AMENDMENT NO. 8 TO THE SUB-ADVISORY AGREEMENT BETWEEN HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC. AND HENDERSON INVESTMENT MANAGEMENT LIMITED

Exhibit (d)(ii)(h)

AMENDMENT NO. 8
TO THE SUB-ADVISORY AGREEMENT BETWEEN
▇▇▇▇▇▇▇▇▇ GLOBAL INVESTORS (NORTH AMERICA) INC.
AND ▇▇▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT LIMITED

AMENDMENT NO. 8 (this “Amendment”), dated as of December 5, 2016, to the Sub-Advisory Agreement, dated August 31, 2001, as amended (the “Sub-Advisory Agreement”), between ▇▇▇▇▇▇▇▇▇ GLOBAL INVESTORS (NORTH AMERICA) INC., a Delaware corporation (hereinafter referred to as the “Adviser”) and ▇▇▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT LIMITED, a limited liability company in England and Wales (hereinafter referred to as the “Sub-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 Sub-Advisory Agreement.

W I T N E S S E T H:

WHEREAS, each of the Adviser and the Sub-Adviser is registered with the U.S. Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended, and is engaged in the business of rendering investment advice; and

WHEREAS, the Sub-Adviser has been retained by the Adviser to provide investment advisory services to each of ▇▇▇▇▇▇▇▇▇ All Asset Fund, ▇▇▇▇▇▇▇▇▇ Dividend & Income Builder Fund, ▇▇▇▇▇▇▇▇▇ Emerging Markets Fund, ▇▇▇▇▇▇▇▇▇ European Focus Fund, ▇▇▇▇▇▇▇▇▇ Global Equity Income Fund, ▇▇▇▇▇▇▇▇▇ Global Technology Fund, ▇▇▇▇▇▇▇▇▇ International Opportunities Fund, ▇▇▇▇▇▇▇▇▇ International Long/Short Equity Fund and ▇▇▇▇▇▇▇▇▇ Strategic Income Fund, each a series of the Trust (collectively, the “Existing Portfolios”), pursuant to the Sub-Advisory Agreement; and

WHEREAS, the Board of Trustees of the Trust (the “Board”), at a meeting held on June 15, 2016, and called for the purpose of considering the renewal of the Sub-Advisory Agreement for an additional one year term, approved the Sub-Advisory Agreement and its continuance until August 31, 2017, with respect to each of the Existing Portfolios, in the manner required by the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Board, at a meeting held on December 5, 2016 (the “December 2016 Meeting”), and called for the purpose of considering the approval of the Sub-Advisory Agreement with respect to ▇▇▇▇▇▇▇▇▇ International Small Cap Fund, a new series of the Trust (the “New Portfolio”), pursuant to this Amendment, approved the Sub-Advisory Agreement with respect to the New Portfolio for an initial term of two years, in the manner required by the 1940 Act; and

WHEREAS, the initial shareholder of the New Portfolio has approved the Sub-Advisory Agreement with respect to the New Portfolio, and the Sub-Adviser is willing to furnish such

services upon the terms and conditions set forth in the Sub-Advisory Agreement, as amended herein; and

WHEREAS, the parties wish to amend the Sub-Advisory Agreement to add the New Portfolio as a Portfolio covered by the Sub-Advisory Agreement pursuant to Paragraph 1 of the Sub-Advisory Agreement, and the Board has approved such amendment at the December 2016 Meeting;

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

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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.

 

 

Schedule A - Page 1