Henderson Smaller Companies (Ordinary Share) HSL

Objective:

Management Contract & Fees:

Investment management, accounting, secretarial, administrative and UK custody services are provided to the Company by subsidiaries of Henderson plc. The management agreement provides for the percentage rates to be reviewed every three years. As at 30 September 2005, the Board announced that the new management agreements apply with effect from 1 June 2005. The base management fee is 0.0875% per quarter, calculated quarterly in advance on the value of the assets under management. The notice period under the management agreement between Henderson and the Company remains at 12 months, but the amount of compensation would be reduced pro rata to any notice given. In the event that the continuation vote to be put to the annual general meeting in 2007, or a continuation vote put to a subsequent annual general meeting, is not passed, no compensation would be payable on the subsequent termination of the contract. The new fee arrangements will be reviewed in 2008. The performance fee is calculated as 15% of any outperformance of the benchmark, on a total return basis, over the Companys accounting year, subject to a limit on the total management fees payable in any one year of 1.0% of the average value of the net assets of the Company during the year (calculated monthly) and an absolute limit to the performance fee of GBP2 million in any one year. No performance fee will be payable if the net asset value per share on the last day of the Companys year, calculated, in accordance with the Companys accounting policies, net of costs (including any performance fee) is equal to or lower than the NAV per share as at the preceding year end. Any underperformance relative to the benchmark, or any unrewarded outperformance will be carried forward and set against any outperformance or underperformance respectively in subsequent years.