HENDERSON AMERICAN CAPITAL AND INCOME TRUST PLC

At a Second Extraordinary General Meeting of the above-named Company, duly convened, and held at 3 Finsbury Avenue, London E.C.2, on 26th February 1999, at 10 a.m. the following Resolutions were duly passed, as a Special Resolution and as an Extraordinary Resolution respectively: “That (a) the Company be and is hereby wound-up voluntarily under the provisions of the Insolvency Act 1986, and that James Robert Drummond Smith and Nicholas James Dargan, both of Deloitte & Touche, be and they are hereby appointed Liquidators (the “Liquidators”) for the purposes of such winding-up, such Liquidators to be empowered to act jointly and severally; and (b) the remuneration of the Liquidators be fixed by reference to the time properly given to them and their staff in attending to matters arising prior to and during the winding-up and they be and are hereby authorised to draw such remuneration monthly or at such longer intervals as they may determine, and that the Liquidators of the Company appointed pursuant to Resolution (a), set out in the notice of this Meeting, be and are hereby authorised to exercise under section 165 of the Insolvency Act 1986, the powers specified in Part I of Schedule 4 of the Insolvency Act 1986.” For and on behalf of Henderson Secretarial Services Limited, Secretary