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Henderson Smllr Cos (HSL)

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Friday 27 September, 2002

Henderson Smllr Cos

AGM Statement

Henderson Smaller Cos Inv Tst PLC
27 September 2002

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

                                                               27 SEPTEMBER 2002





              THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

                   Changes to the management arrangements and

                    the introduction of a continuation vote



Introduction

The Henderson Smaller Companies Investment Trust plc (the 'Company') announces a
number of changes designed to improve performance and benefit shareholders.

Mr Neil Hermon, an experienced smaller companies fund manager, will take over
responsibility for managing the Company when he joins Henderson Global Investors
in early November 2002.

The Company's management fee arrangements will be amended with effect from 1
October 2002 to reflect current total assets - replacing the existing fee
arrangements which are based on an historic two year average.

The Board also proposes to give shareholders the opportunity to vote on the
Company's continuation at the annual general meeting in 2004 and at every third
AGM thereafter.



New management arrangements
The Board has agreed with Henderson Global Investors Limited (the 'Manager')
that Mr Neil Hermon will take responsibility for the management of the Company's
portfolio when his employment with the Manager commences in early November 2002.


Mr Hermon has been head of smaller companies at Morley, the fund management arm
of Aviva, since 2000 and has been a UK smaller companies fund manager at Morley
and its predecessors from 1994. Mr Hermon describes his investment style as
stock-picking with a growth bias. He managed the Norwich Union UK Smaller
Companies OEIC ('AA' rated by S&P fund research) and was heavily involved with
the £1bn life fund and £65m pooled pension fund. The OEIC was ranked 25th
percentile over the twelve months to the end of August 2002 and 18th percentile
over five years (source: S & P Micropal).



  • MORE -

                                     - 2 -

Amendment to the basis of the calculation of the management fee

The base fee payable to the Manager remains at 0.4% per annum on total assets.
However, the basis of calculation for the Manager's fee has been amended with
effect from 1 October 2002. From that date, it will be calculated and paid on a
quarterly basis, in advance, of 0.1% per quarter, by reference to the total
assets of the Company on the final business day of the preceding quarter.
Previously the basis of calculation had been by reference to the average total
assets on the last business day of the two

calendar years preceding the calendar year in which the calculation was
effected. Clearly, in times of rising markets, such an approach has proven
advantageous to the Company's shareholders as the fee is calculated by reference
to historically lower assets. However, where markets have fallen, the opposite
effect has occurred. The amendment brings the fee into line with common
investment trust practice while providing an immediate saving for shareholders.



Continuation vote

The Board continues to believe that an investment trust structure is appropriate
for the Company. The investment trust structure offers flexibility whereby the
Company is able to borrow and the Manager is free to invest without the
distraction of potential cash outflows. The Board will continue to monitor
closely the discount at which the Company's shares trade and will continue
actively to utilise its share buy-back powers. Since 31 May 2002, the end of the
Company's previous financial year, the Company has repurchased approximately 9.9
million shares (representing approximately 7.3% of the shares in issue at the
year end).

The Board and the Manager are cognisant of the demands of shareholder value and
therefore propose to introduce regular continuation votes for the Company.
Commencing with the Annual General Meeting to be held in 2004, and thereafter at
every third AGM, an ordinary resolution shall be put to shareholders at such AGM
that the Company continue as an investment trust.



Changes to Board composition

Mr James Nelson has agreed to join the board as an independent non-executive
director, following the retirement of Mr Michael Meyer at this year's AGM.

Following the handover of management responsibilities to Mr Hermon, the current
investment manager, Mr John Alexander, will retire from the Board and cease to
have any responsibilities for the management of the Company. Mr Alexander will
continue to manage the Company on an interim basis to ensure an orderly
transition.

The Board believes that this package of measures should benefit shareholders
over both the short and longer term.



                                    - ENDS -



                                     - 3 -



For further information please contact:

Peter Cadbury

Chairman, The Henderson Smaller Companies Investment Trust plc

Telephone: 020 7643 6067

Stephen Westwood

Head of Investment Trusts, Henderson Global Investors

Telephone: 020 7818 5517

Mark Vickery

Press Office, Henderson Global Investors

Telephone: 020 7818 4222

Andrew Zychowski

Dresdner Kleinwort Wasserstein

Telephone: 020 7475 6681





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