0000891804-11-002331 Sample Contracts

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 27th, 2011 • Henderson Global Funds

This AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “Agreement”) dated June 1, 2011 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 Japan Focus Fund (formerly, Henderson Japan-Asia Focus Fund) series of the Trust (the “Fund”), hereby amends and restates the Amended and Restated Expense Limitation Agreement by and between the Trust, on behalf of the Fund, dated June 9, 2006.

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AMENDMENT NO. 1 TO THE SUB-ADVISORY AGREEMENT BETWEEN HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC. AND HENDERSON INVESTMENT MANAGEMENT LIMITED
Sub-Advisory Agreement • May 27th, 2011 • Henderson Global Funds • Delaware

AMENDMENT NO. 1 (this “Amendment”), dated as of June 1, 2011, to the Sub-Advisory Agreement, dated August 31, 2001 (the “Subadvisory Agreement”), between HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC. (hereinafter referred to as the “Adviser”) and HENDERSON INVESTMENT MANAGEMENT LIMITED (hereinafter referred to as the “Subadviser”) 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.

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN HENDERSON GLOBAL FUNDS AND HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC.
Investment Advisory Agreement • May 27th, 2011 • Henderson Global Funds • Delaware

AMENDMENT NO. 1 (this “Amendment”), dated as of June 1, 2011, to the Investment Advisory Agreement, dated August 31, 2001 (the “Advisory Agreement”), between HENDERSON GLOBAL FUNDS (hereinafter referred to as the “Trust”) and HENDERSON 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.

FOURTH AMENDMENT HENDERSON GLOBAL FUNDS DISTRIBUTION AGREEMENT
Distribution Agreement • May 27th, 2011 • Henderson Global Funds • Delaware

This Amendment (the “Amendment”) to the Henderson Global Funds Distribution Agreement (the “Distribution Agreement”) dated as of March 31, 2009, as amended, by and between Henderson Global Funds (the “Trust”), and Foreside Fund Services, LLC (“Foreside”) is effective as of April 30, 2011.

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 27th, 2011 • Henderson Global Funds

This AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “Agreement”) dated June 1, 2011 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 Global Equity Income Fund and the Henderson Global Leaders Fund (formerly, Henderson Global Opportunities Fund) series of the Trust (collectively, the “Funds” and individually a “Fund”), hereby amends and restates the Expense Limitation Agreement by and between the Adviser and the Trust, on behalf of the Funds, dated November 30, 2006.

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