AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN HENDERSON GLOBAL FUNDS AND HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC.

AMENDMENT NO. 2

TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN

XXXXXXXXX GLOBAL FUNDS AND

XXXXXXXXX GLOBAL INVESTORS (NORTH AMERICA) INC.

AMENDMENT NO. 2 (this “Amendment”), dated as of March 30, 2012, to the Investment Advisory Agreement, dated August 31, 2001 as amended June 1, 2011 (the “Advisory Agreement”), between XXXXXXXXX GLOBAL FUNDS (hereinafter referred to as the “Trust”) and XXXXXXXXX GLOBAL INVESTORS (NORTH AMERICA) INC. (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.

W I T N E S S E T H:

WHEREAS, the Adviser has been retained by the Trust, a Delaware statutory trust, to provide investment advisory services to Xxxxxxxxx Emerging Markets Opportunities Fund, Xxxxxxxxx European Focus Fund, Xxxxxxxxx Global Equity Income Fund, Xxxxxxxxx Global Leaders Fund (formerly, Xxxxxxxxx Global Opportunities Fund), Xxxxxxxxx Global Technology Fund, Xxxxxxxxx International All Cap Equity Fund, Henderson International Opportunities Fund, Henderson Japan Focus Fund (formerly, Henderson Japan-Asia Focus Fund), Henderson Money Market Fund and Henderson Strategic Income Fund (formerly, Xxxxxxxxx Worldwide Income Fund), each a series of the Trust, pursuant to the Advisory Agreement;

WHEREAS, the parties wish to amend the Advisory Agreement to add the Xxxxxxxxx All Asset Fund as a Portfolio covered by the Agreement pursuant to Paragraph 2 of the Advisory Agreement; and

WHEREAS, capitalized terms used herein which are not defined herein and which are defined in the Advisory Agreement shall have the same meanings as therein defined.

NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound thereby, the parties agree as follows:

A. Paragraph 3 of the Advisory Agreement is amended and restated in its entirety as follows:

For the services provided and the expenses assumed under this Agreement, the Trust shall pay the Adviser a fee for each Portfolio at an annual rate of the Portfolio’s average daily net assets, computed daily and payable monthly, equal to:

Xxxxxxxxx All Asset Fund: 0.40% for all assets   Xxxxxxxxx Emerging Markets Opportunities Fund: 1.00% for the first $1 billion; 0.90% for the next $1 billion; and 0.85% for over $2 billion   Xxxxxxxxx European Focus Fund: 1.00% for the first $500 million; 0.90% for the next $1 billion; and 0.85% for over $1.5 billion   Xxxxxxxxx Global Equity Income Fund: 0.85% for the first $1 billion; 0.65% for the next $1 billion; and 0.60% for over $2 billion   Xxxxxxxxx Global Leaders Fund: 0.80% for the first $500 million; 0.70% for the next $1 billion; and 0.65% for over $1.5 billion   Xxxxxxxxx Global Technology Fund: 1.00% for the first $500 million; 0.95% for the next $500 million; and 0.85% for over $1 billion Xxxxxxxxx International All Cap Equity Fund: 0.85% for the first $250 million; 0.80% for the next $250 million; 0.75% for  the next $500 million; and 0.65% for over $1 billion   Xxxxxxxxx International Opportunities Fund: 1.10% for the first $1 billion; 0.95% for the next $1 billion; and 0.85% for over $2 billion   Xxxxxxxxx Japan Focus Fund: 0.75% for the first $500 million; 0.65% for the next $1 billion; and 0.60% for over $1.5 billion   Xxxxxxxxx Money Market Fund: 0.10%, provided however that no such fee shall be due or payable for each day the Portfolio has invested substantially all of its investable assets in another registered investment company pursuant to a master-feeder structure   Xxxxxxxxx Strategic Income Fund: 0.55% for the first $1 billion; 0.50% for the next $500 million; and 0.45% on the balance thereafter

B. This Amendment does not in any way limit the ability to add additional Portfolios to the Advisory Agreement pursuant to the provisions of Paragraph 2.

C. If any provision of this Amendment shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Advisory Agreement shall not be affected thereby.  Except to the extent governed by federal law including the Investment Company Act of 1940, as amended, this Amendment shall be governed by, and construed in

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accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their duly authorized officers as of the day and year first above written.

XXXXXXXXX GLOBAL FUNDS, on behalf of each of its series

By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx

Name:  Xxxxxxxxxxx X. Xxxxxxxxx

Title:    Secretary

XXXXXXXXX GLOBAL INVESTORS (NORTH AMERICA) INC.

By: /s/ Xxxxx X. X’Xxxxx

Name:  Xxxxx X. X’Xxxxx

Title:    Managing Director

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