantor.

The Guarantor further agrees that its Guarantee hereunder constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection).

The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or failure to enforce the provisions of any 2025 Note or

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this Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (unless the same shall also be provided the Guarantor), by the 2025 Holder of any 2025 Note or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall, without the consent of the Guarantor, increase the principal amount of a 2025 Note or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantee shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantee or otherwise. Without limiting the generality of the foregoing, the Guarantor covenants that the Guarantee shall not be discharged or impaired or otherwise affected by the failure of any 2025 Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 2025 Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity.

The Guarantor further agrees that the Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal, premium, if any, or interest on any 2025 Note is rescinded or must otherwise be restored by any 2025 Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any 2025 Holder or the Trustee has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of, premium on, if any, or interest on any 2025 Note when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other obligation under the 2025 Notes, the Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the 2025 Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such obligations under such 2025 Notes, (ii) accrued and unpaid interest on such obligations under such 2025 Notes (but only to the extent not prohibited by law) and (iii) all other monetary obligations with respect to such 2025 Notes of the Company to the 2025 Holders and the Trustee.

The Guarantor will be subrogated to all rights of the 2025 Holders against the Company in respect of any amount paid by the Guarantor pursuant to the provisions of the Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium on, if any, and interest on such 2025 Notes shall have been paid in full. The Guarantor further agrees that, as between it, on the one hand, and the 2025 Holders and the Trustee, on the other hand, (x) the maturity of the obligations with respect to the 2025 Notes hereby may be accelerated as provided herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations with respect to such 2025 Notes, and (y) in the event of any declaration of acceleration of such obligations as provided herein, the

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Guarantee (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Article Sixteen.

The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any 2025 Holder in enforcing any rights under this Article Sixteen.

Section 1603. Successors and Assigns.

This Article Sixteen shall be binding upon the Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the 2025 Holders and, in the event of any transfer or assignment of rights by any 2025 Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the 2025 Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

Section 1604. No Waiver.

Neither a failure nor a delay on the part of either the Trustee or the 2025 Holders in exercising any right, power or privilege under this Article Sixteen shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the 2025 Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article Sixteen at law, in equity, by statute or otherwise.

Section 1605. Modification.

No modification, amendment or waiver of any provision of this Article Sixteen, nor the consent to any departure by the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstances.

Section 1606. Notation of Guarantee Not Required.

The Guarantor hereby agrees that the Guarantee set forth in this Article Sixteen shall remain in full force and effect notwithstanding the absence on any 2025 Note of a notation relating to the Guarantee.

Section 1607. Benefits Acknowledged.

The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

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Section 1608. Limitation on Guarantor Liability.

The Guarantor, and by its acceptance of 2025 Notes, each 2025 Holder, hereby confirms that it is the intention of all such parties that the Guarantee of the Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11, U.S. Code or any similar federal or state law for the relief of debtors, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Guarantee. To effectuate the foregoing intention, the Trustee, the 2025 Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Guarantee or any other guarantee result in the obligations of the Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Section 1609. Release of Guarantee.

(a)           Notwithstanding anything to the contrary in this Article Sixteen, if the Company shall cease to be a controlled Affiliate of the Guarantor, then if no Default or Event of Default shall have occurred and be continuing, the Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under this Indenture, automatically and with no further action on the part of the Company, the Guarantor or the Trustee, and the Guarantee shall be of no further force or effect with respect to the Guarantor.

(b)           In addition, upon (i) the satisfaction and discharge of this Indenture or the exercise of the legal defeasance or covenant defeasance option as provided in Articles Four and Fourteen, respectively, of this Indenture with respect to the 2025 Notes, or (ii) the 2025 Notes ceasing to be Outstanding, the Guarantor shall be deemed to be released from all its obligations under this Indenture with respect to the 2025 Notes and the Guarantee shall be of no further force or effect.”

ARTICLE III
ACCEPTANCE OF FIFTH SUPPLEMENTAL INDENTURE

SECTION 3.01. Trustee’s Acceptance. The Trustee hereby accepts this FIFTH Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture.

ARTICLE IV
MISCELLANEOUS PROVISIONS

SECTION 4.01. Effectiveness of Fifth Supplemental Indenture. This Fifth Supplemental Indenture shall become effective as of the Effective Time (as defined in the Merger Agreement).

SECTION 4.02. Effect of Fifth Supplemental Indenture. Upon the execution and delivery of this Fifth Supplemental Indenture by the Company, the Guarantor and the Trustee, the Indenture shall be supplemented and amended in accordance herewith, and this Fifth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of

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the 2025 Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. Solely for the benefit of the Holders of the 2025 Notes, all the provisions of this Fifth Supplemental Indenture shall thereby be deemed to be incorporated in, and a part of, the Indenture; and the Indenture, as supplemented and amended by this Fifth Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

SECTION 4.03. Effect of Guarantee; Guarantor to be Bound by Indenture. The Guarantor hereby irrevocably fully and unconditionally guarantees to each Holder of 2025 Notes and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, any 2025 Notes or the obligations of the Company under the Indenture or any 2025 Notes, the obligations of the Company with respect to payment and performance of each 2025 Note and the other obligations of the Company under the Indenture with respect to the 2025 Notes on the terms, and subject to the conditions, contained in Article Sixteen of the Indenture and agrees to be bound by all other terms of the Indenture.

SECTION 4.04. Indenture Remains in Full Force and Effect. This Fifth Supplemental Indenture shall form a part of the Indenture for all purposes and, except as supplemented or amended hereby, all other provisions in the Indenture and the 2025 Notes, to the extent not inconsistent with the terms and provisions of this Fifth Supplemental Indenture, shall remain in full force and effect.

SECTION 4.05. Headings. The headings of the Articles and Sections of this Fifth Supplemental Indenture are inserted for convenience of reference and shall not be deemed a part thereof.

SECTION 4.06. Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 4.07. Confirmation and Preservation of Indenture. The Indenture as supplemented and amended by this Fifth Supplemental Indenture is in all respects confirmed and preserved.

SECTION 4.08. Conflict with Trust Indenture Act. If any provision of this Fifth Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this Fifth Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Fifth Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Fifth Supplemental Indenture, as the case may be.

SECTION 4.09. Successors. All covenants and agreements in this Fifth Supplemental Indenture by the Company, the Guarantor and the Trustee shall be binding upon and accrue to the benefit of their respective successors.

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SECTION 4.10. Severability Clause. In case any provision of this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 4.11. Benefits of Fifth Supplemental Indenture. Nothing in this Fifth Supplemental Indenture, express or implied, shall give any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the 2025 Notes, any benefit of any legal right or equitable right, remedy or claim under this Fifth Supplemental Indenture.

SECTION 4.12. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereon. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture.

SECTION 4.13. Governing Law. THIS FIFTH SUPPLEMENTAL INDENTURE, AND ANY CLAIM CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THERETO, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS).

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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the day and year first written above.

[Signature Page to Fifth Supplemental Indenture]

[Signature Page to Fifth Supplemental Indenture]

[Signature Page to Fifth Supplemental Indenture]