FORM OF LETTER AGREEMENT

Henderson Global Investors (North America) Inc.
737 N. Michigan, Suite 1950
Chicago, Illinois  60605

         This Agreement is made as of this __ day of _______ 2006 between
HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC. (the "Adviser") and HENDERSON
INVESTMENT MANAGEMENT LIMITED (the "Subadviser").

         WHEREAS, the Adviser and the Subadviser have entered into a
Sub-Advisory Agreement dated August 31, 2001 (the "Sub-Advisory Agreement"), as
amended by letter agreement dated August 1, 2005 and January 31, 2006, under
which the Adviser has agreed to retain the Subadviser to render investment
advisory services to the Henderson European Focus Fund, Henderson Global
Technology Fund, Henderson International Opportunities Fund and Henderson
Japan-Asia Focus Fund (the "Existing HIML Sub-Advised Portfolios") of the
Henderson Global Funds (the "Trust"), and the Subadviser has agreed to render
such services to the Existing HIML Sub-Advised Portfolios, together with any
other Trust portfolios that may be established later;

         WHEREAS, pursuant to Paragraph 1 of the Sub-Advisory Agreement, the
Adviser hereby notifies the Subadviser of its desire to retain the Subadviser to
render investment advisory services to two additional portfolios of the Trust to
be known as the Henderson Global Equity Income Fund and the Henderson Global
Opportunities Fund (collectively, the "New Portfolios" and individually a "New
Portfolio"); and

         WHEREAS, by signing this Agreement below, the Subadviser agrees to
render such services, whereupon the New Portfolios shall become Portfolios under
the Sub-Advisory Agreement.

         NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the Adviser and the Subadviser agree as follows:

1.       The Adviser hereby appoints the Subadviser as subadviser for the New
         Portfolios under the Sub-Advisory Agreement and the Subadviser hereby
         accepts such appointment and agrees to perform the services and duties
         set forth in the Sub-Advisory Agreement on the terms set forth therein,
         except as otherwise provided in this Agreement.

2.       This Agreement shall become effective as of the date first above
         written and, unless sooner terminated as provided in Paragraph 3 of the
         Sub-Advisory Agreement, shall continue until August 30, 2008.
         Thereafter, this Agreement will be extended with respect to the New
         Portfolios for successive one-year periods ending on August 30 of each
         year, subject to the provisions of Paragraph 3 of the Advisory
         Agreement.



3.       For the services provided and the expenses assumed under this
         Agreement, the Adviser shall pay the Subadviser a fee for each New
         Protfolio, computed daily and payable monthly, at an annual rate equal
         to:

         Henderson Global Equity Income Fund:
         0.80% on the first $500 million of daily net assets;
         0.70% on the next $500 million of daily net assets;
         0.60% on the next $500 million of daily net assets; and
         0.50% on average daily net assets over $1.5 billion

         Henderson Global Opportunities Fund:
         1.00% on the first $1 billion of daily net assets;
         0.85% on the next $1 billion of daily net assets; and
         0.75% on average daily net assets over $2 billion

4.       All the other terms and conditions of the Sub-Advisory Agreement shall
         remain in full effect.

5.       This Agreement is hereby incorporated by reference into the
         Sub-Advisory Agreement and is made a part thereof. In case of a
         conflict between this Agreement and the Sub-Advisory Agreement, the
         terms of the Sub-Advisory Agreement are controlling.

         IN WITNESS WHEREOF, the Adviser and the Subadviser have cause this
Agreement to be executed as of the day and year first above written.

                                                      HENDERSON GLOBAL INVESTORS
                                                      (NORTH AMERICA) INC.

                                                      By:
                                                         -----------------------
                                                         Name:
                                                         Title:
 ATTEST:
         -----------------------
         Name:
         Title:
                                                      HENDERSON INVESTMENT
                                                      MANAGEMENT LIMITED

                                                      By:
                                                         -----------------------
                                                         Name:
                                                         Title:
 ATTEST:
         -----------------------
          Name:
          Title:

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