EX-99.(D)(X) 3 dx.txt LETTER AGREEMENT LETTER AGREEMENT Henderson Global Funds 737 N. Michigan, Suite 1950 Chicago, Illinois 60611 This Agreement is made as of this 1st day of August 2006 between HENDERSON GLOBAL FUNDS, a Delaware statutory trust (the "Trust") and HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC., a Delaware corporation (the "Adviser"). WHEREAS, the Trust and the Adviser have entered into an Investment Advisory Agreement dated August 31, 2001 (the "Investment Advisory Agreement"), as amended by Letter Agreements dated September 24, 2003, April 30, 2004, August 1, 2005 and January 31, 2006 (the "Letter Agreements"), under which the Trust has agreed to retain the Adviser to render investment advisory and management services to the Henderson European Focus Fund, Henderson Global Technology Fund, Henderson International Opportunities Fund, Henderson Worldwide Income Fund, Henderson U.S. Core Growth Fund and Henderson Japan-Asia Focus Fund (the "Existing Portfolios"), and the Adviser has agreed to render such services to the Existing Portfolios, together with any other Trust portfolios that may be established later; WHEREAS, the Trust and the Adviser desire to amend the Investment Advisory Agreement to lower the management fees for the Henderson U.S. Core Growth Fund; WHEREAS, the amendment to the management fees in the Investment Advisory Agreement will not reduce the quality or quantity of the services provided by the Adviser to the Existing Portfolios and that the Adviser's obligations under the Investment Advisory Agreement will remain the same in all material respects; WHEREAS, the management fees for the Henderson U.S. Core Growth Fund will be amended and restated as set forth below. NOW THEREFORE, in consideration of the promises and mutual covenants set forth herein, the Trust and the Adviser agree as follows: 1. Section 3, Management Fee of the Investment Advisory Agreement is hereby amended as follows: For the services and facilities described in Section 1, the Trust will pay to the Adviser a management fee based upon an annual percentage of the average daily net assets of the Henderson U.S. Core Growth Fund, as follows: 0.95% on the first $150 million of average daily net assets; and 0.85% for the balance of average daily net assets thereafter. 2. All the other terms and conditions of the Investment Advisory Agreement shall remain in full effect. 3. This Agreement is hereby incorporated by reference into the Investment Advisory Agreement and is made a part thereof. 4. This Agreement will become effective on August 1, 2006. IN WITNESS WHEREOF, the Trust and the Adviser have cause this Letter Agreement to be executed as of the day and year first above written. HENDERSON GLOBAL FUNDS By: /s/ Karen Buiter ---------------- Name: Karen Buiter Title: Treasurer ATTEST: /s/ Christopher K. Yarbrough ---------------------------- Name: Christopher K. Yarbrough Title: Secretary HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC. By: /s/ James O'Brien ----------------- Name: Jim O'Brien Title: Director of ATTEST: /s/ Christopher K. Yarbrough Corporate Services ---------------------------- Name: Christopher K. Yarbrough Title: Legal Counsel