0000891804-14-001164 Sample Contracts

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 17th, 2014 • Henderson Global Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), is effective December 17, 2014, by and between Henderson Global Investors (North America) Inc., a Delaware corporation (the “Adviser”) and Henderson Global Funds, a Delaware statutory trust (the “Trust”), on behalf of the Henderson US Growth Opportunities Fund, a series of the Trust (the “Fund”).

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AMENDMENT NO. 8 TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN HENDERSON GLOBAL FUNDS AND HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC.
Investment Advisory Agreement • December 17th, 2014 • Henderson Global Funds • Delaware

AMENDMENT NO. 8 (this “Amendment”), dated as of December 17, 2014, to the Investment Advisory Agreement, dated August 31, 2001, as amended (the “Advisory Agreement”), between HENDERSON GLOBAL FUNDS, a Delaware statutory trust (hereinafter referred to as the “Trust”) and HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC., a Delaware corporation (hereinafter referred to as the “Adviser”) shall be effective as of the date first written above. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument. Capitalized terms used but not defined herein shall have the same meanings given them in the Advisory Agreement.

Henderson Global Funds
Henderson Global Funds • December 17th, 2014

Reference is made to the Custodian Agreement between Henderson Global Funds (the “Trust”) and State Street Bank and Trust Company (the “Custodian”) dated as of August 24, 2001, as amended (the “Agreement”).

HENDERSON GLOBAL FUNDS FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • December 17th, 2014 • Henderson Global Funds
INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 17th, 2014 • Henderson Global Funds • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of December 17, 2014, by and between HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC., a Delaware corporation (the “Adviser”), and GENEVA CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Sub-Adviser”).

Henderson Global Funds
Henderson Global Funds • December 17th, 2014

Reference is made to the Transfer Agency and Service Agreement between Henderson Global Funds (the “Trust”) and State Street Bank and Trust Company (the “Transfer Agent”) dated September 1, 2001, as amended (the “Agreement”).

TWELFTH AMENDMENT TO HENDERSON GLOBAL FUNDS DISTRIBUTION AGREEMENT
Global Funds Distribution Agreement • December 17th, 2014 • Henderson Global Funds • Delaware

This Twelfth Amendment (the “Amendment”) to the Henderson Global Funds Distribution Agreement (the “Distribution Agreement”) dated as of March 31, 2009, as amended from time to time, by and between Henderson Global Funds (the “Trust”) and Foreside Fund Services, LLC (“Foreside”) is entered into as of December 17, 2014, and, with respect to the Henderson US Growth Opportunities Fund, a new series of the Trust (the “New Fund”), is effective upon the effectiveness of the Post-Effective Amendment to the Trust’s Registration Statement on Form N-1A with respect to such New Fund (the “Effective Date”).

Henderson Global Funds
Henderson Global Funds • December 17th, 2014

Reference is made to the Administration Agreement between Henderson Global Funds (the “Trust”) and State Street Bank and Trust Company (the “Administrator”) dated as of August 31, 2001, as amended (the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of the creation of an additional investment funds (the “Additional Investment Fund”), namely the Henderson US Growth Opportunities Fund.

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