-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wp817ObS/iat6ml2WD9Ghfg3++NXTZWZIEQWyfXdOP/duXcSqTTK0WqlZDtEd+mC eKuTcy70miSkJg+be0KzAg== 0000903893-97-001154.txt : 19970912 0000903893-97-001154.hdr.sgml : 19970912 ACCESSION NUMBER: 0000903893-97-001154 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 19970910 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIGGIE INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000720032 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 521297376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-34754 FILM NUMBER: 97678005 BUSINESS ADDRESS: STREET 1: 4420 SHERWIN RD CITY: WILLOUGHBY STATE: OH ZIP: 44094 BUSINESS PHONE: 2169532700 MAIL ADDRESS: STREET 1: 4420 SHERWIN RD CITY: WILLOUGHBY STATE: OH ZIP: 44094 FORMER COMPANY: FORMER CONFORMED NAME: FIGGIE INTERNATIONAL HOLDINGS INC DATE OF NAME CHANGE: 19870112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAMBRO J O & PARTNERS LTD CENTRAL INDEX KEY: 0000940755 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: X0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10 PARK PLACE CITY: LONDON STATE: X0 MAIL ADDRESS: STREET 1: 10 PARK PLACE STREET 2: SW1A1LP CITY: LONDON STATE: X0 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* FIGGIE INTERNATIONAL INC. ---------------------------------------------------------------- (Name of issuer) Class A Common Stock, par value $.01 per share ---------------------------------------------------------------- (Title of class of securities) 316828508 ----------------------------- (CUSIP number) R.C.O. Hellyer J O Hambro & Company Limited 10 Park Place London SW1A 1LP England 011-44-171-222-2020 ------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) July 21, 1997 ------------------------------------------------------ (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 198 Pages 13D - -------------------------------------------------------------------------------- CUSIP No. 316828508 Page 2 of 198 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS J O Hambro & Partners Limited No S.S. or IRS Identification Number - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY --------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 736,100 REPORTING --------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 --------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 736,100 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,100 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IA, CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D - -------------------------------------------------------------------------------- CUSIP No. 316828508 Page 3 of 198 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Growth Financial Services Limited No S.S. or IRS Identification Number - -------------------------------------------------------------------------------- (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 321,500 REPORTING ----------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 321,500 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 321,500 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D - -------------------------------------------------------------------------------- CUSIP No. 316828508 Page 4 of 198 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS North Atlantic Smaller Companies Investment Trust plc No S.S. or IRS Identification Number - -------------------------------------------------------------------------------- (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 321,500 REPORTING ----------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 321,500 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 321,500 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IV, CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D - -------------------------------------------------------------------------------- CUSIP No. 316828508 Page 5 of 198 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Christopher Harwood Bernard Mills No S.S. or IRS Identification Number - -------------------------------------------------------------------------------- (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 736,100 REPORTING ----------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 736,100 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,100 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D - -------------------------------------------------------------------------------- CUSIP No. 316828508 Page 6 of 198 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS J O Hambro & Company Limited No S.S. or IRS Identification Number - -------------------------------------------------------------------------------- (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 736,100 REPORTING ----------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 736,100 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,100 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* HC, CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D - -------------------------------------------------------------------------------- CUSIP No. 316828508 Page 7 of 198 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS J O Hambro Asset Management Limited No S.S. or IRS Identification Number - -------------------------------------------------------------------------------- (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 736,100 REPORTING ----------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 736,100 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,100 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* HC, CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D - -------------------------------------------------------------------------------- CUSIP No. 316828508 Page 8 of 198 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS American Opportunity Trust plc No S.S. or IRS Identification Number - -------------------------------------------------------------------------------- (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 200,000 REPORTING ----------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 200,000 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IV, CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D - -------------------------------------------------------------------------------- CUSIP No. 316828508 Page 9 of 198 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Oryx International Growth Fund Limited No S.S. or IRS Identification Number - -------------------------------------------------------------------------------- (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey (Channel Islands) - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 150,000 REPORTING ----------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 150,000 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IV, CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D - -------------------------------------------------------------------------------- CUSIP No. 316828508 Page 10 of 198 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Consulta (Channel Islands) Limited No S.S. or IRS Identification Number - -------------------------------------------------------------------------------- (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey (Channel Islands) - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 150,000 REPORTING ----------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 150,000 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IA, CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! STATEMENT ON SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D relates to the Class A Common Stock, par value $0.10 per share (the "Common Stock"), of Figgie International Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 4420 Sherwin Road, Willoughby, Ohio 44094. ITEM 2. IDENTITY AND BACKGROUND. 2 (a-c, f). I. Filing Parties: This Statement is filed on behalf of the following nine persons, who are collectively referred to as the "Filing Parties": 1. J O Hambro & Company Limited ("J O Hambro & Company") is a corporation organized under the laws of England with its principal office and business at 10 Park Place, London SW1A 1LP England. J O Hambro & Company functions as the ultimate holding company for J O Hambro & Partners. 2. J O Hambro Asset Management Limited ("J O Hambro Asset Management") is a corporation organized under the laws of England with its principal office and business at 10 Park Place, London SW1A 1LP England. J O Hambro Asset Management functions as an intermediate holding company for J O Hambro & Partners. 3. J O Hambro & Partners Limited ("J O Hambro & Partners") is a corporation organized under the laws of England with its principal office and business at 10 Park Place, London SW1A 1LP England. J O Hambro & Partners is principally engaged in the business of investment management and advising. It serves as co-investment adviser to NASCIT and American Opportunity Trust and as investment adviser to Oryx as well as private clients. 4. Christopher Harwood Bernard Mills is a British citizen whose business address is 10 Park Place, London SW1A 1LP England. His principal employment is service as executive director of NASCIT and American Opportunity Trust, as a director of J O Hambro & Partners and Oryx, and as co-investment adviser to NASCIT and American Opportunity Trust. 5. Growth Financial Services Limited ("GFS"), formerly named Growth Investment Management Limited, is a corporation organized under the laws of England with its principal office at 77 Middle Street, Brockham, Surrey RH3 7HL England and with its principal business at 10 Park Place, London SW1A 1LP England. GFS has undertaken to provide the services of Christopher Mills to NASCIT. 6. North Atlantic Smaller Companies Investment Trust plc ("NASCIT"), formerly named Consolidated Venture Trust plc, is a corporation organized under the laws of England Page 11 of 198 Pages with its principal office and business at 10 Park Place, London SW1A 1LP England. NASCIT is a publicly-held investment trust company. Christopher Harwood Bernard Mills and J O Hambro & Partners serve as co-investment advisers to NASCIT. 7. American Opportunity Trust plc ("American Opportunity Trust"), formerly named Leveraged Opportunity Trust plc, is a corporation organized under the laws of England with its principal office and business at 10 Park Place, London SW1A 1LP England. American Opportunity Trust is a publicly-held investment trust company. Christopher Harwood Bernard Mills and J O Hambro & Partners serve as co-investment advisers to American Opportunity Trust. 8. Oryx International Growth Fund Limited ("Oryx") is a corporation organized under the laws of the Island of Guernsey with its principal office and business at Bermuda House, St. Julian's Avenue, St. Peter Port, Guernsey. Oryx is a closed-end investment company. J O Hambro & Partners and Consulta serve as investment advisers to Oryx. 9. Consulta (Channel Islands) Limited ("Consulta") is a corporation organized under the laws of the Island of Guernsey with its principal office and business at Bermuda House, St. Julian's Avenue, St. Peter Port, Guernsey. Consulta is principally engaged in the business of investment management and advising and serving as investment manager of Oryx. II. Control Relationships: J O Hambro & Partners is a majority-owned subsidiary of J O Hambro Asset Management, which is a wholly-owned subsidiary of J O Hambro & Company. Christopher Mills owns 99% of the equity of GFS, and serves as a director of J O Hambro & Partners and Oryx and as executive director of NASCIT and American Opportunity Trust. Consulta is a wholly-owned subsidiary of Consulta Limited, which is a corporation organized under the laws of England with its principal office and business at 20 St. James's Street, London SW1A 1ES England. Consulta Limited is principally engaged in the business of investment management and advising. III. Executive Officers and Directors: In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of the Filing Parties is included in Schedule A hereto and is incorporated by reference herein. (d) Criminal Proceedings During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Page 12 of 198 Pages (e) Civil Securities Law Proceedings During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Filing Parties used their working capital funds to purchase the shares of Common Stock of the Company (the "Shares") to which this statement relates. The amount of funds used to date to acquire the Shares is approximately $9,006,966 (exclusive of brokerage fees and commissions). ITEM 4. PURPOSE OF TRANSACTION. The Shares held directly or indirectly by the Filing Parties were acquired for the purpose of investment. Depending upon the Company's business and prospects, and upon future developments (including, but not limited to, performance of the Common Stock in the market, availability of funds, alternative uses of funds, money and stock market conditions, and general economic conditions), the Filing Parties or any one of them (or other persons who may be deemed to be affiliated with one or more of the Filing Parties) may from time to time purchase Common Stock, dispose of all or a portion of the Common Stock each holds, or cease buying or selling Common Stock. Any additional purchases of the Common Stock may be in the open market or in privately negotiated transactions, or otherwise. Except as described in this Item 4, as of the date of this statement none of the Filing Parties has formulated any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of the Company or its subsidiaries, if any; (c) a sale or transfer of a material amount of assets of the Company or its subsidiaries, if any; (d) any change in the present board of directors or management of the Company, including any change in the number or term of directors or the filling of any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter or bylaws or other actions that may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above. Page 13 of 198 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) The aggregate number and percentage of the outstanding Common Stock of the Company beneficially owned by each of the Filing Parties are as follows:
Number of Number of Shares: Number of Shares: Filing Aggregate Shares: Sole Shared Sole or Shared Party Number of Power to Power to Power to Approximate - ----- Shares: Vote Vote Dispose Percentage* ------- ---- ---- ------------- ----------- J O Hambro 736,100 0 736,100 736,100 5.4% & Company J O Hambro Asset 736,100 0 736,100 736,100 5.4% Management J O Hambro 736,100 0 736,100 736,100 5.4% & Partners Christopher H.B. Mills 736,100 0 736,100 736,100 5.4% GFS 321,500 0 321,500 321,500 2.2% NASCIT 321,500 0 321,500 321,500 2.2% American Opportunity Trust 200,000 0 200,000 200,000 1.5% Oryx 150,000 0 150,000 150,000 1.1% Consulta 150,000 0 150,000 150,000 1.1% - --------------------------------------------------------------------------------------------------------------------------
* Based on 13,708,925 shares of Class A Common Stock, par value $.10 per share outstanding as of July 21, 1997, which is based on information reported in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. Page 14 of 198 Pages (c) In the 60 days prior to the date of the filing of this Statement, the Filing Parties effected no transactions in the Common Stock other than those set forth in the following table: No. of Price Date Filing Party Shares (US$) Broker - ---- ------------ ------ ----- ------ 21/07/97 NASCIT 35,000 $14.1563 Legg Mason 21/07/97 Oryx 25,000 $14.1563 Legg Mason 29/08/97 NASCIT 6,500 $13.7500 Legg Mason 02/09/97 NASCIT 15,000 $13.7500 Legg Mason All of the above transactions were effected in the open market and were purchases. (d) The private clients of J O Hambro & Partners have an economic interest in the dividends from, and the proceeds of sales of, Common Stock beneficially owned by J O Hambro & Partners. The shareholders of NASCIT, American Opportunity Trust and Oryx have an economic interest in the dividends from, and the proceeds of sales of, Common Stock beneficially owned by NASCIT, American Opportunity Trust and Oryx, respectively. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As co-investment advisers to NASCIT, Christopher Harwood Bernard Mills and J O Hambro & Partners share the right to transfer and vote the shares of Common Stock of the Company pursuant to an agreement entered into among NASCIT, GFS and Christopher Mills and an agreement entered into between NASCIT and J O Hambro & Partners, each dated as of January 7, 1993, respectively. As co-investment advisers to American Opportunity Trust, Christopher Harwood Bernard Mills and J O Hambro & Partners share the right to transfer and vote the shares of Common Stock of the Company pursuant to an agreement dated as of January 7, 1993 between American Opportunity Trust and J O Hambro & Partners. As investment manager for Oryx, Consulta has the right to transfer and vote the shares of Common Stock of the Company pursuant to an agreement dated as of February 16, 1995 between Oryx and Consulta. As investment adviser to Oryx, J O Hambro & Partners has the right to transfer the shares of Common Stock of the Company pursuant to an agreement dated as of February 16, 1995 between J O Hambro & Partners and Consulta. As investment manager for private clients Sannafi Limited, Seaway Limited, Peak Investments, Lord Stevens of Ludgate Pension Fund, Mishal Kanoo, Mr. & Mrs. Jan Gilbert and The Superannuation Fund of Wigan Richardson International Limited, J O Hambro & Partners has the right to transfer and vote the shares of Common Stock of the Company pursuant to either agreements or arrangements entered into with such private clients. Page 15 of 198 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following documents are filed herewith: (a) Secondment Services Agreement dated as of January 7, 1993 among NASCIT, GFS and Christopher Harwood Bernard Mills. (b) Administration, Management and Custody Agreement dated as of January 7, 1993 between NASCIT and J O Hambro & Partners. (c) Investment Management Agreement dated as of February 29, 1996 between J O Hambro & Partners and Seaway Limited. (d) Investment Management Agreement dated as of January 25, 1996 between J O Hambro & Partners and Peak Investments. (e) Investment Management Agreement dated as of February 9, 1996 between J O Hambro & Partners and Lord Stevens of Ludgate Pension Fund. (f) Investment Management Agreement dated as of February 16, 1995 between Consulta and J O Hambro & Partners. (g) Investment Management Agreement dated as of February 16, 1995 between Oryx and Consulta. (h) Administration, Management and Custody Management Agreement dated as of January 7, 1993 between J O Hambro & Partners and American Opportunity Trust. (i) Investment Management Agreement dated as of June 3, 1996 between J O Hambro & Partners and Mishal Kanoo. (j) Investment Management Agreement dated as of October 28, 1996 between J O Hambro & Partners and Mr. & Mrs. Jan Gilbert. (k) Investment Management Agreement dated as of February 26, 1997 between J O Hambro & Partners and the Superannuation Fund of Wigan Richardson International Limited. (l) Joint Filing Agreement dated as of September 9, 1997 among NASCIT, GFS, J O Hambro & Partners, J O Hambro Asset Management, J O Hambro & Company, American Opportunity Trust, Oryx, Consulta and Christopher Harwood Bernard Mills. Page 16 of 198 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: 9 September 1997 J O HAMBRO & PARTNERS LIMITED By: /s/ RCO HELLYER --------------------------------- Name: RCO Hellyer Title: Director Executed on behalf of the parties hereto pursuant to the Joint Filing Agreement filed herewith. Page 17 of 198 Pages Schedule A ---------- The following table sets forth certain information concerning each of the directors and executive officers of J O Hambro & Company Limited ("J O Hambro & Company") as of the date hereof. Name: Rupert Nicholas Hambro (Chairman) Citizenship: British Business Address: J O Hambro & Company Limited 10 Park Place London SW1A 1LP England Principal Occupation: Chairman, J O Hambro & Company Name: Richard Alexander Hambro (Director) Citizenship: British Business Address: J O Hambro & Company Limited 10 Park Place London SW1A 1LP England Principal Occupation: Chairman, J O Hambro Investment Management Limited1 Director, J O Hambro & Company Name: James Daryl Hambro Managing Director) Citizenship: British Business Address: J O Hambro & Company Limited - ------------------- 1 J O Hambro Investment Management Limited is principally engaged in the investment advisory business and has its principal business and office at 10 Park Place, London SW1A 1LP England. Page 18 of 198 Pages 10 Park Place London SW1A 1LP England Principal Occupation: Managing Director, J O Hambro & Company Managing Director, J O Hambro & Partners Director, J O Hambro Asset Management Name: Richard David Christopher Brooke (Director) Citizenship: British Business Address: J O Hambro & Company Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro & Company Chairman, NASCIT Name: Robert Charles Orlando Hellyer (Executive Director) Citizenship: British Business Address: J O Hambro & Company Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, J O Hambro & Company Executive Director, J O Hambro & Partners Executive Director, J O Hambro Investment Management Limited Executive Director, J O Hambro Asset Management Name: David Frank Chaplin (Director) Citizenship: British Page 19 of 198 Pages Business Address: J O Hambro Investment Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Managing Director, J O Hambro Investment Management Limited Page 20 of 198 Pages The following table sets forth certain information concerning each of the directors and executive officers of J O Hambro Asset Management Limited ("J O Hambro Asset Management") as of the date hereof. Name: Richard Alexander Hambro (Managing Director) Citizenship: British Business Address: J O Hambro Asset Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Managing Director, J O Hambro Asset Management Chairman, J O Hambro Investment Management Limited Director, J O Hambro & Company Name: Robert Charles Orlando Hellyer (Executive Director) Citizenship: British Business Address: J O Hambro Asset Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, J O Hambro Asset Management Executive Director, J O Hambro & Company Executive Director, J O Hambro Investment Management Limited Executive Director, J O Hambro & Partners Name: James Daryl Hambro (Director) Citizenship: British Business Address: J O Hambro & Partners Limited 10 Park Place London SW1A 1LP England Page 21 of 198 Pages Principal Occupation: Managing Director, J O Hambro & Partners Managing Director, J O Hambro & Company Director, J O Hambro Asset Management Limited Page 22 of 198 Pages The following table sets forth certain information concerning each of the directors and executive officers of J O Hambro & Partners Limited ("J O Hambro & Partners") as of the date hereof. Name: James Daryl Hambro (Managing Director) Citizenship: British Business Address: J O Hambro & Partners Limited 10 Park Place London SW1A 1LP England Principal Occupation: Managing Director, J O Hambro & Partners Managing Director, J O Hambro & Company Director, J O Hambro Asset Management Name: Robert Charles Orlando Hellyer (Executive Director) Citizenship: British Business Address: J O Hambro & Partners Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, J O Hambro & Partners Executive Director, J O Hambro Asset Management Executive Director, J O Hambro Investment Management Limited Executive Director, J O Hambro & Company Name: Christopher Harwood Bernard Mills (Director) Citizenship: British Business Address: 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, NASCIT Page 23 of 198 Pages Executive Director, American Opportunity Trust Director, J O Hambro & Partners Director, Oryx Name: Claudia Margaret Cecil Perkins (Director) Citizenship: British Business Address: J O Hambro & Partners Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro & Partners Name: Malcolm Robert King (Director) Citizenship: British Business Address: J O Hambro & Partners Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro & Partners Page 24 of 198 Pages The following table sets forth certain information concerning each of the directors and executive officers of North Atlantic Smaller Companies Investment Trust plc ("NASCIT") as of the date hereof. Name: Richard David Christopher Brooke (Chairman) Citizenship: British Business address: North Atlantic Smaller Companies Investment Trust plc 10 Park Place London SW1A 1LP England Principal Occupation: Chairman, NASCIT Director, J O Hambro & Company Name: Christopher Harwood Bernard Mills (Executive Director) Citizenship: British Business Address: North Atlantic Smaller Companies Investment Trust plc 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, NASCIT Executive Director, American Opportunity Trust plc Director, J O Hambro & Partners Director, Oryx Name: Enrique Foster Gittes (Director) Citizenship: USA Residence: 4 East 82nd Street New York, New York 10028 USA Principal Occupation: Director, NASCIT Page 25 of 198 Pages Name: Robert D. le P. Power (Director) Citizenship: British Business Address: SouthCoast Capital Corporation2 575 Lexington Avenue 7th Floor New York, New York 10022 USA Principal Occupation: Director, SouthCoast Capital Corporation Name: Douglas P C Nation (Director) Citizenship: British Business Address: Bear Stearns Co. Inc.3 245 Park Avenue New York, NY 10167 Principal Occupation: Managing Director, Bear Stearns Co. Inc. Name: The Hon. Peregrine D E M Moncreiffe (Director) Citizenship: British Business Address: Buchanan Partners Limited4 Buchanan House 3 St. James's Square London SW1Y 4JU England Principal Occupation: Director, Buchanan Partners Limited - ------------------ 2 SouthCoast Capital Corporation principally engages in the brokerage business. 3 Bear Stearns principally engages in the brokerage business. 4 Buchanan Partners Limited principally engages in the investment management business. Page 26 of 198 Pages The following table sets forth certain information concerning each of the directors and executive officers of Growth Financial Services Limited ("GFS") as of the date hereof. Name: Christopher Harwood Bernard Mills (Director) Citizenship: British Business Address: 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, NASCIT Executive Director, American Opportunity Trust Director, J O Hambro & Partners Director, Oryx Name: Ivan Alexander Shenkman (Director) Citizenship: British Residence: 34 Royal Crescent, London W11 England Principal Occupation: Consultant GFS is controlled by Christopher Mills who owns 99% of the share capital. Page 27 of 198 Pages The following table sets forth certain information concerning each of the directors and executive officers of American Opportunity Trust plc ("American Opportunity Trust") as of the date hereof. Name: R. Alexander Hammond-Chambers (Chairman) Citizenship: British Business Address: Covey Advertising Limited 1 Fountainhall Road Edinburgh EH9 2NL Principal Occupation: Director, Covey Advertising Limited5 Name: Christopher Harwood Bernard Mills (Executive Director) Citizenship: British Business Address: 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, American Opportunity Trust Executive Director, NASCIT Director, J O Hambro & Partners Director, Oryx Name: John Gildea (Director) Citizenship: USA Business Address: Gildea Management Company6 90 Ferris Hill Road New Canaan, Connecticut 06840 USA Principal Occupation: President, Gildea Management Company - --------------- 5 Covey Advertising Limited is principally engaged in the advertising business. 6 Gildea Management Company is principally engaged in the investment management business. Page 28 of 198 Pages Name The Hon. James J. Nelson (Director) Citizenship: British Business Address: Foreign & Colonial Ventures7 8th Floor Exchange House Primrose Street London EC2A 2NY England Principal Occupation: Director, Foreign & Colonial Ventures Name: Iain Tulloch (Director) Citizenship: British Business Address: Murray Johnstone Ltd.8 7 West Nile Street Glasgow G2 2PX Scotland Principal Occupation: Director, Murray Johnstone Ltd. Name: Philip Ehrmann (Director) Citizenship: British Business Address: Gartmore Investment Management Ltd.9 Gartmore House 16 - 18 Monument Street London EC3R 8AJ England - --------------- 7 Foreign & Colonial Ventures is principally engaged in the investment management business. 8 Murray Johnstone Ltd. is principally engaged in the investment management business. 9 Gartmore Investment Management Limited is principally engaged in the investment management business. Page 29 of 198 Pages Principal Occupation: Investment Manager, Gartmore Investment Management Ltd. Page 30 of 198 Pages The following table sets forth certain information concerning each of the directors and executive officers of Oryx International Growth Fund Limited ("Oryx") as of the date hereof. Name: Nigel Kenneth Cayzer (Chairman) Citizenship: British Business Address: 14S-149 Borough High Street London SE1 1NP England Principal Occupation: Chairman, Oriel Group plc10 Name: His Excellency Salim Hassan Macki (Director) Citizenship: Omani Business Address: P.O. Box 4160 Postal Code 112 Ruwi Sultanate of Oman Principal Occupation: Head of Economic & Technical Dept., Ministry of Foreign Affairs, Oman Name: Patrick John McAfee (Director) Citizenship: British Business Address: Morgan Grenfell11 23 Great Winchester Street London EC2P 2AX England Principal Occupation: Company Director Name: Christopher Harwood Bernard Mills - ------------- 10 Oriel Group plc is a holding company for specialist insurance brokers. 11 Morgan Grenfell is a merchant bank. Page 31 of 198 Pages (Director) Citizenship: British Business Address: 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, NASCIT Executive Director, American Opportunity Trust Director, J O Hambro & Partners Director, Oryx Name: Harald Lungershausen (Director) Citizenship: German Business Address: Toblerstrasse 99 8044 Zurich Switzerland Principal Occupation: Company Director Name: Mohamed Hassan Ghurlam Habib (Director) Citizenship: Omani Business Address: Oman National Insurance Company12 PO Box 2254 Postal Code 112 Ruwi Sultanate of Oman Principal Occupation: Chief Executive, Oman National Insurance Company, SAOG Name: Rupert Arthur Rees Evans (Director) Citizenship: British - ------------- 12 Oman National Insurance Company is principally engaged in the insurance business. Page 32 of 198 Pages Business Address: Ozanne van Leuven Perrot & Evans13 PO Box 186 1 Le Marchant Street St. Peter Port Guernsey Channel Islands Principal Occupation: Guernsey Advocate Partner, Ozanne van Leuven Perrot & Evans Name: Hussan Al Nowais Citizenship: United Arab Emirates Business Address: Emirate Holdings P.O. Box 984 Abu Dhabi United Arab Emirates Principal Occupation: Chairman and Managing Director, Emirate Holdings - ------------ 13 Ozanne van Leuven Perrot & Evans is a Law Firm. Page 33 of 198 Pages The following table sets forth certain information concerning each of the directors and executive officers of Consulta (Channel Islands) Limited ("Consulta") as of the date hereof. Name: Gary Michael Brass (Director) Citizenship: British Business Address: 20 St. James's Street London SW1A 1ES England Principal Occupation: Managing Director, Consulta Name: Jeremy Caplan (Director) Citizenship: British Business Address: P.O. Box 72 44 Esplanade St Helier Jersey Principal Occupation: English Solicitor Name: Peter Heaps (Director) Citizenship: British Business Address: Management International (Guernsey) Limited14 Bermuda House St Julian's Avenue St Peter Port Guernsey Principal Occupation: Managing Director Management International (Guernsey) Limited - -------------- 14 Management International (Guernsey) Limited is principally engaged in the investment management business. Page 34 of 198 Pages Name: Rupert Arthur Rees Evans (Director) Citizenship: British Business Address: P.O. Box 186 1 Le Marchant Street St Peter Port Guernsey Principal Occupation: Guernsey Advocate Partner, Ozanne van Leuven Perrot & Evans Page 35 of 198 Pages The following table sets forth certain information concerning each of the directors and executive officers of Consulta Limited, the parent of Consulta (Channel Islands) Limited. Name: Harald Alejandro Lamotte (Director) Citizenship: British Business Address: 20 St. James's Street London SW1A 1ES England Principal Occupation: Investment Fund Manager, Consulta Limited Name: Gary Michael Brass (Director) Citizenship: British Business Address: 20 St. James's Street London SW1A 1ES England Principal Occupation: Investment Fund Manager, Consulta Limited Name: Nigel Douglas Pilkington (Director) Citizenship: British Business Address: 20 St. James's Street London SW1A 1ES England Principal Occupation: Investment Fund Manager, Consulta Limited Name: Susan Diana Frances Johns (Director) Citizenship: British Page 36 of 198 Pages Business Address: 20 St. James's Street London SW1A 1ES England Principal Occupation: Investment Fund Manager, Consulta Limited Name: Thierry Verhaeghe de Naeyer (Director) Citizenship: Belgian Business Address: 20 St. James's Street London SW1A 1ES England Principal Occupation: Investment Fund Manager, Consulta Limited Page 37 of 198 Pages Exhibit Index Document Page - -------- ---- The following documents are filed herewith: (a) Secondment Services Agreement dated as of January 7, 1993 among NASCIT, GFS and Christopher Harwood Bernard Mills. (b) Administration, Management and Custody Agreement dated as of January 7, 1993 between NASCIT and J O Hambro & Partners. (c) Investment Management Agreement dated as of February 29, 1996 between J O Hambro & Partners and Seaway Limited. (d) Investment Management Agreement dated as of January 25, 1996 between J O Hambro & Partners and Peak Investments. (e) Investment Management Agreement dated as of February 9, 1996 between J O Hambro & Partners and Lord Stevens of Ludgate Pension Fund. (f) Investment Management Agreement dated as of February 16, 1995 between Consulta and J O Hambro & Partners. (g) Investment Management Agreement dated as of February 16, 1995 between Oryx and Consulta. (h) Administration, Management and Custody Agreement dated as of January 7, 1993 between J O Hambro & Partners and American Opportunity Trust. (i) Investment Management Agreement dated as of June 3, 1996 between J O Hambro & Partners and Mishal Kanoo. (j) Investment Management Agreement dated as of October 28, 1996 between J O Hambro & Partners and Mr. & Mrs. Jan Gilbert. (k) Investment Management Agreement dated as of February 26, 1997 between J O Hambro & Partners and the Superannuation Fund of Wigan Richardson International Limited. (l) Joint Filing Agreement dated as of September 9, 1997 among NASCIT, GFS, J O Hambro & Partners, J O Hambro Asset Management, J O Hambro & Company, American Opportunity Trust, Oryx, Consulta and Christopher Harwood Bernard Mills. Page 38 of 198 Pages EX-99.(A) 2 SECONDMENT SERVICES AGREEMENT EXHIBIT (a) SECONDMENT SERVICES AGREEMENT AMONG NASCIT, GFS AND CHRISTOPHER MILLS Page 39 of 198 Pages DATED 7th January, 1993 CONSOLIDATED VENTURE TRUST PLC and GROWTH INVESTMENT MANAGEMENT LIMITED and CHRISTOPHER HARWOOD BERNARD MILLS ---------------------------------- SECONDMENT SERVICES AGREEMENT ---------------------------------- Allen & Overy London THIS AGREEMENT is made on 7th January, 1993. Page 40 of 198 Pages BETWEEN: (1) CONSOLIDATED VENTURE TRUST PLC of 11 Devonshire Square, London EC2M 4YR (the "Company"); (2) GROWTH INVESTMENT MANAGEMENT LIMITED of 10 Clivedon Place, London SW1W 6LA ("GIM"); and (3) CHRISTOPHER HARWOOD BERNARD MILLS of 10 Clivedon Place, London SW1W 6LA (the "Executive"). NOW IT IS HEREBY AGREED as follows: 1. Interpretation (a) In this Agreement: "Administration, Management and Custody Agreement" means an administration, management and custody agreement made on or about the same date as this Agreement between the Company and JO Hambro & Partners Limited; "Associated Company" means: i. a company which is not a subsidiary of the Company but whose issued equity share capital (as defined in section 744 of the Companies Act 1985) is owned as to at least 20 per cent. by the Company or one of its Subsidiary Companies; and ii. a Subsidiary Company of a company within (a) above; "Board of Directors" means the board of directors of the Company or a committee of the board of directors of the Company; "the Company" includes each of its branches if any; "Group" means the Company, and its Subsidiary Companies and Associated Companies for the time being and "Group Company" means any one of them; Page 41 of 198 Pages "Investments" includes any asset, right or interest falling within Part I of Schedule 1 of the Financial Services Act 1986 and any other asset, right or interest in respect of property of any kind wherever situate whether or not producing income; "Shareholders' Funds" means the amount of the nominal capital of the Company for the time being issued and paid up or credited as paid up, the amount repayable by the Company in respect of any borrowings repayable more than three years after initially made (but excluding convertible debt) and the amounts standing to the credit of the consolidated capital and revenue reserves (including without limitation share premium account, capital redemption reserve and profit and loss account) of the Company and its Subsidiary Companies properly reflected in an audited balance sheet of the Company prepared in accordance with recognised accounting principles but after making such adjustments as may be necessary to reflect: (a) the Board of Directors' valuation of all unquoted investments in accordance with a statement of value prepared for and approved by the Board of Directors in accordance with procedures and on a basis reviewed by the Company's auditors; and (b) the payment of any dividend or the making of any other distribution to shareholders of the Company. "Subsidiary Company" means a subsidiary as defined by section 736 of the Companies Act 1985; and "Working Day" means a day other than a Saturday, Sunday or bank holiday or other public holiday in England. (b) References to persons include bodies corporate and unincorporated associations and references to companies include any bodies corporate. (c) Any reference to a statutory provision includes any statutory modification or re-enactment of it for the time being in force. (d) Subclauses (1) to (3) above apply unless the contrary intention appears. (e) The headings in this Agreement do not affect its construction. (f) References to amounts payable shall be exclusive of value added tax thereon so that value added tax shall be payable in addition if and to the extent chargeable. 2. Services Page 42 of 198 Pages (a) GIM shall provide the services of the Executive to the Company as described and on the terms set out in this Agreement ("the Services"). The parties intend the Services to be provided by secondment of the Executive from GIM to the Company. (b) GIM shall employ the Executive for the purposes of enabling it to provide the Services. (c) The provision of the Services by GIM shall be deemed to take effect from the date of execution of this Agreement ("the Commencement Date"). (d) GIM and the Executive warrant to the Company that by entering into this Agreement and performing the Services they will not be in breach of any contract or other obligation binding on them. 3. Services of the Executive (a) GIM shall, and shall procure that the Executive shall, use their best endeavours to protect and further the interests of the Company giving the full benefit of the Executive's knowledge and expertise. (b) GIM shall procure that the Executive shall serve as chief executive and director of the Company, subject to the Company appointing the Executive as such. (c) The Executive shall perform the functions from time to time assigned to or vested in him by the Board of Directors and in particular he shall be responsible (subject to such authorisation procedures as the Board of Directors may specify and except to the extent that the Board shall not require the services of the Executive in respect of all or part of the Investments of the Company) for: i. keeping under review the investments from time to time held by the Company; ii. deciding upon purchases and sales and other transactions in respect of investments and subscriptions to issues of investments, including underwriting commitments on behalf of the Company and otherwise determining when the Company should invest, realise and re-invest its assets and exercise all rights attaching to its assets; iii. searching out and evaluating investment opportunities for the Company; Page 43 of 198 Pages iv. analysing the progress of companies in which the Company has invested; v. submitting to the Board of Directors such reports and information regarding investments as the Board of Directors shall reasonably require; and vi. recommending to the Board of Directors any future developments or changes to the investment policy of the Company. (d) The Executive shall faithfully serve the Company, and GIM shall procure that the Executive shall devote 50 per cent. of his time during normal business hours to the provision of the services and at such additional times as are necessary for the proper fulfilment of those services, but the Executive shall not be required to provide such services at such times as he is on holiday (as provided for in Clause 7), nor at such times (being not more than 90 Working Days in any period of 12 consecutive months) when the Executive is incapacitated by reason of illness or injury. (e) GIM shall, and shall procure that the Executive shall, accept appointments to such offices and enter into such agreements as the Company shall deem reasonably necessary for the proper provision of the Services. (f) GIM shall, and shall procure that the Executive shall, disclose forthwith to the Board of Directors any conflict of interest which may arise in connection with the performance of the Services as a result of any other present or future appointment, employment or interest of GIM or the Executive (other than that which concerns a Group Company). (g) The Executive shall provide the Services at such place or places as the Board of Directors may reasonably require. 5. Fee (1) The Company shall pay to GIM a fee to be agreed from time to time ("the Fee") but so that the maximum fee payable under this sub-clause (exclusive of Value Added Tax) when aggregated with the Management Fee (exclusive of Value Added Tax) payable under the Administration, Management and Custody Agreement (or any administration, management and custody agreement with whomsoever made superseding that agreement) shall not in any financial period of the Company exceed one per cent. of Shareholders' Funds of the Company and its Subsidiary Companies on the last day of the preceding financial period of the Company. (2) For the avoidance of doubt, the Company shall not be obliged to provide the Executive with, or reimburse GIM for the cost of providing the Executive with medical insurance, life assurance, pension benefits, accident insurance, permanent health assurance or other benefits except as expressly provided for in this Agreement. (3) The Fee shall accrue from day to day and be payable quarterly in advance on 31st January, 30th April, 31st July and 31st October in each year. The first payment shall Page 44 of 198 Pages be a pro rata part of the quarterly fee for the period from the date of this Agreement to the next quarter date. GIM shall reimburse the Company for a pro rata part of any quarterly fee paid in advance in respect of any period after termination of this Agreement. (4) The Fee shall be exclusive of any fees receivable by the Executive as a director of any Group Company. (5) In addition to the Fee the Company shall pay to GIM a performance fee in the amount and payable in the manner set out in the Schedule to this Agreement ("the Performance Fee"). (6) The Company shall pay to the Executive(pound)1 per annum (if demanded) as consideration for his obligations under this Agreement. 6. Expenses (1) In addition to the Fee and Performance Fee the Company shall reimburse GIM (on production of such vouchers or other evidence as the Company may require) the amount of all travelling and other expenses properly and reasonably incurred by the Executive in the provision of the Services. (2) The Company shall provide the Executive with reasonably suitable office accommodation and secretarial assistance at the offices of the Company or such Group Company as may be appropriate so as to enable the Executive properly to provide the Services but nothing in this Agreement shall be construed or have effect as constituting any relationship of landlord or tenant between the Company and GIM or the Executive and any use of such office accommodation by GIM or the Executive shall be as bare licensee of the Company. 7. Holidays (a) The Company acknowledges that the Executive is entitled to a maximum of 30 Working Days' holiday in every calendar year under his service agreement with GIM. (b) GIM and the Executive agree that the Executive will take his holidays at such times as are convenient to the Company. 8. Confidential Information (a) GIM and the Executive acknowledge that to enable them to provide the Services and to discharge their responsibilities under this Agreement the Company, and the Group, will provide them with information relating to the Group of a highly confidential nature (any and all information relating to the Company, the Group, and each Group Company, their respective businesses, activities or customers, including but without limitation all and any analyses, compilations, Page 45 of 198 Pages forecasts, studies or other documents, is referred to in this Agreement as "Information"). (b) GIM and the Executive agree that they will adopt all such procedures as the Company may require and that they will keep confidential all Information and shall not, without the prior written consent of the Board of Directors (save as required by law) disclose the Information in whole or in part other than to the Board of Directors and to the Company's professional advisers. GIM and the Executive shall not use the Information other than in connection with the provision of the Services. Notwithstanding the foregoing, GIM and the Executive agree not to disclose the Information (save as required by law) to any person except to the extent necessary to discharge their responsibilities under this Agreement. (c) Any document, including without limitation notes, memoranda, diaries, correspondence, computer disks or copies thereof created by GIM or the Executive in providing the Services shall be and remain the property of the Company or such Group Company as appropriate and the Company or such Group Company shall be the absolute beneficial owner of the copyright in any such document. (d) GIM and the Executive shall at any time during the continuance of this Agreement if so required by the Company or any Group Company and in the event of the termination of this Agreement (whether lawfully or otherwise) surrender to the Company or such Group Company all original and copy documents in their possession custody or control belonging to the Company or Group Company or relating to the business of the Company or any Group Company together with any other property belonging to the Company or any Group Company. (e) The obligations of GIM and the Executive under this Agreement apply to all and any Information whether the Information was in or comes into their possession prior to or following this Agreement and such obligations shall be continuing obligations throughout the continuance of this Agreement and at all times following its termination. (f) GIM and the Executive agree to observe the laws and regulations which may apply in the jurisdictions where the Company and the Group Companies are located. (g) GIM and the Executive understand and agree that any breach of their obligations under this Clause 8 will cause the Company irreparable injury and that monetary damages will not be an adequate remedy for any such breach. In the event of any breach or threatened breach by GIM or the Executive, the Company shall be entitled to injunctive relief in any court of competent jurisdiction restraining GIM or the Executive from such breach. 9. Gratuities and Codes of Conduct Page 46 of 198 Pages (a) GIM and the Executive shall not directly or indirectly accept any commission, rebate or other financial benefit from any person who has or is likely to have a business relationship with any Group Company without the consent of the Board of Directors. (b) GIM and the Executive shall comply with all codes of conduct from time to time adopted by the Company, and with all applicable rules and regulations of the London Stock Exchange and any other relevant regulatory authority including (without limitation) the Model Code for Securities Transactions by Directors of Listed Companies. 10. Termination of Appointment (a) This Agreement shall be for a period of 12 months from the Commencement Date and shall continue for successive periods of 12 months provided that GIM or the Company may terminate this Agreement at any time by giving to the other of them at least 12 months' notice in writing expiring at any time (whether or not on the anniversary of this Agreement). (b) If: i. the Executive ceases for any reason to be an employee of GIM; ii. the Executive becomes of unsound mind or is, or may be, suffering from mental disorder and either: (i) he is admitted to hospital for treatment under the Mental Health Act 1983; or (ii) an order is made by any competent court for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; iii. the Executive is unable properly to perform his duties under his service agreement with GIM by reason of ill-health, accident or otherwise for a period or periods aggregating at least 180 Working Days in any period of 12 consecutive months; iv. GIM or the Executive fails or neglects efficiently and diligently to discharge its duties, or GIM or the Executive is guilty of any breach of their obligations under this Agreement or any other agreement with a Group Company (including any consent granted under any of them); Page 47 of 198 Pages v. GIM or the Executive is guilty of misconduct or suffers any matter which (by reason of its effect on the Executive's reputation or otherwise) affects or is likely to affect prejudicially the interests of the Company or the Group, or the Executive is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed); vi. the Executive becomes bankrupt or makes any arrangement or composition with his creditors (other than as a result of losses relating to his underwriting affairs in the Lloyds insurance market); vii. GIM becomes unable to pay its debts as they fall due or makes any arrangement or composition with its creditors or an order is made or any effective resolution is passed for winding-up GIM; or viii. the Executive is disqualified from being a director of any company by reason of an order made by any competent court the Company may by written notice to GIM terminate this Agreement with immediate effect but: (i) any such termination shall be without prejudice to any other rights of the Company; and (ii) a notice under sub-clause (c) may be given by the Company to GIM only within 90 days after the end of any period or periods of disability referred to in that sub-clause. (c) On the termination of this Agreement in any way (whether lawfully or otherwise) the Executive shall immediately resign all offices held by him in any Group Company (without prejudice to the rights of any party arising out of this Agreement or the termination of this Agreement) and if he fails to do so the Company is irrevocably authorised to appoint some person in his name and on his behalf to do all such things and execute all such documents as may be necessary, or incidental to, to give effect to his resignation. 11. Executive not an employee of the Company nor carrying on separate investment business (a) Nothing contained in this Agreement shall be construed or have effect as constituting any relationship of employer and employee between the Company Page 48 of 198 Pages and the Executive save that, for the purposes of Clause 8 only, the Executive agrees to be subject to the same status as the employees of the Company. (b) The Executive shall at all times be an employee of GIM. (c) GIM shall be responsible for the payment of any wages, Employers' National Insurance and any other contributions required by law to be paid by it as employer in relation to the Executive and shall make all appropriate deductions from the Executive's wages in respect of Income Tax (PAYE) and Employers' National Insurance contributions and shall indemnify the Company in respect thereof. (d) Nothing contained in this Agreement shall be construed or have effect as either the Executive or GIM carrying on investment business within the meaning of the Financial Services Act 1986, in particular in relation to the functions described in Clause 3(3) of this Agreement. The intent of the parties is that GIM will provide the services of the Executive but neither GIM nor the Executive shall be treated as providing independent investment management or advisory services to the Company. 12. Guarantee (a) The Executive hereby unconditionally guarantees and undertakes to the Company that GIM shall duly and punctually observe and perform all the undertakings, covenants and obligations whatsoever of GIM under this Agreement to the intent that if GIM shall fail for whatever reason so to observe and perform any of such undertakings, covenants and obligations the Executive shall be liable to perform the same in all respects as if the Executive were principally bound thereby. (b) No time or other indulgence given by the Company to GIM nor any neglect failure or forbearance on the part of the Company to enforce the performance or observance of any of GIM's undertakings, covenants and obligations under this Agreement shall in any way release or affect the liability of the Executive hereunder. 13. Indemnity The Company shall, insofar as it is permitted by any applicable law, indemnify GIM and the Executive against any costs, claims or liabilities incurred as a result of the Executive being a director or an officer of any Group Company or his being held out to any person as a director or officer of any such company. 14. General (a) Neither GIM nor the Executive shall assign or otherwise transfer any of its or his rights nor sub-contract or otherwise transfer any of its or his obligations under this Agreement. If the Company transfers the whole or a substantial part Page 49 of 198 Pages of its undertaking and property to another company as part of a reconstruction or amalgamation, the Company may by written notice to GIM transfer all its rights and obligations under this Agreement to that other company. (b) This Agreement shall be governed by and construed in accordance with English law. The parties irrevocably submit to the jurisdiction of the English courts. 15. Notices Any notice to be served under this Agreement may, in the case of the Company be delivered or sent by first class post to the Company at its registered office for the time being and, and in the case of GIM or the Executive, may be delivered to the Executive or sent by first class post to the Executive's usual or last known place of residence. Notices served by first class post shall be deemed duly served twenty-four hours after posting and proof of posting shall be proof of delivery. IN WITNESS of which each of the parties has executed this Agreement on the date first mentioned on page 1. Page 50 of 198 Pages SCHEDULE The Performance Fee The Performance Fee referred to in Clause 5(5) of the Agreement shall be calculated and payable as follows: 1. As further consideration for the performance of the Services, GIM shall be entitled to receive on 1st July in each year a Performance Fee which shall be calculated as the amount equivalent to a percentum of Funds (as calculated below) of the Company as at 31st March each year (an in respect of any period, to which this Agreement applies, of less or more than twelve months the Performance Fee shall be decreased or (as the case may be) increased in proportion to the amount by which the period in question is less than 365 days or exceeds 365 days, as the case may be). 2. In the event of any change in the financial year end of the Company from 31st January in any year, the period covered by this Schedule shall be altered so that any current period the subject of this Schedule shall expire on the date falling two calendar months after the date of the new financial year end of the Company and so that: (a) any such new period covered by this Schedule shall always commence on the date falling two calendar months and one day after the expiry of the financial period of the Company; (b) payment pursuant to paragraph 1 above shall be made on the date falling six calendar months and one day after the new financial year end date of the Company; (c) all references to 31st March in this Schedule shall then be deemed to apply to the date falling two months after the new financial year end of the Company; and (d) in the event of any further change in the financial year end of the Company the provisions of this sentence shall apply "mutatis mutandis". 3. In addition, if the appointment of GIM under this Agreement terminates otherwise than on 31st March (or such date on which the relevant twelve month period ends) GIM shall be entitled to a proportionate part of the fee which would have been payable to it if the appointment had been effective during the whole of the twelve month period in question. 4. Such percentum will be calculated from the fraction arising in accordance with the following formula: (A - 1) x 0.1 Page 51 of 198 Pages (B ) Where A - Funds at 31st March in any calendar year ("Relevant Year Date") ------------------------------------------------------------------- Funds at 31st March in the immediately preceding calendar year ("Preceding Year Date") the Standard & Poors' rate of exchange of Composite Index at US$ per (pound)1 at the B - the Relevant Year End Preceding Year Date ------------------------- ---------------------- x the Standard & Poors' rate of exchange of Composite Index at US$ per(pound)1 at the the Preceding Year Date Relevant Year Date Provided always that the percentum shall not be less than nil and not greater than 0.5 per cent. 5. In the event of the issue of new shares, debentures or other loan capital by the Company for value or in the event of any shares, debentures or other loan capital of the Company being repaid during the relevant period, item A shall be adjusted as the Board of Directors may determine and the Company's auditors shall confirm as fair and reasonable. 6. In the event of any dispute between GIM and the Board of Directors as to the value to be attributed to the Investments or any of them pursuant to these provisions the value shall be determined by the auditors of the Company acting as experts and not as arbitrators and their valuation shall be final and binding upon the parties and the provisions of paragraph 7 below shall apply to the calculation of the Performance Fee. 7. For the purposes of this Schedule the expression "Funds" shall mean the amount of the nominal capital of the Company for the time being issued and paid up or credited as paid up and the amounts standing to the credit of the consolidated capital and revenue reserves (including without limitation share premium account, capital redemption reserve fund and profit and loss account) of the Company and its subsidiaries at the dat on which the calculation is required to be made based on the last audited balance sheet of the Company but after making such adjustments as may be necessary to reflect: (a) realised profits or losses arising in respect of the period from the date of the last audited balance sheet to the date of the calculation; Page 52 of 198 Pages (b) the Board of Directors' valuation of all unquoted investments on such date of calculation in accordance with a statement of value prepared for and approved by the Board of Directors in accordance with procedures and on a basis reviewed by the Company's auditors; (c) the payment of any dividend or the making of any other distribution to shareholders of the Company. 8. Subject to the provisions of this Schedule the Performance Fee shall be paid on 1st July in respect of the twelve month period commencing on 1st April in the preceding calendar year and ending on 31st March in the current calendar year. Page 53 of 198 Pages SIGNED by H. Gittes ) /s/ H. Gittes on behalf of CONSOLIDATED ) VENTURE TRUST PLC ) in the presence of: ) SIGNED by C.H.B. Mills ) /s/ Christopher Mills on behalf of GROWTH INVESTMENT ) MANAGEMENT LIMITED ) in the presence of: ) SIGNED by CHRISTOPHER HARWOOD ) /s/ Christopher Mills BERNARD MILLS ) in the presence of: ) Page 54 of 198 Pages EX-99.(B) 3 ADMINISTRATION, MGT. AND CUSTODY AGREEMENT EXHIBIT (b) ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT BETWEEN NASCIT AND J O HAMBRO & PARTNERS Page 55 of 198 Pages DATED 7th January 1993 CONSOLIDATED VENTURE TRUST PLC and J O HAMBRO & PARTNERS LIMITED ------------------------------------------------------------- ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT -------------------------------------------------------------- Allen & Overy London Page 56 of 198 Pages THIS AGREEMENT is made on 7th January 1993 BETWEEN: (1) CONSOLIDATED VENTURE TRUST PLC of 11 Devonshire Square, London EC2M 4YR (the "Company"); and ------- (2) J O HAMBRO & PARTNERS LIMITED of 30 Queen Anne's Gate, London SW1H 9AL (the "Manager"). ------- NOW IT IS HEREBY AGREED as follows: 1. Interpretation (1) In this Agreement: "Board" means the Board of Directors of the Company, or a committee thereof or (where the context so admits) a Director of the Company, duly authorised; "IMRO" means the Investment Management Regulatory Organisation Limited or its successors from time to time; "IMRO Rules" means the rules of IMRO from time to time applicable; "Investments" includes any asset, right or interest falling within any paragraph in Part I of Schedule I to the Financial Services Act 1986 and any other asset, right or interest in respect of property of any kind and, without prejudice to the foregoing, wherever situate and whether or not producing income; "Portfolio" means the Investments from time to time owned by the Company; "Secondment Services Agreement" means an Agreement made on or about the same date as this agreement between the Company, Growth Investment Management Limited ("GIM") and Christopher Harwood Bernard Mills; "Stock Exchange" Page 57 of 198 Pages means The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited; "subsidiary" shall have the meaning ascribed thereto by Section 736 of the Companies Act 1985. (2) References to persons include bodies corporate and unincorporated associations and references to companies include any bodies corporate. (3) Any reference to a statutory provision includes any statutory modification or re-enactment of it for the time being in force. (4) Subclauses (1) to (3) above apply unless the contrary intention appears. (5) The headings in this Agreement do not affect its construction. (6) References to amounts payable by the Company shall be exclusive of value added tax thereon so that value added tax shall be payable in addition if and to the extent chargeable. 2. Appointment The Company hereby appoints the Manager to be the investment manager and administrator of the Company to provide the services and facilities mentioned below with effect from the date of execution of this Agreement, such appointment to continue (unless previously terminated under Clause 11 below) until terminated by either party upon the expiry of not less than 12 months' written notice given to the other. 3. Investment Management (1) The Manager shall undertake with regard to such Investments as may from time to time be notified to and agreed with the Manager (the "Relevant Investments"), the duties normally performed by investment managers, subject to the policy directions and overall guidelines from time to time notified to the Manager by the Board, and in particular but without in any way prejudicing the generality of the foregoing shall on behalf of the Company: (a) keep under constant review the Relevant Investments from time to time held by the Company; (b) be entitled (at its absolute discretion and without obtaining the prior written permission of the Company) to withdraw deposits, to effect purchases and sales and other transactions in respect of Relevant Investments and subscriptions to issues of Relevant Investments, to enter into underwriting commitments in relation to Relevant Investments on behalf of the Company and otherwise to invest, realise and re-invest the Portfolio in relation to Relevant Investments and Page 58 of 198 Pages exercise all rights attaching to Relevant Investments comprised therein and in each such case to charge the amounts payable to the Portfolio; (c) search out and evaluate investment opportunities in Relevant Investments for the Company; (d) analyse the progress of companies in which the Company has made Relevant Investments; (e) submit to the Board such reports and information regarding Relevant Investments as the Board shall reasonably require; and (f) recommend to the Board any future developments or changes to the investment policy of the Company which the Manager may consider to be advisable. (2) The Board shall procure that Christopher Mills consults with the Manager prior to making investment decisions on behalf of the Company relating to unlisted investments. If the Manager objects to any such investment decision by Christopher Mills it may notify the Board and the Board shall use reasonable endeavours to convene a Board Meeting to consider the matter prior to the proposed investment decision being implemented. 4. Administration and other facilities The Manager shall provide the Company with the following services and facilities: (a) office facilities at 30 Queen Anne's Gate, London SW1H 9AL or such other office as may be agreed by the Company with the Manager and such office shall be used as the registered and principal office of the Company and there shall be available there a suitable room (upon the giving of not less than five days' prior notice or such shorter notice as may be agreed from time to time) for the holding of meetings of the Board but nothing in this Agreement shall be construed, or have effect as constituting the relationship of landlord and tenant between the Manager and the Company and the Company shall be a bare licensee of the Manager; (b) all financial, accountancy, secretarial, clerical and other administrative services of any kind necessary for the conduct of the affairs of the Company; (c) keeping on behalf of the Company such books, records and statements to give a complete record of all transactions carried out by the Company in relation to the investment, realisation and re-investment of the Portfolio and such other books, records and statements as may be required to give a complete record of all other transactions carried out by the Company and as will enable the Company to publish yearly and half-yearly the report and accounts of the Company as required by the regulations of The Stock Exchange; Page 59 of 198 Pages (d) acting as Secretary to the Company, attending all meetings of the Board and performing all the duties reasonably expected of a Company Secretary including liaison with The Stock Exchange, preparation and delivery of returns of The Registrar of Companies and the maintenance of all statutory books other than the register of members; (e) all necessary equipment and personnel with a proper and adequate standard of proficiency and experience to enable the Manager to carry out its functions under this Agreement; and (f) the Manager shall permit such of its employees (if any) as the Company may reasonably request to be Directors of the Company. 5. Ancillary Powers of Manager The Manager may on behalf of the Company in respect of Relevant Investments: (a) issue orders and instructions to the Company's bankers and custodians with respect to the disposition of securities and moneys of the Company provided always that any such disposition shall at all times be subject to and effected in accordance with the arrangements for the time being in force between the Company and its bankers and custodians; (b) exercise any voting rights attached to the securities included in the Investments in pursuance of the policy agreed and established by the Board from time to time; and (c) issue instructions to and consult the auditors and legal advisers of the Company regarding any matter or thing relating to Investments including (where the Board thinks fit) institution of legal proceedings. 6. Further obligations of the Manager (1) The Manager shall, and shall procure that its representatives, employees and delegates shall, obey and comply with all lawful orders and directions in relation to the Manager's obligations under this Agreement given to it or them from time to time by the Board and shall observe and comply with the Memorandum and Articles of Association of the Company as from time to time amended and with all resolutions of the Board or the Company of which they are informed. (2) In particular, all activities engaged in by the Manager or any representative, employee or delegate of the Manager on behalf of the Company shall at all times be subject to the overall control of and review by the Board and without limiting the generality of the foregoing the Board shall set out the investment policy of the Company specifying the manner in which it wishes the Manager to give effect to such policies. (3) The Board shall instruct the Manager as to the exercise of the voting rights attached to the securities in the Portfolio and may: Page 60 of 198 Pages (a) prohibit the Manager from investing for the account of the Company in any particular security or class of securities; (b) require the Manager to sell any security or class of securities or (subject to the availability of funds) to purchase any security or class of securities; and (c) withdraw any part of the assets of the Company from the management of the Manager (but without thereby reducing the fee payable to the Manager under this Agreement) for any reason whatsoever. 7. Custody (1) Unless it receives contrary instructions from the Company, the Manager shall make arrangements for the safekeeping of all cash, securities or other assets in the Portfolio for the account of the Company in accordance with this Clause 7 provided that the obligations of the Manager under this Clause 7 shall not apply in relation to any cash or other assets of the Company until the cash or assets concerned have been made available to the Manager following execution of this Agreement. Insofar as the Manager holds assets comprised in the Portfolio (or documents of title relating to such assets), it shall do so separately from its own assets and on trust for the Company. (2) The Manager shall arrange for (i) any uninvested cash to be held in the Company's name in one or more accounts with Bank of Scotland or other first class banks approved by the Company and (ii) all securities to be held in custody accounts in the Company's name at Bank of Scotland or other reputable custodians approved by the Company. (3) The Manager shall make arrangements for: (a) the collection of all income and principal with respect to the Portfolio and credit cash receipts to the bank accounts referred to above; (b) the exchange of securities where the exchange is purely ministerial (including the exchange of temporary securities for those in definitive form and the exchange of warrants for, or other documents of entitlement to securities for, the securities themselves); (c) the surrender of securities at maturity or when called for redemption against payment therefor. (4) The Manager shall notify any bank or custodian holding property comprised in the Portfolio that it is not the Manager's property. (5) The Manager shall have no right of lien or set-off or any right of retention with respect to any Investments held in the Portfolio. Page 61 of 198 Pages (6) All proxies or similar requests for consent and all notices (other than of a routine or immaterial nature) received by the manager relating to securities held in the Portfolio are to be forwarded to the Company or are to be dealt with in accordance with instructions given by the Company from time to time. 8. Management charge and expenses (1) The Company shall pay to the Manager in respect of each financial period of the Company a fee for its services the amount of which shall be equal to the difference between (a) 1% of Shareholders Funds (as defined in the Secondment Services Agreement in its original form) of the Company and its subsidiaries on the last day of the preceding financial period of the Company and (b) the amount of the Fee payable to GIM pursuant to Clause 5(1) of the Secondment Services Agreement in respect of that financial period provided that the amount of the fee payable to the Manager pursuant to this sub-clause in respect of any financial period of the Company shall not be less than (pound)75,000. (2) In addition, the Company shall pay to the Manager a transaction fee of(pound)200 per transaction effected for the Portfolio by the Manager, as evidenced by a contract note. (3) The Company shall bear the expenses of any kind incurred by or on behalf of the Manager in the carrying out of its duties and the provision of services and facilities hereunder, save for telex, telephone and other routine communication charges and the costs of providing normal office accommodation and secretarial and clerical staff for the normal performance of those duties. (4) The fee payable pursuant to sub-clause (1) of this Clause 8 shall be paid to the Manager by the Company (unless otherwise agreed) in quarterly instalments in arrears on 30th April, 31st July, 31st October and 31st January in each year (in this sub-clause referred to as "Payment Dates") but if the amount of the fee in respect of any financial period is not ascertained by 30th April in that financial period, the Company shall pay to the Manager (pound)18,750 on each of the Payment Dates and upon the amount of the fee being ascertained the Company shall pay any further amount due to the Manager in equal instalments on the Payment Dates provided that any instalment in respect of a Payment Date that has already passed shall be immediately payable to the Manager (and a pro rata fee shall be payable for any part of a quarter for which this Agreement is in force). (5) The Manager shall also be entitled to additional fees, calculated on a time basis, for services provided in connection with any transactions involving the Company and/or any of its subsidiaries outside the ordinary course of business including in particular any issue of shares, debentures or other securities or any reorganisation, redemption, consolidation, sub-division or other alteration of capital or any takeover, acquisition or disposal of or by the Company and/or any of its subsidiaries. (6) An amount equal to any amount payable to the Manager pursuant to this Clause shall be paid by the Company to the Manager promptly after delivery to the Company by the Manager of an invoice giving reasonable details in respect thereof. Notwithstanding the foregoing, the Manager shall be entitled, without delivery of an invoice as Page 62 of 198 Pages aforesaid, to charge any such amount to the Portfolio subject to notifying the Company in writing of the amount thereof promptly thereafter. 9. Subsidiaries If the Company has at any time one or more subsidiaries then, unless otherwise directed by the Board, the Manager shall in addition provide the same services to such subsidiaries as it provides hereunder to the Company. 10. Freedom to act The services of the Manager to the Company under this Agreement shall not be exclusive and the Manager shall be free to render similar services to others and nothing in this Agreement shall preclude the Manager from having dealings with or on behalf of the Company either on its own account or on account of its clients or others or make it accountable to the Company in respect of any product or commission from any such dealings. 11. Termination (1) If: (a) either party shall commit any substantial or continuing material breach of this Agreement and (where such breach is capable of remedy) fail to remedy such a breach within thirty days of being given written notice of it by the other party; or (b) either party shall have a receiver or administrator appointed over the whole or any party of their assets or a resolution is passed or an order made for the winding-up of such party other than as mentioned in sub-clause (2) below; the other party shall be entitled to terminate the appointment under this Agreement forthwith by giving written notice of termination to such party. (2) On termination of the appointment of the Manager, the Manager shall be entitled to receive all fees and other money accrued due up to the date of such termination but shall not be entitled to compensation in respect of termination (except where such appointment is terminated by the Manager in accordance with sub-clause (1)(a) of this Clause or by the Company in breach of Clause 2) and the Manager shall deliver to the Company or as it shall direct, all books of account, records, registers, correspondence, documents and assets belonging to the Company or any subsidiary in possession of or under the control of the Manager and take all necessary steps to vest in the Company any assets previously held in the name of or to the order of the Manager on behalf of the Company or any subsidiary. (3) The Manager shall also be entitled to terminate its appointment on giving four months' notice to the Company if either the Board fails to procure that Christopher Mills consults with the Manager in accordance with Clause 3(2) or if the Manager has Page 63 of 198 Pages objected to an investment proposed by Christopher Mills and has given notice to the Board under Clause 3(2), but the Board has approved the proposal. 12. Confidentiality and records (1) Neither party shall during the continuance of this Agreement or after its termination disclose to any person, firm or company whatsoever (except with the authority of the other party or unless ordered to do so by The Stock Exchange, the Panel on Takeovers and Mergers or by a regulatory body or court of competent jurisdiction) any information relating to the business, Portfolio, finances or other matters of a confidential nature of the other party of which it may in the course of its duties under this Agreement or otherwise become possessed and each party shall use all reasonable endeavours to prevent any such disclosure. (2) All books, statistical records, accounts, contract notes, correspondence and other documents relating to the business and affairs of the Company shall be the exclusive property of the Company and the Manager shall when reasonably requested produce the same to the Company or its employees, agents or auditors together with any information within the knowledge of the Manager in relation thereto. 13. Reports and valuations (1) The Manager shall provide the Company with regular monthly statements and valuations in respect of the Portfolio as at dates selected by the Company provided that the Company shall supply valuations to the Manager in respect of unlisted investments (not being Relevant Investments). The valuations provided by the manager shall be in accordance with procedures and on a basis reviewed by the Company's auditors and as required by law or the regulations of The Stock Exchange. The reference currency will be pounds sterling for such documents. (2) Statements of the contents of the Portfolio prepared in accordance with the IMRO Rules will be provided on a quarterly basis in respect of quarterly periods of account. 14. Notices Any notice to be given under this Agreement may be served personally or by post at the registered office of the party to be served and in the case of service of first class post shall be deemed duly served twenty-four hours after posting and proof of posting shall be proof of delivery. 15. Liability and Indemnity (1) Subject to the terms of this Agreement, the Manager shall be under no liability to the Company for any loss, costs or damages which may arise in connection with the conduct of its duties hereunder or the custody of the Investments or for any depreciation in the value of any Investments or their safe custody unless due to wilful default or negligence on its part. Page 64 of 198 Pages (2) The Company shall indemnify the Manager and keep it indemnified against any costs, claims, demands or proceedings made by any person and in any way arising from its appointment hereunder unless due to wilful default or negligence on its part. The Manager agrees promptly to inform the Company in writing of any event which comes to its notice as a result of which the Company might become liable to indemnify the Manager under this Clause. 16. Assignment Neither party hereto shall be entitled to assign or otherwise part with any interest in this Agreement unless the prior written consent of the other has been obtained except that, if either party transfers the whole or a substantial part of its undertaking and property to another company as part of a reconstruction or amalgamation, that party may by written notice to the other transfer all its rights and obligations under this Agreement to that other company. 17. Governing law This Agreement is governed by and shall be construed in accordance with the laws of England to the jurisdiction of whose Courts the parties irrevocably submit. IN WITNESS of which each of the parties has executed this Agreement on the date first mentioned on page 1. SIGNED by H. Gittes ) ) /s/ H. Gittes on behalf of CONSOLIDATED ) VENTURE TRUST PLC in the ) presence of: ) SINGED by R.C.O. Hellyer ) ) /s/ R.C.O. Hellyer on behalf of J O HAMBRO & ) PARTNERS LIMITED ) in the presence of: ) Page 65 of 198 Pages EX-99.(C) 4 INVESTMENT MANAGEMENT AGREEMENT EXHIBIT (c) CLIENT AGREEMENT SEAWAY LIMITED Page 66 of 198 Pages J O HAMBRO & PARTNERS LIMITED REGULATED BY IMRO IN THE CONDUCT OF INVESTMENT BUSINESS THIS INVESTMENT MANAGEMENT AGREEMENT IS MADE THE 29TH DAY OF FEB., 1996. BETWEEN: (1) J O HAMBRO & PARTNERS LIMITED ("JOHP") a member of the Investment Management Regulatory Organization Limited ("IMRO") and regulated in the conduct of investment business by it, whose registered office is at 10 Park Place, London SW1A 1LP; and (2) SEAWAY LIMITED (portfolio name) (hereafter known as the "Client") of ORBIS HOUSE, PO BOX 20, 20 NEW STREET, ST PETER PORT, GUERNSEY, CHANNEL ISLANDS (address) NOW IT IS HEREBY AGREED as follows: APPOINTMENT AND STATUS OF CLIENT 1. The Client, a Private Customer as defined in the Rules of IMRO, hereby appoints JOHP to act as discretionary investment manager, subject to the terms and conditions hereof, in relation to the Client's investments and cash which are from time to time placed under the management of JOHP (the "Portfolio") and JOHP hereby agrees to manage and administer the Portfolio. The appointment will commence on the date on which this Agreement is delivered to JOHP by the Client having been signed first by the Client then by JOHP. The assets comprising the Portfolio and their opening value are set out in Schedule 1. MANAGEMENT OF INVESTMENTS 2. JOHP shall have complete discretion, power and authority to manage the Portfolio and to make investments and changes in investments on the Client's behalf and as the Client's agent within the investment policy agreed between JOHP and the Client and set out in Part I of Schedule II. Such policy shall be subject to the guidelines and restrictions set out in Part II of Schedule II and to any guidelines, restrictions and instructions specified in writing from time to time by the Client or by the Client's duly authorized agent (written notice of whose authority shall have been received by JOHP). The Client's attention is specifically drawn to the warnings set out in Part III of Schedule II. Page 67 of 198 Pages 3. JOHP shall not be obliged to undertake the management of investments the management of which would in its opinion be onerous to it. DEALING TERMS 4. Subject as set out in paragraph 9, in effecting transactions for the Portfolio JOHP shall seek best execution at all times and may (subject to the investment policy set out in Part I of Schedule II) deal on such markets or exchanges and with such counterparties as it thinks fit. The Client agrees that all such transactions will be effected in accordance with the rules and regulations of the relevant market or exchange and that JOHP may take all such steps as may be required or permitted by such rules and regulations and/or by good market practice. 5. The Client's investments or documents of title or certificates evidencing title to investments or any other property belonging to the Client will not be lent by JOHP to a third party except as otherwise agreed between the Client and JOHP in writing. 6. JOHP may supplement the funds in the Portfolio by borrowing on the Client's behalf but only for the purpose of funding short-term deficiencies arising in the normal course of JOHP's duties hereunder to an extent which is not material in the context of the Portfolio taken as a whole. JOHP will not borrow money on the Client's behalf against the security of any of the Client's investments, documents of title or property. 7. JOHP may commit the Client to underwrite any issue or offer for sale of securities without the Client's prior written consent. 8. JOHP may act as principal in any transaction for the Client provided that JOHP shall secure for the Client best execution of such transaction. 9. Subject to the IMRO Rules, JOHP may, without prior reference to the Client, enter into a transaction on behalf of more than one client collectively. 10. JOHP has the right under this Agreement to effect transactions on the Client's behalf in investments the price of which may be being stabilised. The attention of the Client is referred to the statement contained in Schedule II relating to stabilisation. Signature of this Agreement by or on behalf of the Client shall act as acknowledgment by the Client of receipt of such statement prior to entry into this Agreement. CONFLICTS OF INTEREST 11. Subject to paragraphs 12 and 13, JOHP shall not undertake any transactions on the Client's behalf in which JOHP has directly or indirectly a material interest or have any relationship with another party which may involve a conflict with JOHP's duty to the Client unless that interest or relationship is disclosed in writing to the Client. 12. The Client's Portfolio may contain securities of which the issue or offer for sale is underwritten, managed or arranged by an Associate (as defined in the Rules of IMRO) of JOHP during the preceding twelve months. Page 68 of 198 Pages 13. The Client understands that JOHP's directors or staff may from time to time hold shares or securities including holdings that may be in the Portfolio, and that JOHP's directors or staff may from time to time be directors of companies whose shares are held in the Portfolio. 14. The Client acknowledges that JOHP may acquire or dispose of on the Client's behalf shares or units in any fund, company, trust or Collective Investment Scheme (as defined by the Rules of IMRO) under JOHP's management (or in a fund, company, trust or Collective Investment Scheme connected with JOHP) if JOHP considers such an investment to be appropriate for inclusion in or exclusion from the Portfolio. CUSTODIAL SERVICES 15. (a) Save where the Client has notified JOHP in accordance with paragraph 15(b), in those cases where the Client is situated in the United Kingdom registerable investments will be registered in the name of an Eligible Custodian (as defined in the Rules of IMRO) situated in the United Kingdom and nominated by JOHP. (b) In those cases where the Client is situated overseas or where the Client so requests by notice in writing to JOHP, registerable investments will be registered in the name of an Eligible Custodian situated outside the United Kingdom and nominated by JOHP. (c) All documents of title (including those in bearer form) will be retained in the custody of an Eligible Custodian nominated by JOHP and situated in the United Kingdom or overseas as applicable. (d) None of the Eligible Custodians as aforesaid shall be Associates of JOHP. However, the Client's registerable investments may at any time be registered in the name of a nominee company which is an Associate of JOHP and Client's documents of title may be held by that Associate at any time after JOHP shall have given the Client written notice of its intention to do so. Such notice shall specify the nature of its association with such Associate. ACCOUNTS, INTEREST AND DIVIDENDS 16. The following Client accounts, together with such others that may be required, will be maintained by JOHP. (1) INVESTMENT ACCOUNT The Client's investments will be held in this account. Subject to paragraphs 5 and 6, JOHP shall not lend the Client's investments to any third party and shall not borrow money on the Client's behalf against the security of the Client's investments. (2) CAPITAL ACCOUNT Page 69 of 198 Pages All uninvested cash will be held in this account by a bank chosen by JOHP. The account will be debited with the cost of purchases on the Client's behalf and with sums due and payable by the Client to JOHP and will be credited with the net proceeds of sales on the Client's behalf. Money drawn on behalf of the Client from the account shall not exceed the total of money held in the account on behalf of the Client at that time. Interest will be paid on sums standing to the credit of the account and held on the Client's behalf at the prevailing market rate. The interest will be paid quarterly and will be credited to the Income Account on the Client's behalf. (3) SETTLEMENT ACCOUNT Money debited to the Capital Account in respect of the cost of purchases made on the Client's behalf and money received and receivable upon settlement of each sale made on the Client's behalf will be credited to this account and held there until the relevant settlement date. (4) INCOME ACCOUNT Dividends and interest received on investments within the Portfolio will be credited to this account. Balances on the account will be paid away quarterly in accordance with the Client's instructions or, in the absence of such instructions, will be transferred quarterly to the Capital Account as soon as reasonably practicable after the last day of each such quarter being 5th April, 30th June, 5th October and 31st December in each year. Money drawn on behalf of the Client from the account shall not exceed the total of money held in the account on behalf of the Client at that time. Interest will not be paid on monies held in this account. (e) OFF-SHORE FUNDS In those cases where the Client is situated overseas or if the Client notifies JOHP in writing that the Client wishes cash in the Portfolio to be held outside the United Kingdom, JOHP will be (subject to applicable laws and regulations) hold such cash in a bank account outside the United Kingdom. 17. The Client may at any time instruct JOHP to realize any or all of the investments in the Portfolio and may withdraw any sum standing to the credit of the Capital Account and held on the Client's behalf. 18. JOHP shall maintain separate ledger accounts on the Client's behalf. All debits from and credits to the Investment Account and/or Capital Account and/or Income Account on the Client's behalf shall be recorded in the ledger accounts, and statements of account showing all transactions, payments and receipts up to and including 5th April of each year will be sent to the Client as soon as reasonably practicable after that date. COMMUNICATIONS Page 70 of 198 Pages 19. In the interests of proper administration of the Portfolio and for related investment purposes JOHP, its representatives or employees, may call upon the Client by telephone, visit or otherwise communicate orally with the Client without express invitation. The Client's attention is drawn to the fact that the Client will forfeit any right conferred by section 56 of the Financial Services Act 1986 to treat as unenforceable any investment agreement entered into in the course of or in consequence of such a call. ADMINISTRATION 20. Contract notes in respect of every purchase and sale on the Client's behalf will be sent to the Client before the close of business on the day next following the day on which the transaction was effected. 21. JOHP will on the Client's request forward details of all transactions on the Client's behalf to the Client's tax advisor without additional charge. 22. The Client may (upon giving reasonable notice) inspect all copy contract notes, vouchers and copies of entries in books or electronic recording media kept by JOHP or to which JOHP has access relating to the transactions effected by JOHP on the Client's behalf and those records will be maintained by JOHP or JOHP will ensure that they are maintained for not less than seven years from the date of the relevant transaction. 23. All documents will be sent to the Client at the address given above unless and until otherwise directed in writing. The Client agrees that it will immediately notify JOHP in writing of any change of address, and that JOHP will not be responsible for any consequences which may arise from failure to do so. REVIEWS AND VALUATIONS 24. JOHP will prepare reviews of the Portfolio incorporating an up-to-date valuation of each investment comprised in the Portfolio and a statement of the basis on which it was valued on a six monthly basis or at such other frequency as may be agreed between JOHP and the Client. Such reviews shall be prepared as at such half yearly or other dates as shall be agreed between JOHP and the client from time to time (each such date being referred to as a "Valuation Date"), and JOHP will send such reviews to the Client within twenty-five business days of each Valuation Date. 25. On each Valuation Date cash will be valued at its face value and each investment will be valued at its middle market price on the relevant stock exchange at the close of business on such day or (if not a business day) on the nearest prior business day as is supplied by "Exshare" or any other suitable information service chosen by JOHP (which figures shall be binding save for manifest error). For the purpose of valuing in sterling any foreign currency or any security listed on a foreign stock exchange the price of which is quoted in currency other than sterling, the valuation and middle market exchange rates supplied by "Exshare" or any other suitable information service chosen by JOHP shall be applied. In the absence of that valuation or exchange rate, the middle market price as determined by the Daily Official List of The Stock Exchange or the equivalent list for any relevant stock exchange will be applied. If none of the foregoing methods of valuation are available, the investments in question will be Page 71 of 198 Pages valued in such other manner (by JOHP or such other person selected by JOHP) as shall in JOHP's opinion be fair. 26. JOHP accepts no liability for any period longer than 25 business days between any Valuation Date and the despatch of a review to the Client of his Portfolio which has elapsed as result of any act or omission of any third party. VOTING AND OTHER RIGHTS 27. JOHP will be entitled at its discretion and without notice to the Client to procure or to refrain from procuring the exercise of voting and other rights and privileges attaching to the investments comprised in the Portfolio and to accede or refrain from acceding to any compromise or arrangement in relation to any scheme of arrangement or scheme for reconstruction or amalgamation involving any such investment. JOHP will not forward to the Client any circulars, notices or proxy cards received in respect of investments comprised in the Portfolio. FEES, COMMISSIONS AND EXPENSES 28. (a) The Client will pay a management fee to JOHP in respect of the period beginning with first receipt by JOHP of any investments or money from the Client and ending with a Valuation Date (as defined in paragraph 24) and each period thereafter starting with the day after any Valuation Date and ending on the next Valuation Date (or the Termination Date as defined in paragraph 39 if sooner). (b) The management fee shall be calculated in accordance with the `Scale Rates and Charges' set out in Schedule III. (c) The management fee shall be payable not later than 14 days after despatch to the Client of an invoice which shall be sent to the Client as soon as is reasonably practicable after each Valuation Date. Unless otherwise instructed the Client's Capital Account will be debited with the amounts due to JOHP on the l4th day after despatch of such invoice. (d) In addition the Client shall reimburse JOHP for any expenses or liabilities which it may incur in properly carrying out its duties hereunder. 29. The management fee shall be deemed to have accrued on a day-to-day basis, so that, if this Agreement commences or terminates other than on a Valuation Date (as defined in paragraph 24), the amount of the fee shall be duly apportioned. 30. Commissions (as set out in Schedule III) will be payable by the Client on purchases and sales of investments together with all expenses including stamp duties, stamp duty reserve tax and VAT thereon (if applicable). The Client recognizes that JOHP may gain a commission benefit from dealing in a bulk purchase or sale on behalf of JOHP's clients, one of whom may be the Client, or from return commissions which benefit JOHP shall be entitled to retain. JOHP will be free to accept and retain as an addition to its fees and commissions any other Page 72 of 198 Pages commissions which it receives in the course of its dealing on the Client's behalf: all such benefits and receipts shall supplement any other remuneration receivable by JOHP in connection with transactions effected by JOHP with or for the Client under this or any other agreement with the Client and the Client consents to all such benefits and receipts as are referred to above without prior disclosure of the same to the Client on a case-by-case basis provided that JOHP undertakes to secure for the Client best execution of all transactions affected with or through a party from whom JOHP receives such benefits and commissions, disregarding any benefit which the Client might obtain directly or indirectly as a result of such arrangements. 31. JOHP shall be entitled to alter the manner of computing or charging its fees, commissions and expenses or of paying interest on the money held on the Client's behalf in the Capital Account (including with prejudice to the generality of the foregoing its scale rates and charges) by giving one month's prior notice in writing to the Client. RESPONSIBILITY AND INSURANCE 32. JOHP will indemnify the Client in respect of any loss incurred as a result of negligence, wilful default or fraud by JOHP or any of its employees. Subject to the above, JOHP will not be responsible or liable for any claim, loss, damage, expense or costs arising by reason of any of the following: (1) any investment decision taken and acted upon in accordance with the terms of this Agreement; or (2) any delay or default in the performance of its obligations under this Agreement arising in consequence of any event or circumstance beyond the reasonable control of JOHP; or (3) any act or omission on the part of any of the banks or nominee companies controlled by them or other eligible custodians as referred to in paragraph 15 or any other person to which any of them shall have delegated its function or on the part of any other third party whatsoever; or (4) any consequential loss suffered in consequence of any act or omission of JOHP or any breach of JOHP of any term of this Agreement. 33. The Client agrees to indemnify and keep indemnified JOHP from and against all demands, claims, liabilities, losses, damages, costs and expenses whatsoever incurred by JOHP arising out of the breach by the Client of any warranty or by reason of any failure by the Client to comply with and/or perform any of the terms and conditions contained in this Agreement. 34. Where the Client is a joint account (whether or not a trust account) JOHP shall unless and until otherwise directed in writing by all the persons named in the joint account, be entitled to act on the instructions of any of them and shall not in any whatsoever be liable to the others for doing so. Page 73 of 198 Pages 35. JOHP has effected insurance to provide for the protection of the Client against losses arising from any negligence of JOHP or any dishonesty of employees of JOHP. 36. Under Section 54 of the Financial Services Act 1986 The Securities and Investments Board has established a scheme for compensating investors by which the Client may be entitled to compensation in the event of JOHP's inability to meet any liabilities to the Client. JOHP will make available to the Client upon request a statement describing the Client's rights to compensation under the scheme. DELEGATION AND USE OF AGENTS 37. JOHP may delegate any of its functions under this Agreement to an Associate and may provide information about the Client and the Portfolio to any such Associate but JOHP's liability to the Client for all matters so delegated shall not be affected thereby. JOHP shall give to the Client written notice of any delegation of a function which involves the exercise of its discretionary investment management powers. 38. JOHP may employ agents (including Associates) to perform any administrative, dealing, custodial and ancillary services required to enable JOHP to perform its services under this Agreement. JOHP undertakes to act in good faith and with due diligence in the choice and use of such agents. TERMINATION OF AGREEMENT 39. This Agreement may be terminated by either party by giving written notice of termination to the other at any time. Termination shall take effect on the day upon which the other party actually receives the notice (the "Termination Date") provided that, where the client is a joint account, notice of termination by JOHP shall be given to every person named in the joint account and in such circumstances the Termination Date shall be deemed to be the day after the date of posting by first class recorded delivery or other appropriate means to all persons named in the joint account. 40. Upon the Termination Date, JOHP will complete expeditiously all transactions in progress at termination but will not execute any further transactions for the Client. Upon all fees, commissions, expenses and other sums due to it and any other liabilities for which it may be or become liable in connection with the management of the Portfolio being settled or adequately secured to the satisfaction of JOHP, JOHP will ensure that all investments and cash balances held on the Client's behalf will, after any outstanding security registration, stock exchange settlements and other administrative matters have been completed and as soon as reasonably practicable, be transferred to the Client or dealt with in accordance with the Client's instructions, in all cases at the cost of the Client. 41. Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payment except that JOHP may charge the Client an amount equal to: Page 74 of 198 Pages (1) the relevant proportion of the management fee, corresponding to that part of the period ending on a Valuation Date by reference to which fees are payable, which has expired when this Agreement is terminated; (2) any additional expenses which JOHP necessarily incurs in terminating this Agreement; and (3) any losses necessarily realized in settling or concluding outstanding obligations. 42. The death, bankruptcy or other incapacity or, in the case of a body corporate, the cessation of business of the Client or a petition being presented or a meeting being convened to consider a resolution for the liquidation of the Client shall not of itself terminate JOHP's appointment; but JOHP may at its discretion treat its receipt of actual notice of any such events as if it were a written notice of termination from the Client. 43. If the Client is a joint account the Client's obligations under this Agreement shall be joint and several. On the death of any of the persons constituting the Client (being survived by any such other person), the Agreement shall not terminate and, except in the case of trustees, the interest of the deceased in the Portfolio shall automatically enure to the benefit of the survivor(s) unless otherwise specified by notice in writing to JOHP. CLIENT WARRANTIES 44. The Client warrants that the Client is the beneficial owner (or the duly authorized agent of the beneficial owner) of the whole of the Portfolio free from all liens, charges, encumbrances and restrictions on transfer except insofar as advised by the Client to JOHP, and will so remain during the currency of this Agreement. 45. The Client warrants that the Client is empowered to enter into this Agreement without the consent or authority of any other party and in the case of a Client being a body corporate the Client warrants that by entering into this Agreement it is not nor will it be in breach of its Memorandum or Articles of Association or any other relevant document. GENERAL 46. Terms and expressions defined in the rules of IMRO for the time being in force shall where the context so admits bear the same meaning in this Agreement. 47. The Clause headings in this Agreement are included for ease of reference only and shall not affect its interpretation. 48. The Schedules to this Agreement are an integral part of it. 49. If the Client is an individual this Agreement shall be binding on his legal personal representatives. 50. This Agreement is personal to the parties hereto and shall not be capable of assignment. Page 75 of 198 Pages 51. Subject to clause 31, no change, alteration or modification to this Agreement or the Schedules hereto shall be made unless in writing and signed by the parties hereto. 52. Notice required or authorized to be served hereunder must be addressed to the address of the recipient stated above or to such other address as may have been notified in writing by either party hereto to the other as its address for the service of notices. In the case of notice served by the Client from outside the United Kingdom and of notice served upon the Client at an address outside the United Kingdom, the notice shall be sufficiently served if served by pre-paid letter, cable or telex. In the case of notice service by the Client from within the United Kingdom and of notice served upon the Client at an address within the United Kingdom the notice shall be sufficiently served if served by pre-paid letter. 53. If the Client makes a complaint to JOHP verbally or in writing about any service JOHP has rendered to the Client under this Agreement the complaint shall immediately be referred to JOHP's Chief Executive or to a Senior Investment Manager who was not involved in the circumstances relating to the complaint and who will investigate such circumstances. Upon the conclusion of this investigation he shall make a written report to the Client and take any action he deems necessary to rectify the matter which is the subject of the complaint. The Client has the right to refer any complaint to IMRO if the Client is not satisfied with the action taken by the Chief Executive or Senior Investment Manager, and in any event has the right to make the complaint direct to IMRO or the Investment Ombudsman without prior reference to JOHP. 54. Each party to this Agreement shall respect and protect the confidentiality of information acquired in consequence of it and shall not disclose such information to any third party save in the course of giving effect to this Agreement or as may be required by law, or where requested by regulatory authorities, or to their professional advisors where reasonably necessary for the performance of their professional services. 55. This Agreement is subject to English law and the parties hereto hereby submit to the jurisdiction of the English Courts in respect of it. Page 76 of 198 Pages SCHEDULE I THE PORTFOLIO Valuation and composition of Portfolio (see attached letter/opening valuation - where applicable) SCHEDULE II INVESTMENT POLICY, GUIDELINES AND RESTRICTIONS PART I - Investment Policy including basis of measurement of performance The investment objectives are to maintain a maximum total return commensurate with safety and the protection of the underlying value of the capital of the fund. The performance will be measured against the F.T. All Share Index, any other appropriate Index or measure of performance agreed upon by JOHP and the Client. PART II - Guidelines and Restrictions 1. There will be no restrictions placed on the types of investment in which the money comprised in the Portfolio will be invested provided that the services to be provided by JOHP will not include advising on or effecting Contingent Liability Transactions, nor will they, without the express authority of the Client, relate to options, futures or contracts for differences (or to any right or interest in such investments). 2. The contents of the Portfolio may be invested in any market save for the following: There shall be no restriction on the amount of monies or proportion of the Portfolio invested in any one investment or type of investment permitted hereunder provided that, subject to the provisions relating to overdraft contained in paragraph 6 of this Agreement, under no circumstances will JOHP make investments on behalf of the Client to a value in excess of the aggregate of the value of the funds and securities held by JOHP on behalf of the Client in the accounts referred to in paragraph 16 of this Agreement. Page 77 of 198 Pages PART III - Risk Warnings and Risk Disclosure Statement Investments Denominated in Foreign Currencies If a liability of the Client in one currency is to be matched by an asset in a different currency, or if JOHP provides services under this Agreement relating to an investment denominated in a foreign currency, a movement in exchange rates may have an effect which may be either favorable or unfavorable on the investment, which effect may be separate from the gain or loss otherwise experienced on such investment. Investments not readily realisable Certain categories of investments comprised in the Portfolio may not be readily realisable. You should be aware that there can be no certainty that market makers or brokers will be prepared to deal in such investments and that proper information for determining their current value may not be available. Warrants A warrant is a right to subscribe for shares, debentures, loan stock or government securities, and is exercisable against the original issuer of the securities. Warrants often involve a high degree of gearing so that a relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavorable as well as favorable, in the price of the warrant. The prices of warrants can therefore be volatile. Stabilisation This statement is made in compliance with Rule 14 of Chapter IV of the rules of IMRO. "We or our representatives may from time to time effect on your behalf or recommend to you transactions in securities which are the subject of a recent new issue where the price of those transactions may have been influenced by bids made or transactions effected for the purpose of stabilising the price of those securities. You should read the explanation below carefully. Its purpose is to enable you to judge whether you wish your funds to be invested at all in such securities, or, if so, whether you wish to authorize us generally to effect transactions in such securities on your behalf without further reference to you or whether you wish to be consulted before any particular transaction is effected on your behalf. Stabilisation is a process whereby the market price of a security is pegged or fixed during the period in which a new issue of securities is sold to the public. Stabilisation may take place in the new issue or in other securities related to the new issue in such a way that the price of the other securities may affect the price of the new issue or vice versa. The reason stabilisation is permitted is that when a new issue is brought to market the sudden glut will sometimes force the price lower for a period of time before buyers are found for the securities on offer. Page 78 of 198 Pages As long as he obeys a strict set of rules the "stabilising manager", normally the issuing house chiefly responsible for bringing a new issue to market, is entitled to buy securities in the market that he has previously sold to investors or allotted to institutions who were included in the new issue but who have decided not to continue participating. The effect of this may be to keep the price at a higher level than would otherwise be the case during the period of stabilising. The rules limit the period in which he may stabilise, fix the price at which he may stabilize (in the case of shares and warrants but not bonds), and require him to disclose that he may be (but not that he is) stabilising. The fact that a new issue or a related security is being stabilized does not in itself mean that investors are not interested in the issue, but neither should the existence of transactions in an issue where stabilising may take place be relied upon as an indication that investors are interested in the new issue or interested in purchasing at the price at which transactions are taking place". Page 79 of 198 Pages SCHEDULE III Scale Rates and Charges MANAGEMENT FEES To be levied six monthly DISCRETIONARY PORTFOLIO SERVICE 1% per annum on portfolios of up to (pound)2,500,000 Large Portfolios (Over (pound)2,500,000) - by negotiation COMMISSION RATES EQUITIES GILTS/FIXED INTEREST 1.25% on transactions up to(pound)10,000 0.5% on transactions up to(pound) 10,000 10,000 0.50% thereafter 0.25% on the next(pound)40,000 0.125% thereafter (Minimum commissions (pound)30 per contract) All transactions are subject to a handling charge of (pound)12.50 per transaction in the case of UK registered securities ((pound)20 for non-UK registered securities) VALUE ADDED TAX This will be charged on the fees shown above at the appropriate rates where applicable Page 80 of 198 Pages FOR J O HAMBRO & PARTNERS LIMITED 20/1/96 Date /s/ Christopher Mills - --------------------------------- ------------------------------------ FOR THE CLIENT* For and on behalf of SEAWAY LIMITED 29th Feb., 1996 Date /s/ A.J. Kanoo - -------------------------------- ------------------------------------- Director /s/ - -------------------------------- ------------------------------------- Regulus Limited Secretary - ---------------------------- *The Client should sign here as follows. [Seal of SEAWAY LIMITED] AN INDIVIDUAL OR INDIVIDUALS The Individual should sign his/her usual signature and insert the date. Where the Client is a joint account all persons named in the joint account should sign. A COMPANY. The Company's duly authorized signature should sign and insert the date. Please let JOHP have a certified true copy of a Board resolution confirming the appointment of JOHP as investment manager and authorizing the signature of the Agreement. Please provide an up-to-date copy of the Memorandum and Articles of Association and the Certificate of Incorporation which will be returned. A TRUST OR PENSION FUND. All the trustees should sign and insert the date. Please let JOHP have a copy of the Trust Deed. A PARTNERSHIP. All the partners should sign and insert the date. Page 81 of 198 Pages EX-99.(D) 5 INVESTMENT MANAGEMENT AGREEMENT EXHIBIT (d) CLIENT AGREEMENT PEAK INVESTMENTS Page 82 of 198 Pages JO HAMBRO & PARTNERS LIMITED REGULATED BY IMRO IN THE CONDUCT OF INVESTMENT BUSINESS THIS INVESTMENT MANAGEMENT AGREEMENT IS MADE THE DAY OF 19 BETWEEN: (1) JO HAMBRO & PARTNERS LIMITED ("JOHP") a member of the Investment Management Regulatory Organization Limited ("IMRO") and regulated in the conduct of investment business by it, whose registered office is at 10 Park Place, London SW1A 1LP; and (2) Peak Investments (portfolio name) -------------------------------------------------- (hereafter known as the "Client") of 3 Chester Street, London SWIX 7BB ------------------------------------------------ ------------------------------------------------ (address) NOW IT IS HEREBY AGREED as follows: APPOINTMENT AND STATUS OF CLIENT 1. The Client, a Private Customer as defined in the Rules of IMRO, hereby appoints JOHP to act as discretionary investment manager, subject to the terms and conditions hereof, in relation to the Client's investments and cash which are from time to time placed under the management of JOHP (the "Portfolio") and JOHP hereby agrees to manage and administer the Portfolio. The appointment will commence on the date on which this Agreement is delivered to JOHP by the Client having been signed first by the Client then by JOHP. The assets comprising the Portfolio and their opening value are set out in Schedule 1. MANAGEMENT OF INVESTMENTS 2. JOHP shall have complete discretion, power and authority to manage the Portfolio and to make investments and changes in investments on the Client's behalf and as the Client's agent within the investment policy agreed between JOHP and the Client and set out in Part 1 of Schedule II. Such policy shall be subject to the guidelines and restrictions set out in Part II of Schedule II and to any guidelines, restrictions and instructions specified in writing from time to time by the Client or by the Client's duly authorized agent (written notice of whose authority shall have been received by JOHP). The Client's attention is specifically drawn to the warnings set out in Part III of Schedule II. Page 83 of 198 Pages 3. JOHP shall not be obliged to undertake the management of investments the management of which would in its opinion be onerous to it. DEALING TERMS 4. Subject as set out in paragraph 9, in effecting transactions for the Portfolio JOHP shall seek best execution at all times and may (subject to the investment policy set out in Part I of Schedule II) deal on such markets or exchanges and with such counterparties as it thinks fit. The Client agrees that all such transactions will be effected in accordance with the rules and regulations of the relevant market or exchange and that JOHP may take all such steps as may be required or permitted by such rules and regulations and/or by good market practice. 5. The Client's investments or documents of title or certificates evidencing title to investments or any other property belonging to the Client will not be lent by JOHP to a third party except as otherwise agreed between the Client and JOHP in writing. 6. JOHP may supplement the funds in the Portfolio by borrowing on the Client's behalf but only for the purpose of funding short-term deficiencies arising in the normal course of JOHP's duties hereunder to an extent which is not material in the context of the Portfolio taken as a whole. JOHP will not borrow money on the Client's behalf against the security of any of the Client's investments, documents of title or property. 7. JOHP may commit the Client to underwrite any issue or offer for sale of securities without the Client's prior written consent. 8. JOHP may act as principal in any transaction for the Client provided that JOHP shall secure for the Client best execution of such transaction. 9. Subject to the IMRO Rules, JOHP may, without prior reference to the Client, enter into a transaction on behalf of more than one client collectively. 10. JOHP has the right under this Agreement to effect transactions on the Client's behalf in investments the price of which may be being stabilized. The attention of the Client is referred to the statement contained in Schedule II relating to stabilization. Signature of this Agreement by or on behalf of the Client shall act as acknowledgment by the Client of receipt of such statement prior to entry into this Agreement. CONFLICTS OF INTEREST 11. Subject to paragraphs 12 and 13, JOHP shall not undertake any transactions on the Client's behalf in which JOHP has directly or indirectly a material interest or have any relationship with another party which may involve a conflict with JOHP's duty to the Client unless that interest or relationship is disclosed in writing to the Client. 12. The Client's Portfolio may contain securities of which the issue or offer for sale is underwritten, managed or arranged by an Associate (as defined in the Rules of IMRO) of JOHP during the preceding twelve months. Page 84 of 198 Pages 13. The Client understands that JOHP's directors or staff may from time to time hold shares or securities including holdings that may be in the Portfolio, and that JOHP's directors or staff may from time to time be directors of companies whose shares are held in the Portfolio. 14. The Client acknowledges that JOHP may acquire or dispose of on the Client's behalf shares or units in any fund, company, trust or Collective Investment Scheme (as defined by the Rules of IMRO) under JOHP's management (or in a fund, company, trust or Collective Investment Scheme connected with JOHP) if JOHP considers such an investment to be appropriate for inclusion in or exclusion from the Portfolio. CUSTODIAL SERVICES 15. (a) Save where the Client has notified JOHP in accordance with paragraph 15(b), in those cases where the Client is situated in the United Kingdom registerable investments will be registered in the name of an Eligible Custodian (as defined in the Rules of IMRO) situated in the United Kingdom and nominated by JOHP. (b) In those cases where the Client is situated overseas or where the Client so requests by notice in writing to JOHP, registerable investments will be registered in the name of an Eligible Custodian situated outside the United Kingdom and nominated by JOHP. (c) All documents of title (including those in bearer form) will be retained in the custody of an Eligible Custodian nominated by JOHP and situated in the United Kingdom or overseas as applicable. (d) None of the Eligible Custodians as aforesaid shall be Associates of JOHP. However, the Client's registerable investments may at any time be registered in the name of a nominee company which is an Associate of JOHP and Client's documents of title may be held by that Associate at any time after JOHP shall have given the Client written notice of its intention to do so. Such notice shall specify the nature of its association with such Associate. ACCOUNTS, INTEREST AND DIVIDENDS 16. The following Client accounts, together with such others that may be required, will be maintained by JOHP. (A) INVESTMENT ACCOUNT The Client's investments will be held in this account. Subject to paragraphs 5 and 6, JOHP shall not lend the Client's investments to any third party and shall not borrow money on the Client's behalf against the security of the Client's investments. (B) CAPITAL ACCOUNT Page 85 of 198 Pages All uninvested cash will be held in this account by a bank chosen by JOHP. The account will be debited with the cost of purchases on the Client's behalf and with sums due and payable by the Client to JOHP and will be credited with the net proceeds of sales on the Client's behalf. Money drawn on behalf of the Client from the account shall not exceed the total of money held in the account on behalf of the Client at that time. Interest will be paid on sums standing to the credit of the account and held on the Client's behalf at the prevailing market rate. The interest will be paid quarterly and will be credited to the Income Account on the Client's behalf. (C) SETTLEMENT ACCOUNT Money debited to the Capital Account in respect of the cost of purchases made on the Client's behalf and money received and receivable upon settlement of each sale made on the Client's behalf will be credited to this account and held there until the relevant settlement date. (D) INCOME ACCOUNT Dividends and interest received on investments within the Portfolio will be credited to this account. Balances on the account will be paid away quarterly in accordance with the Client's instructions or, in the absence of such instructions, will be transferred quarterly to the Capital Account as soon as reasonably practicable after the last day of each such quarter being 5th April, 30th June, 5th October and 31st December in each year. Money drawn on behalf of the Client from the account shall not exceed the total of money held in the account on behalf of the Client at that time. Interest will not be paid on monies held in this account. (d) OFF-SHORE FUNDS In those cases where the Client is situated overseas or if the Client notifies JOHP in writing that the Client wishes cash in the Portfolio to be held outside the United Kingdom, JOHP will be (subject to applicable laws and regulations) hold such cash in a bank account outside the United Kingdom 17. The Client may at any time instruct JOHP to realise any or all of the investments in the Portfolio and may withdraw any sum standing to the credit of the Capital Account and held on the Client's behalf. 18. JOHP shall maintain separate ledger accounts on the Client's behalf. All debits from and credits to the Investment Account and/or Capital Account and/or Income Account on the Client's behalf shall be recorded in the ledger accounts, and statements of account showing all transactions, payments and receipts up to and including 5th April of each year will be sent to the Client as soon as reasonably practicable after that date. COMMUNICATIONS Page 86 of 198 Pages 19. In the interests of proper administration of the Portfolio and for related investment purposes JOHP, its representatives or employees, may call upon the Client by telephone, visit or otherwise communicate orally with the Client without express invitation. The Client's attention is drawn to the fact that the Client will forfeit any right conferred by section 56 of the Financial Services Act 1986 to treat as unenforceable any investment agreement entered into in the course of or in consequence of such a call. ADMINISTRATION 20. Contract notes in respect of every purchase and sale on the Client's behalf will be sent to the Client before the close of business on the day next following the day on which the transaction was effected. 21. JOHP will on the Client's request forward details of all transactions on the Client's behalf to the Client's tax advisor without additional charge. 22. The Client may (upon giving reasonable notice) inspect all copy contract notes, vouchers and copies of entries in books or electronic recording media kept by JOHP or to which JOHP has access relating to the transactions effected by JOHP on the Client's behalf and those records will be maintained by JOHP or JOHP will ensure that they are maintained for not less than seven years from the date of the relevant transaction. 23. All documents will be sent to the Client at the address given above unless and until otherwise directed in writing. The Client agrees that it will immediately notify JOHP in writing of any changes of address, and that JOHP will not be responsible for any consequences which may arise from failure to do so. REVIEWS AND VALUATIONS 24. JOHP will prepare reviews of the Portfolio incorporating an up-to-date valuation of each investment comprised in the Portfolio and a statement of the basis on which it was valued on a six monthly basis or at such other frequency as may be agreed between JOHP and the Client. Such reviews shall be prepared as at such half yearly or other dates as shall be agreed between JOHP and the Client from time to time (each such date being referred to as a "Valuation Date"), and JOHP will send such reviews to the Client within twenty-five business days of each Valuation Date. 25. On each Valuation Date cash will be valued at its face value and each investment will be valued at its middle market price on the relevant stock exchange at the close of business on such day or (if not a business day) on the nearest prior business day as is supplied by "Exshare" or any other suitable information service chosen by JOHP (which figures shall be binding save for manifest error). For the purpose of valuing in sterling any foreign currency or any security listed on a foreign stock exchange the price of which is quoted in currency other than sterling, the valuation and middle market exchange rates supplied by "Exshare" or any other suitable information service chosen by JOHP shall be applied. In the absence of that valuation or exchange rate, the middle market price as determined by the Daily Official List of The Stock Page 87 of 198 Pages Exchange or the equivalent list for any relevant stock exchange will be applied. If none of the foregoing methods of valuation are available, the investments in question will be valued in such other manner (by JOHP or such other person selected by JOHP) as shall in JOHP's opinion be fair. 26. JOHP accepts no liability for any period longer than 25 business days between any Valuation Date and the despatch of a review to the Client of his Portfolio which has elapsed as a result of any act or omission of any third party. VOTING AND OTHER RIGHTS 27. JOHP will be entitled at its discretion and without notice to the Client to procure or to refrain from procuring the exercise of voting and other rights and privileges attaching to the investments comprised in the Portfolio and to accede or refrain from acceding to any compromise or arrangement in relation to any scheme of arrangement or scheme for reconstruction or amalgamation involving any such investment. JOHP will not forward to the Client any circulars, notices or proxy cards received in respect of investments comprised in the Portfolio. FEES, COMMISSIONS AND EXPENSES 28. (a) The Client will pay a management fee to JOHP in respect of the period beginning with first receipt by JOHP of any investments or money from the Client and ending with a Valuation Date (as defined in paragraph 24) and each period thereafter starting with the day after any Valuation Date and ending on the next Valuation Date (or the Termination Date as defined in paragraph 39 if sooner). (b) The management fee shall be calculated in accordance with the 'Scale Rates and Charges' set out in Schedule III. (c) The management fee shall be payable not later than 14 days after despatch to the Client of an invoice which shall be sent to the Client as soon as is reasonably practicable after each Valuation Date. Unless otherwise instructed the Client's Capital Account will be debited with the amounts due to JOHP on the 14th day after despatch of such invoice. (d) In addition the Client shall reimburse JOHP for any expenses or liabilities which it may incur in properly carrying out its duties hereunder. 29. The management fee shall be deemed to have accrued on a day-to-day basis, so that, if this Agreement commences or terminates other than on a Valuation Date (as defined in paragraph 24), the amount of the fee shall be duly apportioned. 30. Commissions (as set out in Schedule III) will be payable by the Client on purchases and sales of investments together with all expenses including stamp duties, stamp duty reserve tax and VAT thereon (if applicable). The Client recognises that JOHP may gain a commission benefit from dealing in a bulk purchase or sale on behalf of JOHP's Page 88 of 198 Pages clients, one of whom may be the Client, or from return commissions which benefit JOHP shall be entitled to retain. JOHP will be free to accept and retain as an addition to its fees and commissions any other commissions which it receives in the course of its dealing on the Client's behalf: all such benefits and receipts shall supplement any other remuneration receivable by JOHP in connection with transactions effected by JOHP with or for the Client under this or any other agreement with the Client and the Client consents to all such benefits and receipts as are referred to above without prior disclosure of the same to the Client on a case-by-case basis provided that JOHP undertakes to secure for the Client best execution of all transactions effected with or through a party from whom JOHP receives such benefits and commissions, disregarding any benefit which the Client might obtain directly or indirectly as a result of such arrangements. 31. JOHP shall be entitled to alter the manner of computing or charging its fees, commissions and expenses or of paying interest on the money held on the Client's behalf in the Capital Account (including with prejudice to the generality of the foregoing its scale rates and charges) by giving one month's prior notice in writing to the Client. RESPONSIBILITY AND INSURANCE 32. JOHP will indemnify the Client in respect of any loss incurred as a result of negligence, wilful default or fraud by JOHP or any of its employees. Subject to the above, JOHP will not be responsible or liable for any claim, loss, damage, expense or costs arising by reason of any of the following: (a) any investment decision taken and acted upon in accordance with the terms of this Agreement; or (b) any delay or default in the performance of its obligations under this Agreement arising in consequence of any event or circumstance beyond the reasonable control of JOHP; or (c) any act or omission on the part of any of the banks or nominee companies controlled by them or other eligible custodians as referred to in paragraph 15 or any other person to which any of them shall have delegated its function or on the part of any other third party whatsoever; or (d) any consequential loss suffered in consequence of any act or omission of JOHP or any breach of JOHP of any term of this Agreement. 33. The Client agrees to indemnify and keep indemnified JOHP from and against all demands, claims, liabilities, losses, damages, costs and expenses whatsoever incurred by JOHP arising out of the breach by the Client of any warranty or by reason of any failure by the Client to comply with and/or perform any of the terms and conditions contained in this Agreement. Page 89 of 198 Pages 34. Where the Client is a joint account (whether or not a trust account) JOHP shall unless and until otherwise directed in writing by all the persons named in the joint account, be entitled to act on the instructions of any of them and shall not in any whatsoever be liable to the others for doing so. 35. JOHP has effected insurance to provide for the protection of the Client against losses arising from any negligence of JOHP or any dishonesty of employees of JOHP. 36. Under Section 54 of the Financial Services Act 1986 The Securities and Investments Board has established a scheme for compensating investors by which the Client may be entitled to compensation in the event of JOHP's inability to meet any liabilities to the Client. JOHP will make available to the Client upon request a statement describing the Client's rights to compensation under the scheme. DELEGATION AND USE OF AGENTS 37. JOHP may delegate any of its functions under this Agreement to an Associate and may provide information about the Client and the Portfolio to any such Associate but JOHP's liability to the Client for all matters so delegated shall not be affected thereby. JOHP shall give to the Client written notice of any delegation of a function which involves the exercise of its discretionary investment management powers. 38. JOHP may employ agents (including Associates) to perform any administrative, dealing, custodial and ancillary services required to enable JOHP to perform its services under this Agreement. JOHP undertakes to act in good faith and with due diligence in the choice and use of such agents. TERMINATION OF AGREEMENT 39. This Agreement may be terminated by either party by giving written notice of termination to the other at any time. Termination shall take effect on the day upon which the other party actually receives the notice (the "Termination Date") provided that, where the Client is a joint account, notice of termination by JOHP shall be given to every person named in the joint account and in such circumstances the Termination Date shall be deemed to be the day after the date of posting by first class recorded delivery or other appropriate means to all persons named in the joint account. 40. Upon the Termination Date, JOHP will complete expeditiously all transactions in progress at termination but will not execute any further transactions for the Client. Upon all fees, commissions, expenses and other sums due to it and any other liabilities for which it may be or become liable in connection with the management of the Portfolio being settled or adequately secured to the satisfaction of JOHP, JOHP will ensure that all investments and cash balances held on the Client's behalf will, after any outstanding security registration, stock exchange settlements and other administrative matters have been completed and as soon as reasonably practicable, be transferred to the Client or dealt with in accordance with the Client's instructions, in all cases at the cost of the Client. Page 90 of 198 Pages 41. Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payment except that JOHP may charge the Client an amount equal to: (a) the relevant proportion of the management fee, corresponding to that part of the period ending on a Valuation Date by reference to which fees are payable, which has expired when this Agreement is terminated; (b) any additional expenses which JOHP necessarily incurs in terminating this Agreement; and (c) any losses necessarily realised in settling or concluding outstanding obligations. 42. The death, bankruptcy or other incapacity or, in the case of a body corporate, the cessation of business of the Client or a petition being presented or a meeting being convened to consider a resolution for the liquidation of the Client shall not of itself terminate JOHP's appointment; but JOHP may at its discretion treat its receipt of actual notice of any such events as if it were a written notice of termination from the Client. 43. If the Client is a joint account the Client's obligations under this Agreement shall be joint and several. On the death of any of the persons constituting the Client (being survived by any such other person), the Agreement shall not terminate and, except in the case of trustees, the interest of the deceased in the Portfolio shall automatically enure to the benefit of the survivor(s) unless otherwise specified by notice in writing to JOHP. CLIENT WARRANTIES 44. The Client warrants that the Client is the beneficial owner (or the duly authorised agent of the beneficial owner) of the whole of the Portfolio free from all liens, charges, encumbrances and restrictions on transfer except insofar as advised by the Client to JOHP, and will so remain during the currency of this Agreement. 45. The Client warrants that the Client is empowered to enter into this Agreement without the consent or authority of any other party and in the case of a Client being a body corporate the Client warrants that by entering into this Agreement it is not nor will it be in breach of its Memorandum or Articles of Association or any other relevant document. GENERAL 46. Terms and expressions defined in the rules of IMRO for the time being in force shall where the context so admits bear the same meaning in this Agreement. 47. The Clause headings in this Agreement are included for ease of reference only and shall not affect its interpretation. 48. The Schedules to this Agreement are an integral part of it. Page 91 of 198 Pages 49. If the Client is an individual this Agreement shall be binding on his legal personal representatives. 50. This Agreement is personal to the parties hereto and shall not be capable of assignment. 51. Subject to clause 31, no change, alteration or modification to this Agreement or the Schedules hereto shall be made unless in writing and signed by the parties hereto. 52. Notice required or authorised to be served hereunder must be addressed to the address of the recipient stated above or to such other address as may have been notified in writing by either party hereto to the other as its address for the service of notices. In the case of notice served by the Client from outside the United Kingdom and of notice served upon the Client at an address outside the United Kingdom, the notice shall be sufficiently served if served by pre-paid letter, cable or telex. In the case of notice served by the Client from within the United Kingdom and of notice served upon the Client at an address within the United Kingdom the notice shall be sufficiently served if served by pre-paid letter. 53. If the Client makes a complaint to JOHP verbally or in writing about any service JOHP has rendered to the Client under this Agreement the complaint shall immediately be referred to JOHP's Chief Executive or to a Senior Investment Manager who was not involved in the circumstances relating to the complaint and who will investigate such circumstances. Upon the conclusion of his investigation he shall make a written report to the Client and take any action he deems necessary to rectify the matter which is the subject of the complaint. The Client has the right to refer any complaint to IMRO if the Client is not satisfied with the action taken by the Chief Executive or Senior Investment Manager, and in any event has the right to make the complaint direct to IMRO or the Investment Ombudsman without prior reference to JOHP. 54. Each party to this Agreement shall respect and protect the confidentiality of information acquired in consequence of it and shall not disclose such information to any third party save in the course of giving effect to this Agreement or as may be required by law, or where requested by regulatory authorities, or to their professional advisors where reasonably necessary for the performance of their professional services. 55. This Agreement is subject to English law and the parties hereto hereby submit to the jurisdiction of the English Courts in respect of it. Page 92 of 198 Pages SCHEDULE I THE PORTFOLIO Valuation and composition of Portfolio (see attached letter/opening valuation - where applicable) SCHEDULE II INVESTMENT POLICY, GUIDELINES AND RESTRICTIONS PART I - Investment Policy including basis of measurement of performance The investment objectives are to maintain a maximum total return commensurate with safety and the protection of the underlying value of the capital of the fund. The performance will be measured against the F.T. All Share Index, any other appropriate Index or measure of performance agreed upon by JOHP and the Client. PART II - Guidelines and Restrictions 1. There will be no restrictions placed on the types of investment in which the money comprised in the Portfolio will be invested provided that the services to be provided by JOHP will not include advising on or effecting Contingent Liability Transactions, nor will they, without the express prior authority of the Client, relate to options, futures or contracts for differences (or to any right or interest in such investments). 2. The contents of the Portfolio may be invested in any market save for the following. There shall be no restriction on the amount of monies or proportion of the Portfolio invested in any one investment or type of investment permitted hereunder provided that, subject to the provisions relating to overdraft contained in paragraph 6 of this Agreement, under no circumstances will JOHP make investments on behalf of the Client to a value in excess of the aggregate of the value of the funds and securities held by JOHP on behalf of the Client in the accounts referred to in paragraph 16 of this Agreement. PART III - Risk Warnings and Risk Disclosure Statement Page 93 of 198 Pages Investments Denominated in Foreign Currencies If a liability of the Client in one currency is to be matched by an asset in a different currency, or if JOHP provides services under this Agreement relating to an investment denominated in a foreign currency, a movement in exchange rates may have an effect which may be either favourable or unfavourable on the investment, which effect may be separate from the gain or loss otherwise experienced on such investment. Investments not readily realisable Certain categories of investments comprised in the Portfolio may not be readily realisable. You should be aware that there can be no certainty that market makers or brokers will be prepared to deal in such investments and that proper information for determining their current value may not be available. Warrants A warrant is a right to subscribe for shares, debentures, loan stock or government securities, and is exercisable against the original issuer of the securities. Warrants often involve a high degree of gearing so that a relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavourable as well as favourable, in the price of the warrant. The prices of warrants can therefore be volatile. Stabilisation This statement is made in compliance with Rule 14 of Chapter IV of the rules of IMRO. "We or our representatives may from time to time effect on your behalf or recommend to you transactions in securities which are the subject of a recent new issue where the price of those transactions may have been influenced by bids made or transactions effected for the purpose of stabilising the price of those securities. You should read the explanation below carefully. Its purpose is to enable you to judge whether you wish your funds to be invested at all in such securities or, if so, whether you wish to authorise us generally to effect transactions in such securities on your behalf without further reference to you or whether you wish to be consulted before any particular transaction is effected on your behalf. Stabilisation is a process whereby the market price of a security is pegged or fixed during the period in which a new issue of securities is sold to the public. Stabilisation may take place in the new issue or in other securities related to the new issue in such a way that the price of the other securities may affect the price of the new issue or vice versa. The reason stabilisation is permitted is that when a new issue is brought to market the sudden glut will sometimes force the price lower for a period of time before buyers are found for the securities on offer. As long as he obeys a strict set of rules the "stabilising manager", normally the issuing house chiefly responsible for bringing a new issue to market, is entitled to buy securities in the market that he has previously sold to investors or allotted to institutions who were included in Page 94 of 198 Pages the new issue but who have decided not to continue participating. The effect of this may be to keep the price at a higher level than would otherwise be the case during the period of stabilising. The rules limit the period in which he may stabilise, fix the price at which he may stabilise (in the case of shares and warrants but not bonds), and require him to disclose that he may be (but not that he is) stabilising. The fact that a new issue or a related security is being stabilised does not in itself mean that investors are not interested in the issue, but neither should the existence of transactions in an issue where stabilising may take place be relied upon as an indication that investors are interested in the new issue or interested in purchasing at the price at which transactions are taking place". Page 95 of 198 Pages SCHEDULE III Scale Rates and Charges MANAGEMENT FEES To be levied six monthly DISCRETIONARY PORTFOLIO SERVICE 1% per annum on portfolios of up to (pound)2,500,000 Large Portfolios (Over (pound)2,500,000) - by negotiation COMMISSION RATES EQUITIES GILTS/FIXED INTEREST 1.25% on transactions up to(pound) 0.5% on transactions up to(pound) 10,000 10,000 0.50% thereafter 0.25% on the next(pound)40,000 0.125% thereafter (Minimum commissions (pound)30 per contract) All transactions are subject to a handling charge of (pound)12.50 per transaction in the case of UK registered securities ((pound)20 for non-UK registered securities) VALUE ADDED TAX This will be charged on the fees shown above at the appropriate rate where applicable Page 96 of 198 Pages FOR JO HAMBRO & PARTNERS LIMITED 23rd Jan. 1996 /s/ J.D. Hambro ----------------------------------- FOR THE CLIENT* 25 Jan. 1996 Date - ------------------------------------------ ----------------------------------- /s/Barbara Thomas - ------------------------------------------ /s/Allen Thomas - ------------------------------------------ *The Client should sign here as follows. AN INDIVIDUAL OR INDIVIDUALS. The individual should sign his/her usual signature and insert the date. Where the Client is a joint account all persons named in the joint account should sign. A COMPANY. The Company's duly authorised signatory should sign and insert the date. Please let JOHP have a certified true copy of a Board resolution confirming the appointment of JOHP as investment manager and authorising the signature of the Agreement. Please provide an up-to-date copy of the Memorandum and Articles of Association and the Certificate of Incorporation which will be returned. A TRUST OF PENSION FUND. All the trustees should sign and insert the date. Please let JOHP have a copy of the Trust Deed. A PARTNERSHIP. All the partners should sign and insert the date. Page 97 of 198 Pages EX-99.(E) 6 INVESTMENT MANAGEMENT AGREEMENT EXHIBIT (e) CLIENT AGREEMENT LORD STEVENS OF LUDGATE PENSION FUND Page 98 of 198 Pages J O HAMBRO & PARTNERS LIMITED REGULATED BY IMRO IN THE CONDUCT OF INVESTMENT BUSINESS THIS INVESTMENT MANAGEMENT AGREEMENT IS MADE THE DAY OF 19 BETWEEN: (1) J O HAMBRO & PARTNERS LIMITED ("JOHP") a member of the Investment Management Regulatory Organisation Limited ("IMRO") and regulated in the conduct of investment business by it, whose registered office is at 10 Park Place, London SW1A, 1LP; and (2) Lord Stevens of Ludgate Pension Scheme (portfolio name) ------------------------------------------------------- (hereafter known as the "Client") of c/o Provident Life Association Ltd., Provident Way, Basingstoke, Hamps RG21 2SZ (address) NOW IT IS HEREBY AGREED as follows: APPOINTMENT AND STATUS OF CLIENT 1. The Client, a Private Customer as defined in the Rules of IMRO, hereby appoints JOHP to act as discretionary investment manager, subject to the terms and conditions hereof, in relation to the Client's investments and cash which are from time to time placed under the management of JOHP (the "Portfolio") and JOHP hereby agrees to manage and administer the Portfolio. The appointment will commence on the date on which this Agreement is delivered to JOHP by the Client having been signed first by the Client then by JOHP. The assets comprising the Portfolio and their opening value are set out in Schedule 1. MANAGEMENT OF INVESTMENTS 2. JOHP shall have complete discretion, power and authority to manage the Portfolio and to make investments and changes in investments on the Client's behalf and as the Client's agent within the investment policy agreed between JOHP and the Client and set out in Part I of Schedule II. Such policy shall be subject to the guidelines and restrictions set out in Part II of Schedule II and to any guidelines, restrictions and instructions specified in writing from time to time by the Client or by the Client's duly authorised agent (written notice of whose authority shall have been received by JOHP.) The Client's attention is specifically drawn to the warnings set out in Part III of Schedule II. Page 99 of 198 Pages 3. JOHP shall not be obliged to undertake the management of investments the management of which would in its opinion be onerous to it. DEALING TERMS 4. Subject as set out in paragraph 9, in effecting transactions for the Portfolio JOHP shall seek best execution at all times and may (subject to the investment policy set out in Part I of Schedule II) deal on such markets or exchanges and with such counterparties as it thinks fit. The Client agrees that all such transactions will be effected in accordance with the rules and regulations of the relevant market or exchange and that JOHP may take all such steps as may be required or permitted by such rules and regulations and/or by good market practice. 5. The Client's investments or documents of title or certificates evidencing title to investments or any other property belonging to the Client will not be lent by JOHP to a third party except as otherwise agreed between the Client and JOHP in writing. 6. JOHP may supplement the funds in the Portfolio by borrowing on the Client's behalf but only for the purpose of funding short-term deficiencies arising in the normal course of JOHP's duties hereunder to an extent which is not material in the context of the Portfolio taken as a whole. JOHP will not borrow money on the Client's behalf against the security of any of the Client's investments, documents of title or property. 7. JOHP may commit the Client to underwrite any issue or offer for sale of securities without the Client's prior written consent. 8. JOHP may act as principal in any transaction for the Client provided that JOHP shall secure for the Client best execution of such transaction. 9. Subject to the IMRO Rules, JOHP may, without prior reference to the Client, enter into a transaction on behalf of more than one client collectively. 10. JOHP has the right under this Agreement to effect transactions on the Client's behalf in investments the price of which may be being stabilised. The attention of the Client is referred to the statement contained in Schedule II relating to stabilisation. Signature of this Agreement by or on behalf of the Client shall act as acknowledgment by the Client of receipt of such statement prior to entry into this Agreement. CONFLICTS OF INTEREST 11. Subject to paragraphs 12 and 13, JOHP shall not undertake any transactions on the Client's behalf in which JOHP has directly or indirectly a material interest or have any relationship with another party which may involve a conflict with JOHP's duty to the Client unless that interest or relationship is disclosed in writing to the Client. 12. The Client's Portfolio may contain securities of which the issue or offer for sale is underwritten, managed or arranged by an Associate (as defined in the Rules of IMRO) of JOHP during the preceding twelve months. Page 100 of 198 Pages 13. The Client understands that JOHP's directors or staff may from time to time hold shares or securities including holdings that may be in the Portfolio, and that JOHP's directors or staff may from time to time be directors of companies whose shares are held in the Portfolio. 14. The Client acknowledges that JOHP may acquire or dispose of on the Client's behalf shares or units in any fund, company, trust or Collective Investment Scheme (as defined by the Rules of IMRO) under JOHP's management (or in a fund, company, trust or Collective Investment Scheme connected with JOHP) if JOHP considers such an investment to be appropriate for inclusion in or exclusion from the Portfolio. CUSTODIAL SERVICES 15. (a) Save where the Client has notified JOHP in accordance with paragraph 15(b), in those cases where the Client is situated in the United Kingdom registerable investments will be registered in the name of an Eligible Custodian (as defined in the Rules of IMRO) situated in the United Kingdom and nominated by JOHP. (b) In those cases where the Client is situated overseas or where the Client so requests by notice in writing to JOHP, registerable investments will be registered in the name of an Eligible Custodian situated outside the United Kingdom and nominated by JOHP. (c) All documents of title (including those in bearer form) will be retained in the custody of an Eligible Custodian nominated by JOHP and situated in the United Kingdom or overseas as applicable. (d) None of the Eligible Custodians as aforesaid shall be Associates of JOHP. However, the Client's registerable investments may at any time be registered in the name of a nominee company which is an Associate of JOHP and Client's documents of title may be held by that Associate at any time after JOHP shall have given the Client written notice of its intention to do so. Such notice shall specify the nature of its association with such Associate. ACCOUNTS, INTEREST AND DIVIDENDS 16. The following Client accounts, together with such others that may be required, will be maintained by JOHP. (a) INVESTMENT ACCOUNT The Client's investments will be held in this account. Subject to paragraphs 5 and 6, JOHP shall not lend the Client's investments to any third party and shall not borrow money on the Client's behalf against the security of the Client's investments. (b) CAPITAL ACCOUNT Page 101 of 198 Pages All uninvested cash will be held in this account by a bank chosen by JOHP. The account will be debited with the cost of purchases on the Client's behalf and with sums due and payable by the Client to JOHP and will be credited with the net proceeds of sales on the Client's behalf. Money drawn on behalf of the Client from the account shall not exceed the total of money held in the account on behalf of the Client at that time. Interest will be paid on sums standing to the credit of the account and held on the Client's behalf at the prevailing market rate. The interest will be paid quarterly and will be credited to the Income Account on the Client's behalf. (c) SETTLEMENT ACCOUNT Money debited to the Capital Account in respect of the cost of purchases made on the Client's behalf and money received and receivable upon settlement of each sale made on the Client's behalf will be credited to this account and held there until the relevant settlement date. (d) INCOME ACCOUNT Dividends and interest received on investments within the Portfolio will be credited to this account. Balances on the account will be paid away quarterly in accordance with the Client's instructions or, in the absence of such instructions, will be transferred quarterly to the Capital Account as soon as reasonably practicable after the last day of each such quarter being 5th April, 30th June, 5th October and 31st December in each year. Money drawn on behalf of the Client from the account shall not exceed the total of money held in the account on behalf of the Client at that time. Interest will not be paid on monies held in this account. (d) OFF-SHORE FUNDS In those cases where the Client is situated overseas or if the Client notifies JOHP in writing that the Client wishes cash in the Portfolio to be held outside the United Kingdom, JOHP will be (subject to applicable laws and regulations) hold such cash in a bank account outside the United Kingdom. 17. The Client may at any time instruct JOHP to realize any or all of the investments in the Portfolio and may withdraw any sum standing to the credit of the Capital Account and held on the Client's behalf. 18. JOHP shall maintain separate ledger accounts on the Client's behalf. All debits from and credits to the Investment Account and/or Capital Account and/or Income Account on the Client's behalf shall be recorded in the ledger accounts, and statements of account showing all transactions, payments and receipts up to and including 5th April of each year will be sent to the Client as soon as reasonably practicable after that date. COMMUNICATIONS Page 102 of 198 Pages 19. In the interests of proper administration of the Portfolio and for related investment purposes JOHP, its representatives or employees, may call upon the Client by telephone, visit or otherwise communicate orally with the Client without express invitation. The Client's attention is drawn to the fact that the Client will forfeit any right conferred by section 56 of the Financial Services Act 1986 to treat as unenforceable any investment agreement entered into in the course of or in consequence of such a call. ADMINISTRATION 20. Contract notes in respect of every purchase and sale on the Client's behalf will be sent to the Client before the close of business on the day next following the day on which the transaction was effected. 21. JOHP will on the Client's request forward details of all transactions on the Client's behalf to the Client's tax advisor without additional charge. 22. The Client may (upon giving reasonable notice) inspect all copy contract notes, vouchers and copies of entries in books or electronic recording media kept by JOHP or to which JOHP has access relating to the transactions effected by JOHP on the Client's behalf and those records will be maintained by JOHP or JOHP will ensure that they are maintained for not less than seven years from the date of the relevant transaction. 23. All documents will be sent to the Client at the address given above unless and until otherwise directed in writing. The Client agrees that it will immediately notify JOHP in writing of any changes of address, and that JOHP will not be responsible for any consequences which may arise from failure to do so. REVIEWS AND VALUATIONS 24. JOHP will prepare reviews of the Portfolio incorporating an up-to-date valuation of each investment comprised in the Portfolio and a statement of the basis on which it was valued on a six monthly basis or at such other frequency as may be agreed between JOHP and the Client. Such reviews shall be prepared as at such half yearly or other dates as shall be agreed between JOHP and the Client from time to time (each such date being referred to as a "Valuation Date"), and JOHP will send such reviews to the Client within twenty-five business days of each Valuation Date 25. On each Valuation Date cash will be valued at its face value and each investment will be valued at its middle market price on the relevant stock exchange at the close of business on such day or (if not a business day) on the nearest prior business day as is supplied by "Exshare" or any other suitable information service chosen by JOHP (which figures shall be binding save for manifest error). For the purpose of valuing in sterling any foreign currency or any security listed on a foreign stock exchange the price of which is quoted in currency other than sterling, the valuation and middle market exchange rates supplied by "Exshare" or any other suitable information service chosen by JOHP shall be applied. In the absence of that valuation or exchange rate, the middle market price as determined by the Daily Official List of The Stock Page 103 of 198 Pages Exchange or the equivalent list for any relevant stock exchange will be applied. If none of the foregoing methods of valuation are available, the investments in question will be valued in such other manner (by JOHP or such other person selected by JOHP) as shall in JOHP's opinion be fair. 26. JOHP accepts no liability for any period longer than 25 business days between any Valuation Date and the despatch of a review to the Client of his Portfolio which has elapsed as result of any act or omission of any third party. VOTING AND OTHER RIGHTS 27. JOHP will be entitled at its discretion and without notice to the Client to procure or to refrain from procuring the exercise of voting and other rights and privileges attaching to the investments comprised in the Portfolio and to accede or refrain from acceding to any compromise or arrangement in relation to any scheme of arrangement or scheme for reconstruction or amalgamation involving any such investment. JOHP will not forward to the Client any circulars, notices or proxy cards received in respect to investments comprised in the Portfolio. FEES, COMMISSIONS AND EXPENSES 28. (a) The Client will pay a management fee to JOHP in respect of the period beginning with first receipt by JOHP of any investments or money from the Client and ending with a Valuation Date (as defined in paragraph 24) and each period thereafter starting with the day after any Valuation Date and ending on the next Valuation Date (or the Termination Date as defined in paragraph 39 if sooner). (b) The management fee shall be calculated in accordance with the 'Scale Rates and Charges' set out in Schedule III. (c) The management fee shall be payable not later than 14 days after despatch to the Client of an invoice which shall be sent to the Client as soon as is reasonably practicable after each Valuation Date. Unless otherwise instructed the Client's Capital Account will be debited with the amounts due to JOHP on the 14th day after despatch of such invoice. (d) In addition the Client shall reimburse JOHP for any expenses or liabilities which it may incur in properly carrying out its duties hereunder. 29. The management fee shall be deemed to have accrued on a day-to-day basis, so that, if this Agreement commences or terminates other than on a Valuation Date (as defined in paragraph 24), the amount of the fee shall be duly apportioned. 30. Commissions (as set out in Schedule III) will be payable by the Client on purchases and sales of investments together will all expenses including stamp duties, stamp duty reserve tax and VAT thereon (if applicable). The Client recognizes that JOHP may gain a commission benefit from dealing in a bulk purchase or sale on behalf of JOHP's Page 104 of 198 Pages clients, one of whom may be the Client, or from return commissions which benefit JOHP shall be entitled to retain. JOHP will be free to accept and retain as an addition to its fees and commissions any other commissions which it receives in the course of its dealing on the Client's behalf: all such benefits and receipts shall supplement any other remuneration receivable by JOHP in connection with transactions effected by JOHP with or for the Client under this or any other agreement with the Client and the Client consents to all such benefits and receipts as are referred to above without prior disclosure of the same to the Client on a case-by-case basis provided that JOHP undertakes to secure for the Client best execution of all transactions effected with or through a party from whom JOHP receives such benefits and commissions, disregarding any benefit which the Client might obtain directly or indirectly as a result of such arrangements. 31. JOHP shall be entitled to alter the manner of computing or charging its fees, commissions and expenses or of paying interest on the money held on the Client's behalf in the Capital Account (including with prejudice to the generality of the foregoing its scale rates and charges) by giving one month's prior notice in writing to the Client. RESPONSIBILITY AND INSURANCE 32. JOHP will indemnify the Client in respect of any loss incurred as a result of negligence, wilful default or fraud by JOHP or any of its employees. Subject to the above, JOHP will not be responsible or liable for any claim, loss, damage, expense or costs arising by reason of any of the following: (a) any investment decision taken and acted upon in accordance with the terms of this Agreement; or (b) any delay or default in the performance of its obligations under this Agreement arising in consequence of any event or circumstance beyond the reasonable control of JOHP; or (c) any act or omission on the part of any of the banks or nominee companies controlled by them or other eligible custodians as referred to in paragraph 15 or any other person to which any of them shall have delegated its function or on the part of any other third party whatsoever; or (d) any consequential loss suffered in consequence of any act or omission of JOHP or any breach of JOHP of any term of this Agreement. 33. The Client agrees to indemnify and keep indemnified JOHP from and against all demands, claims, liabilities, losses, damages, costs and expenses whatsoever incurred by JOHP arising out of the breach by the Client of any warranty or by reason of any failure by the Client to comply with and/or perform any of the terms and conditions in this Agreement. Page 105 of 198 Pages 34. Where the Client is a joint account (whether or not a trust account) JOHP shall unless and until otherwise directed in writing by all the persons named in the joint account, be entitled to act on the instructions of any of them and shall not in any whatsoever be liable to the others for doing so. 35. JOHP has effected insurance to provide for the protection of the Client against losses arising from any negligence of JOHP or any dishonesty of employees of JOHP. 36. Under Section 54 of the Financial Services Act 1986 The Securities and Investments Board has established a scheme for compensating investors by which the Client may be entitled to compensation in the event of JOHP's inability to meet any liabilities to the Client. JOHP will make available to the Client upon request a statement describing the Client's rights to compensation under the scheme. DELEGATION AND USE OF AGENTS 37. JOHP my delegate any of its functions under this Agreement to an Associate and may provide information about the Client and the Portfolio to any such Associate but JOHP's liability to the Client for all matters so delegated shall not be affected thereby. JOHP shall give to the Client written notice of any delegation of a function which involves the exercise of its discretionary investment management powers. 38. JOHP may employ agents (including Associates) to perform any administrative, dealing, custodial and ancillary services required to enable JOHP to perform its services under this Agreement. JOHP undertakes to act in good faith and with due diligence in the choice and use of such agents. TERMINATION OF AGREEMENT 39. This Agreement may be terminated by either party by giving written notice of termination to the other at any time. Termination shall take effect on the day upon which the other party actually receives the notice (the "Termination Date") provided that, where the Client is a joint account, notice of termination by JOHP shall be given to every person named in the joint account and in such circumstances the Termination Date shall be deemed to be the day after the date of posting by first class recorded delivery or other appropriate means to all persons named in the joint account. 40. Upon the Termination Date, JOHP will complete expeditiously all transactions in progress at termination but will not execute any further transactions for the Client. Upon all fees, commissions, expenses and other sums due to it and any other liabilities for which it may be or become liable in connection with the management of the Portfolio being settled or adequately secured to the satisfaction of JOHP, JOHP will ensure that all investments and cash balances held on the Client's behalf will, after any outstanding security registration, stock exchange settlements and other administrative matters have been completed and as soon as reasonably practicable, be transferred to the Client or dealt with in accordance with the Client's instructions, in all cases at the cost of the Client. Page 106 of 198 Pages 41. Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payment except that JOHP may charge the Client an amount equal to: (a) the relevant proportion of the management fee, corresponding to that part of the period ending on a Valuation Date by reference to which fees are payable, which has expired when this Agreement is terminated; (b) any additional expenses which JOHP necessarily incurs in terminating this Agreement; and (c) any losses necessarily realized in settling or concluding outstanding obligations. 42. The death, bankruptcy or other incapacity or, in the case of a body corporate, the cessation of business of the Client or a petition being presented or a meeting being convened to consider a resolution for the liquidation of the Client shall not of itself terminate JOHP's appointment; but JOHP may at its discretion treat its receipt of actual notice of any such events as if it were a written notice of termination from the Client. 43. If the Client is a joint account the Client's obligations under this Agreement shall be joint and several. On the death of any of the persons constituting the Client (being survived by any such other person), the Agreement shall not terminate and, except in the case of trustees, the interest of the deceased in the Portfolio shall automatically enure to the benefit of the survivor(s) unless otherwise specified by notice in writing to JOHP. CLIENT WARRANTIES 44. The Client warrants that the Client is the beneficial owner (or the duly authorized agent of the beneficial owner) of the whole of the Portfolio free from all liens, charges, encumbrances and restrictions on transfer except insofar as advised by the Client to JOHP, and will so remain during the currency of this Agreement. 45. The Client warrants that the Client is empowered to enter into this Agreement without the consent or authority of any other party and in the case of a Client being a body corporate the Client warrants that by entering into this Agreement it is not nor will it be in breach of its Memorandum or Articles of Association or any other relevant document. GENERAL 46. Terms and expressions defined in the rules of IMRO for the time being in force shall where the context so admits bear the same meaning in this Agreement. 47. The Clause headings in this Agreement are included for ease of reference only and shall not affect its interpretation. 48. The Schedules to this Agreement are an integral part of it. Page 107 of 198 Pages 49. If the Client is an individual this Agreement shall be binding on his legal personal representatives. 50. This Agreement is personal to the parties hereto and shall not be capable of assignment. 51. Subject to clause 31, no change, alteration or modification to this Agreement or the Schedules hereto shall be made unless in writing and signed by the parties hereto. 52. Notice required or authorised to be served hereunder must be addressed to the address of the recipient stated above or to such other address as may have been notified in writing by either party hereto to the other as its address for the service of notices. In the case of notice served by the client from outside the United Kingdom and of notice served upon the Client at an address outside the United Kingdom, the notice shall be sufficiently served if served by pre-paid letter, cable or telex. In the case of notice served by the Client from within the United Kingdom and of notice served upon the Client at an address within the United Kingdom the notice shall be sufficiently served if served by pre-paid letter. 53. If the client makes a complaint to JOHP verbally or in writing about any service JOHP has rendered to the Client under this Agreement the complaint shall immediately be referred to JOHP's Chief Executive or to a Senior Investment Manager who was not involved in the circumstances relating to the complaint and who will investigate such circumstances. Upon the conclusion of his investigation he shall make a written report to the Client and take any action he deems necessary to rectify the matter which is the subject of the complaint. The Client has the right to refer any complaint to IMRO if the Client is not satisfied with the action taken by the Chief Executive or Senior Investment Manager, and in any event has the right to make the complaint direct to IMRO or the Investment Ombudsman without prior reference to JOHP. 54. Each party to this Agreement shall respect and protect the confidentiality of information acquired in consequence of it and shall not disclose such information to any third party save in the course of giving effect to this Agreement or as may be required by law, or where requested by regulatory authorities, or to their professional advisors where reasonably necessary for the performance of their professional services. 55. This Agreement is subject to English law and the parties hereto hereby submit to the jurisdiction of the English Courts in respect of it. Page 108 of 198 Pages SCHEDULE I THE PORTFOLIO Valuation and composition of Portfolio (see attached letter/opening valuation - where applicable) SCHEDULE II INVESTMENT POLICY, GUIDELINES AND RESTRICTIONS PART I - Investment Policy including basis of measurement of performance The investment objectives are to maintain a maximum total return commensurate with safety and the protection of the underlying value of the capital of the fund. The performance will be measured against the F.T. All Share Index, any other appropriate Index or measure of performance agreed upon by JOHP and the Client. PART II - Guidelines and Restrictions 1. There will be no restrictions placed on the types of investment in which the money comprised in the Portfolio will be invested provided that the services to be provided by JOHP will not include advising on or effecting Contingent Liability Transactions, nor will they, without the express prior authority of the Client, relate to options, futures or contracts for differences (or to any right or interest in such investments). 2. The contents of the Portfolio may be invested in any market save for the following. There shall be no restriction on the amount of monies or proportion of the Portfolio invested in any one investment or type of investment permitted hereunder provided that, subject to the provisions relating to overdraft contained in paragraph 6 of this Agreement, under no circumstances will JOHP make investment on behalf of the Client to a value in excess of the aggregate of the value of the funds and securities held by JOHP on behalf of the Client in the accounts referred to in paragraph 16 of this Agreement. PART III - Risk Warnings and Risk Disclosure Statement Investments denominated in foreign Currencies If a liability of the Client in one currency is to be matched by an asset in a different currency, or if JOHP provides services under this Agreement relating to any investment denominated in a foreign currency, a movement in exchange rates may have an effect which may be either favorable or unfavorable on the investment, which effect may be separate from the gain or loss otherwise experienced on such investment. Page 109 of 198 Pages Investments not readily realisable Certain categories of investments comprised in the Portfolio may not be readily realisable. You should be aware that there can be no certainty that market makers or brokers will be prepared to deal in such investments and that proper information for determining their current value may not be available. Warrants A warrant is a right to subscribe for shares, debentures, loan stock or government securities, and is exercisable against the original issuer of the securities. Warrants often involve a high degree of gearing so that a relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavorable as well as favorable, in the price of the warrant. The prices of warrants can therefore be volatile. Stabilisation This statement is made in compliance with Rule 14 of Chapter IV of the rules of IMRO. "We or our representatives may from time to time effect on your behalf or recommend to you transactions in securities which are the subject of a recent new issue where the price of those transactions may have been influenced by bids made or transactions effected for the purpose of stabilising the price of those securities. You should read the explanation below carefully. Its purpose is to enable you to judge whether you wish your funds to be invested at all in such securities or, if so, whether you wish to authorize us generally to effect transaction in such securities on your behalf without further reference to you or whether you wish to be consulted before any particular transaction in effected on your behalf. Stabilisation is a process whereby the market price of a security is pegged or fixed during the period in which a new issue of securities is sold to the public. Stabilisation may take place in the new issue or in other securities related to the new issue in such a way that the price of the other securities may affect the price of the new issue or vice versa. The reason stabilisation is permitted is that when a new issue is brought to market the sudden glut will sometimes force the price lower for a period of time before buyers are found for the securities on offer. As long as he obeys a strict set of rules the "stabilising manager", normal the issuing house chiefly responsible for bringing a new issue to market, is entitled to buy securities in the market that he has previously sold to investors or allotted to institutions who were included in the new issue but who have decided not to continue participating. The effect of this may be to keep the price at a higher level than would otherwise be the case during the period of stabilising. The rules limit the period in which he may stabilise, fix the price at which he may stabilize (in the case of shares and warrants but not bonds), and require him to disclose that he may be (but not that he is) stabilising. Page 110 of 198 Pages The fact that a new issue or a related security is being stabilised does not in itself mean that investors are not interested in the issue, but neither should the existence of transactions in an issue where stabilising may take place be relied upon as an indication that investors are interest in the new issue or interested in purchasing at the price at which transactions are taking place". SCHEDULE III Scale Rates and Charges MANAGEMENT FEES To be levied six monthly DISCRETIONARY PORTFOLIO SERVICE 1% per annum on portfolios of up to (pound)2,500,000 Large Portfolios (Over (pound)2,500,000) - by negotiation COMMISSION RATES EQUITIES GILTS/FIXED INTEREST 1.25% on transactions up to 0.5% on transactions up to (pound)10,000 (pound)10,000 0.50% thereafter 0.25% on the next(pound)40,000 0.125% thereafter (Minimum commissions (pound)30 per contract) All transactions are subject to a handling charge of (pound)12.50 per transaction in the case of UK registered securities ((pound)20 for non-UK registered securities) VALUE ADDED TAX This will be charged on the fees shown above at the appropriate rate where applicable Page 111 of 198 Pages FOR J O HAMBRO & PARTNERS LIMITED 23rd Jan. 1996 Date /s/ J.D. Hambro - ------------------------------------- ----------------------------- FOR THE CLIENT* 9/2/96 Date - ------------------------------------- ----------------------------- /s/ - ------------------------------------- /s/ - ------------------------------------- *The Client should sign here as follows. AN INDIVIDUAL OR INDIVIDUALS. The individual should sign his/her usual signature and insert the date. Where the Client is a joint account all persons named in the joint account should sign. A COMPANY. The Company's duly authorised signatory should sign and insert the date. Please let JOHP have a certified true copy of a Board resolution confirming the appointment of JOHP as investment manager and authorizing the signature of the Agreement. Pleas provide an up-to-date copy of the Memorandum and Articles of Association and the Certificate of Incorporation which will be returned. A TRUST OR PENSION FUND. All the trustees should sign and insert the date. Please let JOHP have a copy of the Trust Deed. A PARTNERSHIP. All the partners should sign and insert the date. Page 112 of 198 Pages EX-99.(F) 7 INVESTMENT MANAGEMENT AGREEMENT EXHIBIT (f) INVESTMENT MANAGEMENT AGREEMENT CONSULTA LIMITED Page 113 of 198 Pages [J O Hambro & Partners Letterhead] Our ref: LAK/19064 Consulta (Channel Islands) Limited P.O. Box 208 Bermuda House St. Julian's Avenue St. Peter Port Guernsey Channel Islands 16th February, 1995 Dear Sirs, Appointment as Investment Adviser - --------------------------------- You, the directors of Consulta (Channel Islands) Limited (the "Manager") wish to appoint us, J O Hambro & Partners Limited, as your investment adviser for Oryx International Growth Fund Limited (the "Fund") and we are willing to act as an investment adviser to the Fund and you on the terms set out below. Terms used and defined in the placing memorandum dated 16th February 1995 (the "Placing Memorandum") will have the same meanings in this letter. You will have overall responsibility for the investment of the Fund subject to the overall investment policy agreed by the directors of the Fund and any instructions given by them from time to time. Our role will be to provide the Fund and you with specialist investment advice, research and assistance principally on the United Kingdom and European markets (though not excluding limited investments in other parts of the world) and medium and small companies trading on those markets (in particular, those which are under-valued and have strong growth potential) and to make investment recommendations and to give general advice whenever called upon so to do in relation to the development and regulation of the investment policy of the Fund. In addition, we will be expected to: (i) advise the Fund and you concerning the action which it appears to us that the Fund should take in order to carry into effect its investment policy and objectives; (ii) keep under surveillance and review and generally analyze the performance of the Fund's investments; (iii) give all such assistance to the Administrator as the Administrator may reasonably require for the purpose of making valuations of the Fund's investments in Page 114 of 198 Pages accordance with the Articles of Association of the Fund and Placing Memorandum as you and the Fund may from time to time reasonable require; and (iv) prepare such material on the economy, industry, securities markets and medium and smaller companies of the United Kingdom, Europe and, in limited circumstances, other areas of the world as the directors of the Fund may request whenever they reasonably require such material. Our services hereunder are not to be deemed exclusive and we shall be free to render similar services to others so long as our services hereunder are not impaired thereby. However, in providing such services we will at all times comply with the terms of the Placing Memorandum, in particular the sections headed "Conflicts of Interest" on page 13 and the descriptions of our appointment and this agreement. In consideration for the services to be provided by us hereunder, we are to receive an annual fee from you at the rate of 1.25 per cent. on the first (pound)15,000,000 and 1 per cent. of any excess, in each case of the Net Asset Value of the Fund (as defined in the Articles of Association of the Fund). Such fee shall accrue daily, shall be calculated by reference to the Net Asset Value of the Fund on the last Business Day of each month and shall be paid monthly in arrears to such bank account as we notify you for the purpose. We will also be reimbursed for our reasonable out-of-pocket expenses incurred in attending meetings of the directors of the Fund where required by the directors and in traveling in connection with our role as investment adviser and the provision of services hereunder, but all our other expenses will be borne by us. Our appointment shall become effective upon the allotment of the Shares and the delivery of the Warrants and Convertible Stock of the Fund pursuant to the proposed placing of the Units in the Fund by S.G. Warburg Securities Ltd and shall be for an initial term of two years. The appointment shall continue and remain in full force and effect thereafter unless and until terminated by either of us giving the other not less than twelve months' written notice of termination or on the insolvency of either of us or in the event of a material breach of the provisions hereof which breach continues for 30 days after receipt of notice to remedy it. However, you will have the right to give four months' notice of termination of our appointment (a) if Christopher Mills dies or leaves our employment of (b) if, for whatever reason, either Christopher Mills does not provide investment advice to the Fund or we do not provide the services outlined in this appointment letter for a period of more than 21 days without your prior written consent. We will, however, have the opportunity to suggest an alternative investment adviser if Christopher Mills dies or leaves our employment and you will put the alternative to the directors of the Fund for their consideration within seven days of the receipt by you of the name we suggest provided that the alternative suggestion is made within three months of you giving us notice of termination of our appointment. Any notice required to be given hereunder may be served by being left at or sent by recorded delivery to the registered office for the time being of the party on which it is served and any notice given by post shall be deemed to be have been served at the expiration of 72 hours after it is posted, and in proving such service it will be sufficient to prove that the envelope containing the notice was properly addressed and sent by recorded delivery. Page 115 of 198 Pages We acknowledge that we will not have any authority to enter into a transaction for the purchase or sale of any investment by the Fund without the prior consent of the directors of the Fund or a duly authorized committee thereof if the consideration is in excess of (pound)100,000 or, (in the case of a purchase), the investment is intended to be held for more than five years. Such consent shall not, however, be required where the investment concerned involves either an increase or decrease in the level of an investment in the securities of any particular issuer already held in the Fund's portfolio. This letter shall be governed and construed in accordance with English law. Please confirm our appointment as Investment Adviser on the above terms by signing and returning the enclosed copy of this letter. Yours faithfully, /s/ R.C.O. Hellyer Director J O Hambro & Partners Limited To J O Hambro & Partners Limited We write to confirm and to accept your appointment as Investment Adviser on the terms set out in the letter of 16th February 1995 of which this is a copy. For and on behalf of Consulta (Channel Islands) Limited By: J.C. Wilcockson Director /s/ J.C. Wilcockson Date: 16th February 1995 Page 116 of 198 Pages EX-99.(G) 8 INVESTMENT MANAGEMENT AGREEMENT EXHIBIT (g) INVESTMENT MANAGEMENT AGREEMENT BETWEEN ORYX INTERNATIONAL GROWTH FUND LIMITED AND CONSULTA LIMITED Page 117 of 198 Pages MANAGEMENT AGREEMENT -------------------- THIS AGREEMENT is made the 16th day of February 1995 PARTIES: (1) ORYX INTERNATIONAL GROWTH FUND LIMITED a Company incorporated with limited liability under the laws of the Island of Guernsey whose registered office is at Bermuda House, St. Julian's Avenue, St. Peter Port, Guernsey (the "Fund"); and (2) CONSULTA (CHANNEL ISLANDS) LIMITED a Company incorporated with limited liability under the laws of the Island of Guernsey whose registered office is at Bermuda House aforesaid (the "Manager"). WHEREAS: (A) The Fund was incorporated on 2nd December, 1994 in Guernsey as a closed-ended investment company with the objective of achieving long term capital appreciation inter alia through investments in equity and debt securities of small and medium companies. (B) The Fund wishes to appoint the Manager to provide management services to the Fund and its subsidiaries (if any) on the terms and conditions hereinafter contained. NOW IT IS HEREBY AGREED as follows: 3. INTERPRETATION (a) In this Agreement the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively: "Administrator" means Management International (Guernsey) Limited whose registered office is at Bermuda House aforesaid (or such other administrator as the Fund shall from time to time appoint) "Administration Agreement" means the Agreement of even date herewith between the Administrator and the Fund, relating to the administration of the Fund, including any amendment thereto and any agreement supplementary to or replacing the same "Articles" means the Articles of Association of the Fund as from time to time in force "Associated Person" means in relation to a company (i) any person or company beneficially owning, directly or indirectly, 20 per cent or more of the ordinary share capital of that company or able to exercise, directly or indirectly, 20 per cent Page 118 of 198 Pages or more of the total votes in that company, (ii) any person controlled by a person who meets one or both of the descriptions given in (i) above, (iii) any company 20 per cent, or more or whose ordinary share capital is beneficially owned, directly or indirectly, by that company or (iv) any director or officer of that company or of any Associated Person of that company, as defined in items (i), (ii) and (iii) above "Auditors" means the auditors for the time being of the Fund "Authorised Signatory" means any person for the time and from time to time authorised by the Board to give notices and instructions to the Manager pursuant to this Agreement and in respect of whom the Manager shall have received a specimen signature authenticated by a director of the Fund "Board" means the Board of Directors of the Fund "Business Day" means a day on which the Stock Exchange is open for business "Convertible Stock" means the Zero Coupon Convertible Unsecured Loan Stock 2005 of the Fund "Custodian" means Bank of Bermuda (Guernsey) Limited whose registered office is at Bermuda House aforesaid (or such other custodian as the Fund shall from time to time appoint) "Custodian Agreement" means the agreement of even date herewith between the Custodian and the Fund, relating to the custody of the Fund's investments, including any amendment thereto and any agreement supplementary to or replacing the same "Investment" means any investment or other asset of any description "Manager Group Member" means any holding company from time to time of the Manager and any subsidiary of any such holding company "Net Asset Value" means the net asset value of the Fund determined in accordance with the Articles "Placing" means the placing of Shares, Warrants and Convertible Stock with investors on the basis of the Placing Memorandum "Placing Memorandum" means the placing Memorandum relating to the Fund to be dated 16th February 1995 and to be issued in connection with the Placing "Shareholders" means the holders of the Shares "Shares" means the Ordinary Shares of the Fund "Stock Exchange" means the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited Page 119 of 198 Pages "Stockholders" means the holder of the Convertible Stock "subsidiary and holding company" means a subsidiary and a holding company respectively within the meaning of Section 736 of the Companies Act 1985 of England and Wales "Warrantholders" means the holders of the warrants "Warrants" means warrants to subscribe for Shares (b) Unless the context otherwise requires words and expressions contained in this Agreement shall bear the same meaning as in the Articles PROVIDED THAT any alteration or amendment of the Articles shall not be effective for the purposes of this Agreement unless the Manager (to the extent that its rights or duties hereunder are effected by such alteration or amendment) shall have been notified thereof by the Fund in writing. (c) References in this Agreement to statutory or regulatory provisions shall be construed as references to those provisions as respectively now amended or as consolidated or re-enacted from time to time. (d) The headings in this Agreement shall not affect its interpretation. 4. COMMENCEMENT AND APPOINTMENT (a) The Fund appoints the Manager to be, and the Manager agrees to act as, manager of the Fund and its subsidiaries (if any) with effect from the Effective Date (as defined in Clause 2.2 below), on the terms and conditions set out in this Agreement (b) This Agreement shall be conditional in all respects upon the closing of the Placing in accordance with the Placing Memorandum not later than 1st March, 1995 (the date upon which the said condition is fulfilled being herein referred to as the "Effective Date"). (c) In the event of the above condition not being fulfilled this Agreement shall (save as provided in Clause 16) have no further effect nor liabilities as the parties hereunder shall cease and determine. 5. DUTIES AS MANAGER (a) During the continuance of its appointment as manager, the Manager shall have the duties and obligations normally assumed by a manager and in particular, but without prejudice to the generality of the foregoing, shall: i. manage the investment and reinvestment of the assets of the Fund with a view to achieving the investment objectives of the Fund as from time to time determined by resolution of the Board and advised to the Manager in writing; Page 120 of 198 Pages ii. negotiate and supervise borrowings of the Fund within such limits as the Board may from time to time specify; iii. seek out and evaluate investment opportunities for investment by the Fund including employing such staff in Guernsey or elsewhere, establishing such offices, making such company visits and obtaining such information as, in each case, may prove necessary or desirable from time to time; iv. analyse the performance of Investments and advise the Fund in relation to investment trends, market movements, political and economic conditions and all other matters likely or which might reasonably be considered to affect the investment policy of the Fund and consult with such investment advisers as may be appointed by the Fund from time to time; v. provide the Board with such information, and make such recommendations to the Board, concerning the Investments as it may from time to time request and not less frequently than once every quarter provide a written report giving details of all cash balances held for the Fund, full particulars of all transactions in respect of Investments made by the Manager since or not detailed in the last report and a summary of all other Investments of the Fund; vi. at the Board's request provide a representative to attend meetings of the Board in connection with any of its duties specified above; vii. provide to the Administrator all such information in relation to the Fund as it may reasonably require to carry out its duties under the Administration Agreement and use its reasonable endeavours to procure compliance by the Fund with its obligations under such agreement; viii. provide to the Custodian all such information concerning the Investments as it may from time reasonably require in order to carry out its duties under the Custodian Agreement and use its reasonable endeavours to procure compliance by the Fund with its obligations under such agreement; and ix. perform such other duties as may be reasonably necessary or incidental to the above or as may be agreed between the Fund and the Manager. (b) The Manager shall, unless otherwise agreed by the Board, account and pay to the Fund all transaction fees, commissions, refunds of commission and interest received by the Manager or any Manager Group Member in connection with its duties under this Agreement or in it, or any of its delegates, acting for the account of the Fund PROVIDED THAT the Manager shall have no such obligation in relation to any fees or Page 121 of 198 Pages commission paid to it in connection with the Placing or in connection with any subsequent issue of Shares or other securities issued by the Fund. (c) All books, statistical records, accounts, contract notes, correspondence and other documents relating to the business and affairs of the Fund held by the Manager shall be the exclusive property of the Fund and the Manager shall when requested produce the same to the Fund or its agents together with any information within the knowledge of the Manager in relation thereto. The Manager shall not at any time be entitled to a lien on any such books, records, accounts, notes, correspondence or documents. (d) In performing its duties under this Agreement the Manager shall: i. use its best judgement efforts and facilities and shall at all times and in all respects well and faithfully serve the interests of the Fund; ii. comply and (insofar as it is practicable to do so) ensure that the Fund complies with the laws of the island of Guernsey, the Articles and with all applicable rules and requirements of the Stock Exchange, with all statements concerning the Manager or the Fund or (but subject to clause 6) the investment policy of the Fund contained in the Placing Memorandum and with any other applicable laws and regulations in force from time to time; and iii. not knowingly do or commit or permit to be done or committed any act, matter or think which would or might be reasonably considered likely to prejudice or to bring into disrepute in any manner the business or reputation of the Fund or any member of the Board. 6. POWERS OF THE MANAGER (a) The Manager shall (subject as provided herein) have and is hereby granted the authority, power and right for the account and in the name of the Fund: i. to subscribe, purchase, sell, convert, redeem, place on and withdraw from deposit or otherwise deal in (as the case may be) Investments cash or other assets of the Fund; ii. to enter into, make, vary and perform all contracts, agreements and other undertakings as may in the reasonable opinion of the Manager be necessary or advisable or incidental to the carrying out of the objectives of this Agreement; iii. to commit the Fund to any obligation to underwrite any issue or offer for sale of securities; iv. to apply for such permits, consents or authorities, as may be necessary or desirable to enable any Investment to be made, acquired or disposed of, from any governmental or other authority in the name of an on behalf of the Fund; Page 122 of 198 Pages v. to cause such moneys to be retained as cash on behalf of the Fund or placed on deposit in each case in the name of the Fund for such periods in such currency or currencies with the Custodian or for the account of the Custodian with such other bank or other persons and in such country as may, in the reasonable opinion of the Manager and with the agreement of the Custodian, be desirable; vi. to the extent necessary to enable it properly to exercise its rights and to carry out its duties under this Agreement to act for and on the Fund's behalf in the same manner and with the same force and effect as the Fund might or could do; and vii. generally to have and to exercise all such powers as may be necessary or reasonably incidental to the performance of its duties hereunder. (b) The Manager shall, subject always to the other provisions of this Agreement and subject always to the provisions of the Articles, have authority to borrow from time to time by way of overdraft on the Fund's accounts. Save as aforesaid the Manager may not commit the Fund to supplement the funds managed by the Manager by borrowing except with the consent of, and within the limits specified by, the Board. (c) Subject as provided herein, the authorities herein contained are continuing ones and shall remain in full force and effect until revoked by resolution of the Board or termination of this Agreement as hereinafter provided, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to such revocation. 7. HOLDING OF THE INVESTMENTS (a) The Manager shall forthwith on receipt pay to or deposit with or to the order of the Custodian all monies received on behalf of the Fund and shall procure that all Investments shall be registered in the name of the Fund or its nominee (in each case for the account of the Fund), or in such other manner as the Custodian may approve in order to comply with any applicable laws of Guernsey or elsewhere. (b) The Manager shall arrange such safekeeping and banking facilities with the Custodian on behalf of the Fund as may be approved by the Fund. 8. RESTRICTIONS ON THE MANAGER (a) All activities engaged in by the Manager under this Agreement shall at all times be subject to the control of and review by the Board, and the Manager shall observe and comply with all resolutions of the Board of which it has notice and other lawful orders and directions given to it from time to time by the Board. Without prejudice to the generality of the foregoing, the Manager shall not enter into any transaction for the purchase Page 123 of 198 Pages or sale of an Investment without the prior consent of the Board or a duly authorised committee thereof where the consideration is in excess of (pound)100,000 or, (in the case of a purchase) the Investment is intended to be held for more than 5 years. Such consent shall not, however, be required where the investment concerned involves either an increase or decrease in the level of an investment in the securities of any particular issuer, already held in the Fund's portfolio. (b) Without prejudice to the generality of Clause 6.1, the Board may from time to time: i. prohibit the Manager from making particular Investments or classes of Investment or from making deposits with any particular person, firm or company, or any class of the same or in any particular geographical area; ii. require the Manager, to the extent practicable, to sell any Investment or class of Investments or (subject to the availability of funds) to purchase any Investment or class of Investments or to make deposits with any particular person, firm or company; iii. define the investment policy of the Fund and specify the manner in which the Manager shall give effect to such policy; and iv. require the Manager to submit for approval by the Board the investment policy which the Manager is implementing or is recommending for implementation by the Fund; and the Manager shall and shall procure that any person, firm or company to whom it delegates an of its functions under this Agreement shall give effect to all such decisions. (c) Unless expressly provided or authorised whether under this Agreement or otherwise, the Manager shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. 9. FEE (a) The Fund shall pay to the Manager an annual fee in respect of its duties hereunder equal to the sum of (pound)20,000 plus 1.25 percent on the first (pound)15,000,000 and 1.00 percent on the excess of the Net Asset Value of the Company during the continuance of this Agreement which shall be charged to capital and/or revenue in such proportions as the Board shall from time to time consider to be appropriate after consultation with the Manager and the Auditors. Such fee shall accrue daily, be calculated on the last business day of each calendar month based on the Net Asset Value at that date and be payable in arrears within 14 days after the end of each calendar month. (b) The fee payable in respect of the period from the Effective Date to the end of the current calendar month (the "First Month") shall be calculated by dividing the figure specified in Clause 7.1 by the total number of days in Page 124 of 198 Pages the First Month and multiplying it by the number of days which elapse between the Effective Date and the end of the First Month inclusive. (c) If this Agreement is terminated otherwise than at the end of any calendar month for the purpose of calculating the fee payable in respect of the period from the beginning of the then current calendar month (the "Partial Month") to the date of termination the figure specified in Clause 7.1 shall be divided by the total number of days in the Partial Month and shall be multiplied by the number of days which elapse between the beginning of the Partial Month and the date of termination. 10. EXPENSES (a) Unless otherwise agreed between the Fund and the Manager, the Fund shall pay or procure payment of the following expenses: i. all reasonable audit and taxation fees of the Fund and legal expenses properly incurred by the Fund or the Manager in connection with the corporate existence of the Fund or arising out of the relationship of the Fund with its Shareholders, Warrantholders and Stockholders (including, without limitation, the registration of transfers of Shares, Warrants and Convertible Stock and circulars and notices to Shareholders, Warrantholders and Stockholders) and third parties and all other reasonable professional and other charges in respect of services rendered to the Fund properly in connection with the matters aforesaid; ii. all reasonable legal and other professional fees and other expenses properly incurred in connection with the corporate and financial structure of the Fund and the admission of the Shares, Warrants, Convertible Stock or any other share or loan capital of the Fund to listing on the Stock Exchange or on any other stock exchange; iii. all reasonable expenses properly incurred in and incidental to producing, printing and posting or otherwise despatching the annual accounts and interim statement of the Fund together with any report or documents to be annexed thereto, the cost of publication of the Net Asset Value of and any other communications by the Fund to its Shareholders and Warrantholders; iv. all reasonable expenses of every nature of or incidental to deposits or loans made by or on behalf of the Fund; v. any stamp and other duties, taxes, Governmental charges, brokerage, insurance, transfer fees, registration fees and other charges payable in respect of the acquisition or realisation of any Investment; vi. interest on and charges and expenses of arranging, and arising out of, all proper borrowings made by or on behalf of the Fund; Page 125 of 198 Pages vii. all taxes and corporate fees payable by the Fund to any governmental or other authority or agency in any jurisdiction; viii. the fees and expenses of the Administrator and Custodian in accordance with the Administration Agreement and the Custodian Agreement; ix. the reasonable fees and expenses of any investment or other consultants or advisers whom the Board may from time to time determine should be employed by the Fund; x. any reasonable fees or charges made by lawyers, accountants or other professional advisers (but not, for the avoidance of doubt any advisers appointed pursuant to Clause 10) employed by or on behalf of the Manager in connection with the investigation of potential investments for the Fund or the implementation of such Investments; xi. any promotional expenses properly incurred by the Fund; xii. the fees and expenses of Directors of the Fund; and xiii. any other fees or charges expressly approved by the Board. (b) Save as expressly provided by Clause 8.1 or elsewhere in this Agreement, the Manager will perform its duties hereunder at its own expense and shall be responsible for the fees and expenses (to the extent not otherwise payable by the Fund under Clause 8.1) of any persons appointed pursuant to Clause 10. In particular, but without limiting the generality of the foregoing, the Manager shall provide at its own expense: i. such staff as may be necessary for the due performance of its duties hereunder; ii. such office and other accommodation as may be necessary for the due performance of its duties hereunder; and iii. all postage, telephone, travel, entertainment and other expenses incurred by the Manager in the performance of its duties hereunder, save that the Fund shall reimburse the Manager for any travel expenses incurred at the express request of the Fund and PROVIDED THAT where the Board require more than one representative of the Manager to attend any board or other meeting of the Fund, the reasonable travel and other out-of-pocket expenses of that additional representative shall be borne by the Fund. 11. NON-EXCLUSIVITY Page 126 of 198 Pages The Manager and any Manager Group Member may act as manager or investment adviser for any company, corporation or body of persons on such terms as may be arranged with such company, corporation or body of persons and may retain for its own use and benefit fees or other moneys payable thereby provided that the Manager and any Manager Group Member so acting shall ensure that the performance of its duties will not thereby be impaired. In the event that information which is privileged or confidential comes to the knowledge of the Manager, the Manager shall not be under any duty to use or to attempt to use such information on the Fund's behalf. 12. POWER TO DELEGATE The Manager shall have full power to appoint, at its own expense, one or more advisers approved by the Board as may be relevant to advise it in connection with the performance of its duties hereunder and, with the approval of the Board, may delegate any of its functions hereunder to any such adviser PROVIDED THAT the Manager shall ensure that each of the such persons complies with the provisions of this Agreement, so far as applicable, and such other rules to which the Manager is subject and the Manager shall remain liable for any act or omission of any such person as if such act or omission were its own. 13. INTERESTS AND THE COMPANY (a) Nothing herein contained shall prevent the Manager or any Associated Person of the Manager from: i. becoming the owner of any Shares, Warrants, Convertible Stock or other loan capital in the Fund and holding, disposing of or otherwise dealing with the same with the same rights which it would have held if the Manager were not a party to this Agreement; ii. buying, holding and dealing upon its own account in Investments which are the same or similar to Investments held by or for the account of the Fund PROVIDED THAT neither the Manager nor any Associated Person of the Manager shall deal with the Fund as a beneficial owner on the sale or purchase of investments to or from the Fund except on a basis approved by the Directors from time to time, or without the consent of the Directors otherwise deal with the Fund as principal; iii. dealing with the Fund as agent PROVIDED THAT any such dealings are on terms no less favourable to the Fund than could reasonably have been obtained had the dealings been effected with an independent third party and the Manager or any Associated Person of the Manager may (in such circumstances) charge and retain a commission or fee in respect of any such dealings; iv. contracting or entering into any financial, banking or other transaction with the Fund (subject as provided in paragraphs (c) and (d) above) or any Shareholder, Warrantholder or Stockholder of the Page 127 of 198 Pages Fund or any body, any of whose securities are held by or for the account of the Fund, or from being interested in any such contract or transaction and the Manager shall not be called upon to account in respect of any such contract or transaction by virtue only of the relationship between the parties concerned, subject always to the Manager's duties hereunder. (b) For the purpose of this Clause 11 the expression "the Fund" shall include the subsidiaries of the Fund for the time being (if any). 14. LIABILITY OF THE MANAGER (a) The Manager shall not be under any liability on account of anything done or suffered to be done by the Manager in good faith in accordance with any specific written request of the Fund or any of its duly authorised agent(s) or delegate(s). Whenever pursuant to any provision of this Agreement any notice, instruction or other communication is to be given by the Fund or any of its duly authorized agent(s) or delegate(s), the Manager may accept as sufficient evidence thereof a document signed by or purporting to be signed by an Authorized Signatory. (b) The Manager agrees to use its best efforts, skill and judgment and all due care in performing its duties and obligations and exercising its rights and authorities hereunder and shall indemnify and keep indemnified the Fund against all liabilities, losses, costs, expenses, claims, proceedings and demands which the Fund may suffer or incur as a result of any breach by the Manager of the terms hereof (including, without limitation, as a result of the Manager acting outside the scope of the authority granted to it by the Fund hereunder or in breach of any limitations thereon from to time imposed by the Board) or otherwise arising out of the performance or non-performance of its duties, obligations, rights and authorities hereunder, PROVIDED THAT the Manager shall not be liable to the Fund for any decline in the value of the assets of the Fund or any part thereof to the extent that such decline results from the Manager's implementation of any express direction of the Board or from any investment decision made by the Manager in good faith unless such decision was reckless, negligent or otherwise in wilful breach of any duty owed by the Manager to the Fund. (c) The Manager shall be entitled to obtain legal advice from its lawyers for the time being if it reasonably considers that such advice is necessary or desirable for the proper performance of its duties under this Agreement and, if the Fund shall give its express written approval to the obtaining of any such advice or opinion, the Fund shall pay or procure payment of the reasonable expenses thereof. Any reasonable action or omission taken or suffered by the Manager in good faith in reliance on or in accordance with such advice or opinion shall be full protection and justification to it with respect to the action or omission so taken or suffered. (d) The Fund hereby undertakes to hold harmless and indemnify the Manager or procure the Manager to be held harmless and indemnified against all Page 128 of 198 Pages actions, proceedings, claims and costs, demands and expenses incidental thereto which may be brought against, suffered or incurred by the Manager by reason of the proper performance of its duties in accordance with the terms of this Agreement in each case including all reasonable legal, professional and other expenses properly incurred in connection therewith (including any such actions, proceedings and claims as shall arise as a result of loss, delay, misdelivery or error in transmission of any cable, telex, telefax, telegraphic or other communication), except such as shall arise from its bad faith, wilful breach of duty under this Agreement or reckless or negligent act or omission on its part. (e) Without prejudice to the generality of the preceding provisions of this Clause, the Manager will not be responsible for any loss suffered by the Fund as a result of any default by: i. the Custodian or the Administrator; or ii. any bank or other financial institution holding money pursuant to Clause 5 of this Agreement; or iii. any counterparty or other person with whom the Manager arranges or enters any transaction for the Fund pursuant to this Agreement (but the Manager shall use all reasonable endeavours at the expense and written request of the Fund diligently to pursue remedies against any such counterparty), unless such default is the direct result of the Manager's wilful default or negligence. (f) The Manager shall not be required to take any legal action in connection with the performance of its duties under this Agreement or on half of the Fund unless fully indemnified to its reasonable satisfaction for losses costs and liabilities which may be incurred or suffered by it. The Fund shall be entitled to require the Manager, in taking any action of whatsoever nature hereunder, to act in accordance with any reasonable direction of the Fund (including directions as to compromise or settlement) in connection with any claim against the Manager for which the Fund may ultimately be liable, but if, in the reasonable opinion of the Manager, acting in accordance with such directions might make the Manager liable for the payment of money or liable in any other way, the Manager shall be and be kept indemnified in any reasonable amount and form satisfactory to the Manager as a prerequisite to taking such action. 15. VOTING RIGHTS OF INVESTMENTS (a) All rights of voting conferred by Investments held under this Agreement shall be exercised or not in such manner as the Manager may reasonably determine PROVIDED THAT if the Fund shall instruct the Manager as to the exercise of voting rights in respect of such Investments the Manager shall give effect to such instructions. Page 129 of 198 Pages (b) If the Manager shall have been expressly notified in writing by the Board of any interest of any member of the Board in any Investment, the Manager shall seek the instructions of the Board prior to the exercise any rights of voting thereon and the Fund undertakes to procure that each member of the Board forthwith notifies the Manager of any change in any interest notified to the Manager pursuant to this subclause. (c) The Fund shall from time to time upon written request from the Manager execute and deliver or cause to be executed and delivered to the Manager or its nominee(s) such powers of attorney or proxies as may reasonably be required authorising such attorneys or proxies to vote, consent or otherwise act in accordance with this Agreement in respect of all or any part of the Investments of the Fund. (d) The term "rights of voting" and the word "vote" as used in this clause shall include a vote at a meeting and any consent to or approval of any arrangement, scheme or resolution or any alteration in or abandonment of any right attaching to any part of the assets of the relevant company and the right to requisition or convene any meeting or to give notice of any resolution or to circulate any statement. 16. NO ASSIGNMENT This Agreement is personal to the parties hereto and the Manager may not sub-contract the performance of any of its obligations hereunder except as specifically provided herein nor shall either party be entitled to assign the whole or any part of its rights hereunder. 17. TERMINATION (a) This Agreement shall, subject to hereinafter provided, continue in force for a period of two years and thereafter until determined by the Fund or the Manager giving to the other party hereto not less than twelve months notice in writing expiring at any time PROVIDED THAT this Agreement may be determined by the Fund or as the case may be the Manager (the "First Party") forthwith if the other party (the "Second Party") to this Agreement: i. shall commit any breach of its obligations under this Agreement and shall fail to make good such breach within thirty days of receipt of notice from the First Party requiring it to do so; or ii. shall pass a resolution for the winding-up of the Second Party (except a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the First Party) or if any competent Court shall order a winding-up of the Second Party or if the Second Party shall be declared "en desastre" or if a receiver shall be appointed over the whole of a substantial part of the Second Party's assets; or Page 130 of 198 Pages iii. the Manager ceases to hold all authorisations, licences or consents necessary for the conduct of its business hereunder. Any termination shall be without prejudice to any rights of the parties hereto which may have arisen prior to such termination or as a result thereof. (b) On termination of its appointment the Manager shall deliver to the Fund, or as it shall direct, all books of account, records, registers, correspondence and documents and assets relating to the affairs of or belonging to the Fund and in the possession of or under the control of the Manager and shall take all necessary steps to vest in the Fund or any new Manager any assets previously held in the name of or to the order of the Manager on behalf of the Fund. 18. DISCLOSURE Subject as provided below, none of the parties hereto shall, either before or after the termination of this Agreement, disclose to any person not authorised to receive the same any confidential information relating to any other party or to the affairs of such party of which the party disclosing the same shall become possessed during the period of this Agreement and each party shall use its best endeavors to prevent any such disclosure aforesaid, PROVIDED THAT a party to this Agreement may: i. disclose such information to any of its professional advisers; ii. disclose such information to any adviser appointed by it for the purpose of giving investment advice; iii. disclose such information pursuant to any order of a Court in the United Kingdom or the Island of Guernsey or any order of the Stock Exchange or by any United Kingdom or Guernsey governmental agency with whose proper instructions the party in question is bound or accustomed to comply; iv. disclose such information to the extent that it is then in the public domain otherwise than by reason of a breach of this Clause 16; v. disclose such information as it may reasonable consider necessary or desirable in connection with the enforcement of this Agreement or the preservation or maintenance of its rights hereunder; and vi. disclose such information to any permitted transferee or assignee. 19. ADDITIONAL SERVICES If the Manager, being willing and having been called upon to do so by the Board, shall render or perform extra or special services of any kind to the Fund the Manager shall be entitled to receive such additional fees therefor as the Board in consultation with the Manager shall determine. Page 131 of 198 Pages 20. MISCELLANEOUS (a) Any notice required to be given under this Agreement may be served by being left at, or sent by recorded delivery to, the registered office for the time being of the party on which it is to be served, and any notice given by post shall be deemed to have been served at the expiration of 72 hours after it is posted, and in proving such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and sent by recorded delivery. (b) Neither the benefit nor the burden of this Agreement shall be assigned by either the Fund or the Manager save with the prior written consent of the other party to this Agreement. (c) This Agreement sets forth the entire Agreement and understanding between the parties hereto as to the matters set out herein. 21. PROPER LAW This Agreement shall be governed by and construed in accordance with the laws of the Island of Guernsey. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. SIGNED by William Simpson for and on behalf of /s/ William Simpson ORYX INTERNATIONAL GROWTH FUND LIMITED SIGNED by J C Wilcockson for and on behalf of /s/ J C Wilcockson CONSULTA (CHANNEL ISLANDS) LIMITED Page 132 of 198 Pages EX-99.(H) 9 ADMINISTRATION, MGT. AND CUSTODY AGREEMENT EXHIBIT (h) ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT BETWEEN AMERICAN OPPORTUNITY TRUST AND J O HAMBRO & PARTNERS Page 133 of 198 Pages Dated 7th January 1993 LEVERAGED OPPORTUNITY TRUST PLC and J O HAMBRO & PARTNERS LIMITED ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT Allen & Overy London Page 134 of 198 Pages THIS AGREEMENT is made on 7th January 1993 BETWEEN: (1) LEVERAGED OPPORTUNITY TRUST PLC of 11 Devonshire Square, London EC2M 4YR (the "Company"); and (2) J O HAMBRO & PARTNERS LIMITED of 30 Queen Anne's Gate, London SW1H 9AL (the "Manager"). NOW IT IS HEREBY AGREED as follows: 1. Interpretation (1) In this Agreement: "Board" means the Board of Directors of the Company, or a committee thereof or (where the context so admits) a Director of the Company, duly authorized; "IMRO" means the Investment Management Regulatory Organization Limited or its successors from time to time; "IMRO Rules" means the rules of IMRO from time to time applicable; "Investments" includes any asset, right or interest falling within any paragraph in Part I of Schedule I to the Financial Services Act 1986 and any other asset, right or interest in respect of property of any kind and, without prejudice to the foregoing, wherever situate and whether or not producing income; "Portfolio" means the Investments from time to time owned by the Company; "Stock Exchange" means The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited; "subsidiary" shall have the meaning ascribed thereto by Section 736 of the Companies Act 1985. Page 135 of 198 Pages (2) References to persons include bodies corporate and unincorporated associations and references to companies include any bodies corporate. (3) Any reference to a statutory provision includes any statutory modification or re-enactment of it for the time being in force. (4) Subclauses (1) to (3) above apply unless the contrary intention appears. (5) The headings in this Agreement do not affect its construction. (6) References to amounts payable by the Company shall be exclusive of value added tax thereon so that value added tax shall be payable in addition if and to the extent chargeable. 2. Appointment The Company hereby appoints the Manager to be the investment manager and administrator of the Company to provide the services and facilities mentioned below with effect from the date of execution of this Agreement, such appointment to continue (unless previously terminated under Clause 11 below) until terminated by either party upon the expiry of not less than two years' written notice given to the other. 3. Investment Management (1) The Manager shall undertake with regard to such Investments as may from time to time be notified to and agreed with the Manager (the "Relevant Investments"), the duties normally performed by investment managers, subject to the policy directions and overall guidelines from time to time notified to the Manager by the Board, and in particular but without in any way prejudicing the generality of the foregoing shall on behalf of the Company: (a) keep under constant review the Relevant Investments from time to time held by the Company; (b) be entitled (at its absolute discretion and without obtaining the prior written permission of the Company) to withdraw deposits, to effect purchases and sales and other transactions in respect of Relevant Investments and subscriptions to issues of Relevant Investments, to enter into underwriting commitments in relation to Relevant Investments on behalf of the Company and otherwise to invest, realise and re-invest the Portfolio in relation to Relevant Instruments and exercise all rights attaching to Relevant Investments comprised therein and in each such case to charge the amounts payable to the Portfolio; (c) search out and evaluate investment opportunities in Relevant Investments for the Company; (d) analyse the progress of companies in which the Company has made Relevant Investments; Page 136 of 198 Pages (e) submit to the Board such reports and information regarding Relevant Investments as the Board shall reasonably require; and (f) recommend to the Board any future developments or changes to the investment policy of the Company which the Manager may consider to be advisable. (2) The Board shall procure that Christopher Mills consults with the Manager prior to making investment decisions on behalf of the Company relating to unlisted investments. If the Manager objects to any such investment decisions proposed by Christopher Mills it may notify the Board and the Board shall use reasonable endeavours to convene a Board meeting to consider the matter prior to the proposed investment decision being implemented. 4. Administration and other facilities The Manager shall provide the Company with the following services and facilities: (a) office facilities at 30 Queen Anne's Gate, London SW1H 9AL or such other office as may be agreed by the Company with the Manager and such office shall be used as the registered and principal office of the Company and there shall be available there a suitable room (upon the giving of not less than five days' prior notice or such shorter notice as may be agreed from time to time) for the holding of meetings of the Board but nothing in this Agreement shall be construed or have effect as constituting the relationship of landlord and tenant between the Manger and the Company and the Company shall be a bare licensee of the Manager; (b) all financial, accountancy, secretarial, clerical and other administrative services of any kind necessary for the conduct of the affairs of the Company; (c) keeping on behalf of the Company such books, records and statements to give a complete record of all transactions carried out by the Company in relation to the investment, realisation and re-investment of the Portfolio and such other books, records and statements as may be required to give a complete record of all other transactions carried out by the Company and as will enable the Company to publish yearly and half-yearly the report and accounts of the Company as required by the regulations of The Stock Exchange; (d) acting as Secretary to the Company, attending all meetings of the Board and performing all the duties reasonably expected of a Company Secretary including liaison with The Stock Exchange, preparation and delivery of returns of The Registrar of Companies and the maintenance of all statutory books other than the register of members; Page 137 of 198 Pages (e) all necessary equipment and personnel with a proper and adequate standard of proficiency and experience to enable the Manger to carry out its functions under this Agreement; and (f) the Manager shall permit such of its employees (if any) as the Company may reasonably request to be Directors of the Company. 5. Ancillary Powers of Manager The Manager may on behalf of the Company in respect of Relevant Investments: (a) issue orders and instructions to the Company's bankers and custodians with respect to the disposition of securities and moneys of the Company provided always that any such disposition shall at all times be subject to and effected in accordance with the arrangements for the time being in force between the Company and its bankers and custodians; (b) exercise any voting rights attached to the securities included in the Investments in pursuance of the policy agreed and established by the Board from time to time; and (c) issue instructions to and consult the auditors and legal advisers of the Company regarding any matter or thing relating to Investments including (where the Board thinks fit) institution of legal proceedings. 6. Further obligations of the Manager (1) The Manager shall, and shall procure that its representatives, employees and delegates shall, obey and comply with all lawful orders and directions in relation to the Manager's obligations under this Agreement given to it or them from time to time by the Board and shall observe and comply with the Memorandum and Articles of Association of the Company as from time to time amended and with all resolutions of the Board or the Company of which they are informed. (2) In particular, all activities engaged in by the Manager or any representative, employee or delegate of the Manager on behalf of the Company shall at all times be subject to the overall control of and review by the Board and without limiting the generality of the foregoing the Board shall set out the investment policy of the Company specifying the manner in which it wishes the Manger to give effect to such policies. (3) The Board shall instruct the Manager as to the exercise of the voting rights attached to the securities in the Portfolio and may: (a) prohibit the Manager from investing for the account of the Company in any particular security or class of securities; Page 138 of 198 Pages (b) require the Manager to sell any security or class of securities or (subject to the availability of funds) to purchase any security or class of securities; and (c) withdraw any part of the assets of the Company from the management of the Manager (but without thereby reducing the fee payable to the Manager under this Agreement) for any reason whatsoever. 7. Custody (1) Unless it receives contrary instructions from the Company, the Manager shall make arrangements for the safekeeping of all cash, securities or other assets in the Portfolio for the account of the Company in accordance with this Clause 7 provided that the obligations of the Manager under this Clause 7 shall not apply in relation to any cash or other assets of the Company until the cash or assets concerned have been made available to the Manager following execution of this Agreement. Insofar as the Manager holds assets comprised in the Portfolio (or documents of title relating to such assets), it shall do so separately from its own assets and on trust for the Company. (2) The Manager shall arrange for (i) any uninvested cash to be held in the Company's name in one or more accounts with Bank of Scotland or other first class banks approved by the Company and (ii) all securities to be held in custody accounts in the Company's name at Bank of Scotland or other reputable custodians approved by the Company. (3) The Manager shall make arrangements for: (a) the collection of all income and principal with respect to the Portfolio and credit cash receipts to the bank accounts referred to above; (b) the exchange of securities where the exchange is purely ministerial (including the exchange of temporary securities for those in definitive form and the exchange of warrants for, or other documents of entitlement to securities for, the securities themselves); (c) the surrender of securities at maturity or when called for redemption against payment therefor. (4) The Manager shall notify any bank or custodian holding property comprised in the Portfolio that it is not the Manager's property. (5) The Manager shall have no right of lien or set-off or any right of retention with respect to any Investments held in the Portfolio. (6) All proxies or similar requests for consent and all notices (other than of a routine or immaterial nature) received by the Manager relating to securities held in the Portfolio are to be forwarded to the Company or are to be dealt with in accordance with instructions given by the Company from time to time. Page 139 of 198 Pages 8. Management charge and expenses (1) The Company shall pay to the Manager as remuneration for the provision of its services hereunder a fee payable annually in arrears on 31st December in each year and calculated at the rate of 0.25 per cent per annum (plus value added tax) by reference to the Net Asset Value (calculated on a gross assets basis) as at 30th September, the first such payment, being a pro rata part of the annual fee, to be made on 31st December 1993 in respect of the period from the date of this Agreement to 30th September, 1993. On termination of this Agreement a pro rata fee shall be payable for any part of the year to 30th September for which this Agreement is in force, payable on the 31st December next following termination. (2) The Company shall bear the expenses of any kind incurred by or on behalf of the Manager in the carrying out of its duties and the provision of services and facilities hereunder, save for telex, telephone and other routine communication charges and the costs of providing normal office accommodation and secretarial and clerical staff for the normal performance of those duties. (3) The Manager shall also be entitled to additional fees, calculated on a time basis, for services provided in connection with any transactions involving the Company and/or any of its subsidiaries outside the ordinary course of business including in particular any issue of shares, debentures or other securities or any reorganization, redemption, consolidation, sub-division or other alteration of capital or any takeover, acquisition or disposal of or by the Company and/or any of its subsidiaries. (4) An amount equal to any amount payable to the Manager pursuant to this Clause shall be paid by the Company to the Manager promptly after delivery to the Company by the Manager of an invoice giving reasonable details in respect thereof. Notwithstanding the foregoing, the Manager shall be entitled, without delivery of an invoice as aforesaid, to charge any such amount to the Portfolio subject to notifying the Company in writing of the amount promptly thereafter. (5) For the purpose of this Clause 8 "Net Asset Value" shall mean the amount of the fixed and current tangible assets of the Company (other than shares in its subsidiaries) and its subsidiaries after deducting therefrom an amount equal to the current liabilities and the borrowings or other indebtedness in the nature of borrowings (except for borrowings repayable after an initial term of more than three years) of the Company and its subsidiaries as reasonably determined by the Manager. 9. Subsidiaries If the Company has at any time one or more subsidiaries then, unless otherwise directed by the Board, the Manager shall in addition provide the same services to such subsidiaries as it provides hereunder to the Company. 10. Freedom to act Page 140 of 198 Pages The services of the Manager to the Company under this Agreement shall not be exclusive and the Manager shall be free to render similar services to others and nothing in this Agreement shall preclude the Manager from having dealings with or on behalf of the Company either on its own account or on account of its clients or others or make it accountable to the Company in respect of any profit or commission from any such dealings. 11. Termination (1) If: (a) either party shall commit any substantial or continuing material breach of this Agreement and (where such breach is capable of remedy) fail to remedy such a breach within thirty days of being given written notice of it by the other party; or (b) either party shall have a receiver or administrator appointed over the whole or any part of their assets or a resolution is passed or an order made for the winding-up of such party other than as mentioned in sub-clause (2) below, the other party shall be entitled to terminate the appointment under this Agreement forthwith by giving written notice of termination to such party. (2) On termination of the appointment of the Manager, the Manager shall be entitled to receive all fees and other money accrued due up to the date of such termination but shall not be entitled to compensation in respect of termination (except where such appointment is terminated by the Manager in accordance with sub-clause (1)(a) of this Clause or by the Company in breach of Clause 2) and the Manager shall deliver to the Company or as it shall direct, all books of account, records, registers, correspondence, documents and assets belonging to the Company or any subsidiary in possession of or under the control of the Manager and take all necessary steps to vest in the Company any assets previously held in the name of or to the order of the Manager on behalf of the Company or any subsidiary. (3) The Manager shall also be entitled to terminate its appointment on giving four months' notice to the Company if either the Board fails to procure that Christopher Mills consults with the Manager in accordance with Clause 3(2) or if the Manager has objected to an investment proposed by Christopher Mills and has given notice to the Board under Clause 3(2), but the Board has approved the proposal. 12. Confidentiality and records (1) Neither party shall during the continuance of this Agreement or after its termination disclose to any person, firm or company whatsoever (except with the authority of the other party or unless ordered to do so by The Stock Exchange, the Panel on Takeovers and Mergers or by a regulatory body or court of competent jurisdiction) any information relating to the business, Page 141 of 198 Pages Portfolio, finances or other matters of a confidential nature of the other party of which it may in the course of its duties under this Agreement or otherwise become possessed and each party shall use all reasonable endeavors to prevent any such disclosure. (2) All books, statistical records, accounts, contract notes, correspondence and other documents relating to the business and affairs of the Company shall be the exclusive property of the Company and the Manager shall when reasonably requested produce the same to the Company or its employees, agents or auditors together with any information within the knowledge of the Manager in relation thereto. 13. Reports and valuations (1) The Manager shall provide the Company with regular monthly statements and valuations in respect of the Portfolio as at dates selected by the Company provided that the Company shall supply valuations to the Manager in respect of unlisted investments (not being Relevant Investments). The valuations provided by the Manager shall be in accordance with procedures and on a basis reviewed by the Company's auditors and as required by law or the regulations of The Stock Exchange. The reference currency will be pounds sterling for such documents. (2) Statements of the contents for the Portfolio prepared in accordance with the IMRO Rules will be provided on a quarterly basis in respect of quarterly periods of account. 14. Notices Any notice to be given under this Agreement may be served personally or by post at the registered office of the party to be served and in the case of service of first class post shall be deemed duly served twenty-four hours after posting and proof of posting shall be proof of delivery. 15. Liability and Indemnity (1) Subject to the terms of this Agreement, the Manager shall be under no liability to the Company for any loss, costs or damages which may arise in connection with the conduct of its duties hereunder or the custody of the Investments or for any depreciation in the value of any Investments or their safe custody unless due to wilful default or negligence on its part. (2) The Company shall indemnify the Manager and keep it indemnified against any costs, claims, demands or proceedings made by any person and in any way arising from its appointment hereunder unless due to wilful default or negligence on its part. The Manager agrees promptly to inform the Company in writing of any event which comes to its notice as a result of which the Company might become liable to indemnify the Manager under this Clause. Page 142 of 198 Pages 16. Assignment Neither party hereto shall be entitled to assign or otherwise part with any interest in this Agreement unless the prior written consent of the other has been obtained except that, if either party transfers the whole or a substantial part of its undertaking and property to another company as part of a reconstruction or amalgamation, that party may by written notice to the other transfer all its rights and obligations under this Agreement to that other company. 17. Governing law This Agreement is governed by and shall be construed in accordance with the laws of England to the jurisdiction of whose Courts the parties irrevocably submit. IN WITNESS of which each of the parties has executed this Agreement on the date first mentioned on page 1. SIGNED by J.J. Nelson ) ) /s/ James J. Nelson on behalf of ) LEVERAGED OPPORTUNITY TRUST PLC ) in the presence of: ) SIGNED by R.C.O. Hellyer ) ) /s/ R.C.O. Hellyer on behalf of ) J O HAMBRO & PARTNERS LIMITED ) in the presence of: ) Page 143 of 198 Pages EX-99.(I) 10 INVESTMENT MANAGEMENT AGREEMENT EXHIBIT (i) CLIENT AGREEMENT MISHAL KANOO PAGE 144 OF 198 PAGES JO HAMBRO & PARTNERS LIMITED ---------------------------- REGULATED BY IMRO IN THE CONDUCT OF INVESTMENT BUSINESS THIS INVESTMENT MANAGEMENT AGREEMENT IS MADE THE 3RD DAY OF JUNE, 1996 BETWEEN: (1) JO HAMBRO & PARTNERS LIMITED ("JOHP") a member of the Investment Management Regulatory Organization Limited ("IMRO") and regulated in the conduct of investment business by it, whose registered office is at 10 Park Place, London SW1A 1LP; and (2) Mishal Kanoo ---------------------------------------------(portfolio name) (hereafter known as the "Client") of Kanoo Group, P.O. Box 290, Dubai, United Arab Emirates ----------------------------------------------------------- ----------------------------------------------------------- (address) NOW IT IS HEREBY AGREED as follows: APPOINTMENT AND STATUS OF CLIENT 1. The Client, a Private Customer as defined in the Rules of IMRO, hereby appoints JOHP to act as discretionary investment manager, subject to the terms and conditions hereof, in relation to the Client's investments and cash which are from time to time placed under the management of JOHP (the "Portfolio") and JOHP hereby agrees to manage and administer the Portfolio. The appointment will commence on the date on which this Agreement is delivered to JOHP by the Client having been signed first by the Client then by JOHP. The assets comprising the Portfolio and their opening value are set out in Schedule 1. MANAGEMENT OF INVESTMENTS 2. JOHP shall have complete discretion, power and authority to manage the Portfolio and to make investments and changes in investments on the Client's behalf and as the Client's agent within the investment policy agreed between JOHP and the Client and set out in Part 1 of Schedule II. Such policy shall be subject to the guidelines and restrictions set out in Part II of Schedule II and to any guidelines, restrictions and instructions specified in writing from time to time by the Client or by the Client's duly authorized agent (written notice of whose authority shall have been received by JOHP). The Client's attention is specifically drawn to the warnings set out in Part III of Schedule II. PAGE 145 OF 198 PAGES 3. JOHP shall not be obliged to undertake the management of investments the management of which would in its opinion be onerous to it. DEALING TERMS 4. Subject as set out in paragraph 9, in effecting transactions for the Portfolio JOHP shall seek best execution at all times and may (subject to the investment policy set out in Part I of Schedule II) deal on such markets or exchanges and with such counterparties as it thinks fit. The Client agrees that all such transactions will be effected in accordance with the rules and regulations of the relevant market or exchange and that JOHP may take all such steps as may be required or permitted by such rules and regulations and/or by good market practice. 5. The Client's investments or documents of title or certificates evidencing title to investments or any other property belonging to the Client will not be lent by JOHP to a third party except as otherwise agreed between the Client and JOHP in writing. 6. JOHP may supplement the funds in the Portfolio by borrowing on the Client's behalf but only for the purpose of funding short-term deficiencies arising in the normal course of JOHP's duties hereunder to an extent which is not material in the context of the Portfolio taken as a whole. JOHP will not borrow money on the Client's behalf against the security of any of the Client's investments, documents of title or property. 7. JOHP may commit the Client to underwrite any issue or offer for sale of securities without the Client's prior written consent. 8. JOHP may act as principal in any transaction for the Client provided that JOHP shall secure for the Client best execution of such transaction. 9. Subject to the IMRO Rules, JOHP may, without prior reference to the Client, enter into a transaction on behalf of more than one client collectively. 10. JOHP has the right under this Agreement to effect transactions on the Client's behalf in investments the price of which may be being stabilized. The attention of the Client is referred to the statement contained in Schedule II relating to stabilization. Signature of this Agreement by or on behalf of the Client shall act as acknowledgment by the Client of receipt of such statement prior to entry into this Agreement. CONFLICTS OF INTEREST 11. Subject to paragraphs 12 and 13, JOHP shall not undertake any transactions on the Client's behalf in which JOHP has directly or indirectly a material interest or have any relationship with another party which may involve a conflict with JOHP's duty to the Client unless that interest or relationship is disclosed in writing to the Client. PAGE 146 OF 198 PAGES 12. The Client's Portfolio may contain securities of which the issue or offer for sale is underwritten, managed or arranged by an Associate (as defined in the Rules of IMRO) of JOHP during the preceding twelve months. 13. The Client understands that JOHP's directors or staff may from time to time hold shares or securities including holdings that may be in the Portfolio, and that JOHP's directors or staff may from time to time be directors of companies whose shares are held in the Portfolio. 14. The Client acknowledges that JOHP may acquire or dispose of on the Client's behalf shares or units in any fund, company, trust or Collective Investment Scheme (as defined by the Rules of IMRO) under JOHP's management (or in a fund, company, trust or Collective Investment Scheme connected with JOHP) if JOHP considers such an investment to be appropriate for inclusion in or exclusion from the Portfolio. CUSTODIAL SERVICES 15. (a) Save where the Client has notified JOHP in accordance with paragraph 15(b), in those cases where the Client is situated in the United Kingdom registerable investments will be registered in the name of an Eligible Custodian (as defined in the Rules of IMRO) situated in the United Kingdom and nominated by JOHP. (b) In those cases where the Client is situated overseas or where the Client so requests by notice in writing to JOHP, registerable investments will be registered in the name of an Eligible Custodian situated outside the United Kingdom and nominated by JOHP. (c) All documents of title (including those in bearer form) will be retained in the custody of an Eligible Custodian nominated by JOHP and situated in the United Kingdom or overseas as applicable. (d) None of the Eligible Custodians as aforesaid shall be Associates of JOHP. However, the Client's registerable investments may at any time be registered in the name of a nominee company which is an Associate of JOHP and Client's documents of title may be held by that Associate at any time after JOHP shall have given the Client written notice of its intention to do so. Such notice shall specify the nature of its association with such Associate. ACCOUNTS, INTEREST AND DIVIDENDS 16. The following Client accounts, together with such others that may be required, will be maintained by JOHP. (A) INVESTMENT ACCOUNT The Client's investments will be held in this account. Subject to paragraphs 5 and 6, JOHP shall not lend the Client's investments to any PAGE 147 OF 198 PAGES third party and shall not borrow money on the Client's behalf against the security of the Client's investments. (B) CAPITAL ACCOUNT All uninvested cash will be held in this account by a bank chosen by JOHP. The account will be debited with the cost of purchases on the Client's behalf and with sums due and payable by the Client to JOHP and will be credited with the net proceeds of sales on the Client's behalf. Money drawn on behalf of the Client from the account shall not exceed the total of money held in the account on behalf of the Client at that time. Interest will be paid on sums standing to the credit of the account and held on the Client's behalf at the prevailing market rate. The interest will be paid quarterly and will be credited to the Income Account on the Client's behalf. (C) SETTLEMENT ACCOUNT Money debited to the Capital Account in respect of the cost of purchases made on the Client's behalf and money received and receivable upon settlement of each sale made on the Client's behalf will be credited to this account and held there until the relevant settlement date. (D) INCOME ACCOUNT Dividends and interest received on investments within the Portfolio will be credited to this account. Balances on the account will be paid away quarterly in accordance with the Client's instructions or, in the absence of such instructions, will be transferred quarterly to the Capital Account as soon as reasonably practicable after the last day of each such quarter being 5th April, 30th June, 5th October and 31st December in each year. Money drawn on behalf of the Client from the account shall not exceed the total of money held in the account on behalf of the Client at that time. Interest will not be paid on monies held in this account. (d) OFF-SHORE FUNDS In those cases where the Client is situated overseas or if the Client notifies JOHP in writing that the Client wishes cash in the Portfolio to be held outside the United Kingdom, JOHP will be (subject to applicable laws and regulations) hold such cash in a bank account outside the United Kingdom 17. The Client may at any time instruct JOHP to realise any or all of the investments in the Portfolio and may withdraw any sum standing to the credit of the Capital Account and held on the Client's behalf. 18. JOHP shall maintain separate ledger accounts on the Client's behalf. All debits from and credits to the Investment Account and/or Capital Account and/or Income Account on the Client's behalf shall be recorded in the ledger accounts, PAGE 148 OF 198 PAGES and statements of account showing all transactions, payments and receipts up to and including 5th April of each year will be sent to the Client as soon as reasonably practicable after that date. COMMUNICATIONS 19. In the interests of proper administration of the Portfolio and for related investment purposes JOHP, its representatives or employees, may call upon the Client by telephone, visit or otherwise communicate orally with the Client without express invitation. The Client's attention is drawn to the fact that the Client will forfeit any right conferred by section 56 of the Financial Services Act 1986 to treat as unenforceable any investment agreement entered into in the course of or in consequence of such a call. ADMINISTRATION 20. Contract notes in respect of every purchase and sale on the Client's behalf will be sent to the Client before the close of business on the day next following the day on which the transaction was effected. 21. JOHP will on the Client's request forward details of all transactions on the Client's behalf to the Client's tax advisor without additional charge. 22. The Client may (upon giving reasonable notice) inspect all copy contract notes, vouchers and copies of entries in books or electronic recording media kept by JOHP or to which JOHP has access relating to the transactions effected by JOHP on the Client's behalf and those records will be maintained by JOHP or JOHP will ensure that they are maintained for not less than seven years from the date of the relevant transaction. 23. All documents will be sent to the Client at the address given above unless and until otherwise directed in writing. The Client agrees that it will immediately notify JOHP in writing of any changes of address, and that JOHP will not be responsible for any consequences which may arise from failure to do so. REVIEWS AND VALUATIONS 24. JOHP will prepare reviews of the Portfolio incorporating an up-to-date valuation of each investment comprised in the Portfolio and a statement of the basis on which it was valued on a six monthly basis or at such other frequency as may be agreed between JOHP and the Client. Such reviews shall be prepared as at such half yearly or other dates as shall be agreed between JOHP and the Client from time to time (each such date being referred to as a "Valuation Date"), and JOHP will send such reviews to the Client within twenty-five business days of each Valuation Date. 25. On each Valuation Date cash will be valued at its face value and each investment will be valued at its middle market price on the relevant stock exchange at the close of business on such day or (if not a business day) on the nearest prior business day as is supplied by "Exshare" or any other suitable PAGE 149 OF 198 PAGES information service chosen by JOHP (which figures shall be binding save for manifest error). For the purpose of valuing in sterling any foreign currency or any security listed on a foreign stock exchange the price of which is quoted in currency other than sterling, the valuation and middle market exchange rates supplied by "Exshare" or any other suitable information service chosen by JOHP shall be applied. In the absence of that valuation or exchange rate, the middle market price as determined by the Daily Official List of The Stock Exchange or the equivalent list for any relevant stock exchange will be applied. If none of the foregoing methods of valuation are available, the investments in question will be valued in such other manner (by JOHP or such other person selected by JOHP) as shall in JOHP's opinion be fair. 26. JOHP accepts no liability for any period longer than 25 business days between any Valuation Date and the despatch of a review to the Client of his Portfolio which has elapsed as a result of any act or omission of any third party. VOTING AND OTHER RIGHTS 27. JOHP will be entitled at its discretion and without notice to the Client to procure or to refrain from procuring the exercise of voting and other rights and privileges attaching to the investments comprised in the Portfolio and to accede or refrain from acceding to any compromise or arrangement in relation to any scheme of arrangement or scheme for reconstruction or amalgamation involving any such investment. JOHP will not forward to the Client any circulars, notices or proxy cards received in respect of investments comprised in the Portfolio. FEES, COMMISSIONS AND EXPENSES 28. (a) The Client will pay a management fee to JOHP in respect of the period beginning with first receipt by JOHP of any investments or money from the Client and ending with a Valuation Date (as defined in paragraph 24) and each period thereafter starting with the day after any Valuation Date and ending on the next Valuation Date (or the Termination Date as defined in paragraph 39 if sooner). (b) The management fee shall be calculated in accordance with the 'Scale Rates and Charges' set out in Schedule III. (c) The management fee shall be payable not later than 14 days after despatch to the Client of an invoice which shall be sent to the Client as soon as is reasonably practicable after each Valuation Date. Unless otherwise instructed the Client's Capital Account will be debited with the amounts due to JOHP on the 14th day after despatch of such invoice. (d) In addition the Client shall reimburse JOHP for any expenses or liabilities which it may incur in properly carrying out its duties hereunder. PAGE 150 OF 198 PAGES 29. The management fee shall be deemed to have accrued on a day-to-day basis, so that, if this Agreement commences or terminates other than on a Valuation Date (as defined in paragraph 24), the amount of the fee shall be duly apportioned. 30. Commissions (as set out in Schedule III) will be payable by the Client on purchases and sales of investments together with all expenses including stamp duties, stamp duty reserve tax and VAT thereon (if applicable). The Client recognises that JOHP may gain a commission benefit from dealing in a bulk purchase or sale on behalf of JOHP's clients, one of whom may be the Client, or from return commissions which benefit JOHP shall be entitled to retain. JOHP will be free to accept and retain as an addition to its fees and commissions any other commissions which it receives in the course of its dealing on the Client's behalf: all such benefits and receipts shall supplement any other remuneration receivable by JOHP in connection with transactions effected by JOHP with or for the Client under this or any other agreement with the Client and the Client consents to all such benefits and receipts as are referred to above without prior disclosure of the same to the Client on a case-by-case basis provided that JOHP undertakes to secure for the Client best execution of all transactions effected with or through a party from whom JOHP receives such benefits and commissions, disregarding any benefit which the Client might obtain directly or indirectly as a result of such arrangements. 31. JOHP shall be entitled to alter the manner of computing or charging its fees, commissions and expenses or of paying interest on the money held on the Client's behalf in the Capital Account (including with prejudice to the generality of the foregoing its scale rates and charges) by giving one month's prior notice in writing to the Client. RESPONSIBILITY AND INSURANCE 32. JOHP will indemnify the Client in respect of any loss incurred as a result of negligence, wilful default or fraud by JOHP or any of its employees. Subject to the above, JOHP will not be responsible or liable for any claim, loss, damage, expense or costs arising by reason of any of the following: (a) any investment decision taken and acted upon in accordance with the terms of this Agreement; or (b) any delay or default in the performance of its obligations under this Agreement arising in consequence of any event or circumstance beyond the reasonable control of JOHP; or (c) any act or omission on the part of any of the banks or nominee companies controlled by them or other eligible custodians as referred to in paragraph 15 or any other person to which any of them shall have delegated its function or on the part of any other third party whatsoever; or (d) any consequential loss suffered in consequence of any act or omission of JOHP or any breach of JOHP of any term of this Agreement. PAGE 151 OF 198 PAGES 33. The Client agrees to indemnify and keep indemnified JOHP from and against all demands, claims, liabilities, losses, damages, costs and expenses whatsoever incurred by JOHP arising out of the breach by the Client of any warranty or by reason of any failure by the Client to comply with and/or perform any of the terms and conditions contained in this Agreement. 34. Where the Client is a joint account (whether or not a trust account) JOHP shall unless and until otherwise directed in writing by all the persons named in the joint account, be entitled to act on the instructions of any of them and shall not in any whatsoever be liable to the others for doing so. 35. JOHP has effected insurance to provide for the protection of the Client against losses arising from any negligence of JOHP or any dishonesty of employees of JOHP. 36. Under Section 54 of the Financial Services Act 1986 The Securities and Investments Board has established a scheme for compensating investors by which the Client may be entitled to compensation in the event of JOHP's inability to meet any liabilities to the Client. JOHP will make available to the Client upon request a statement describing the Client's rights to compensation under the scheme. DELEGATION AND USE OF AGENTS 37. JOHP may delegate any of its functions under this Agreement to an Associate and may provide information about the Client and the Portfolio to any such Associate but JOHP's liability to the Client for all matters so delegated shall not be affected thereby. JOHP shall give to the Client written notice of any delegation of a function which involves the exercise of its discretionary investment management powers. 38. JOHP may employ agents (including Associates) to perform any administrative, dealing, custodial and ancillary services required to enable JOHP to perform its services under this Agreement. JOHP undertakes to act in good faith and with due diligence in the choice and use of such agents. TERMINATION OF AGREEMENT 39. This Agreement may be terminated by either party by giving written notice of termination to the other at any time. Termination shall take effect on the day upon which the other party actually receives the notice (the "Termination Date") provided that, where the Client is a joint account, notice of termination by JOHP shall be given to every person named in the joint account and in such circumstances the Termination Date shall be deemed to be the day after the date of posting by first class recorded delivery or other appropriate means to all persons named in the joint account. 40. Upon the Termination Date, JOHP will complete expeditiously all transactions in progress at termination but will not execute any further transactions for the PAGE 152 OF 198 PAGES Client. Upon all fees, commissions, expenses and other sums due to it and any other liabilities for which it may be or become liable in connection with the management of the Portfolio being settled or adequately secured to the satisfaction of JOHP, JOHP will ensure that all investments and cash balances held on the Client's behalf will, after any outstanding security registration, stock exchange settlements and other administrative matters have been completed and as soon as reasonably practicable, be transferred to the Client or dealt with in accordance with the Client's instructions, in all cases at the cost of the Client. 41. Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payment except that JOHP may charge the Client an amount equal to: (a) the relevant proportion of the management fee, corresponding to that part of the period ending on a Valuation Date by reference to which fees are payable, which has expired when this Agreement is terminated; (b) any additional expenses which JOHP necessarily incurs in terminating this Agreement; and (c) any losses necessarily realised in settling or concluding outstanding obligations. 42. The death, bankruptcy or other incapacity or, in the case of a body corporate, the cessation of business of the Client or a petition being presented or a meeting being convened to consider a resolution for the liquidation of the Client shall not of itself terminate JOHP's appointment; but JOHP may at its discretion treat its receipt of actual notice of any such events as if it were a written notice of termination from the Client. 43. If the Client is a joint account the Client's obligations under this Agreement shall be joint and several. On the death of any of the persons constituting the Client (being survived by any such other person), the Agreement shall not terminate and, except in the case of trustees, the interest of the deceased in the Portfolio shall automatically enure to the benefit of the survivor(s) unless otherwise specified by notice in writing to JOHP. CLIENT WARRANTIES 44. The Client warrants that the Client is the beneficial owner (or the duly authorised agent of the beneficial owner) of the whole of the Portfolio free from all liens, charges, encumbrances and restrictions on transfer except insofar as advised by the Client to JOHP, and will so remain during the currency of this Agreement. 45. The Client warrants that the Client is empowered to enter into this Agreement without the consent or authority of any other party and in the case of a Client being a body corporate the Client warrants that by entering into this Agreement PAGE 153 OF 198 PAGES it is not nor will it be in breach of its Memorandum or Articles of Association or any other relevant document. GENERAL 46. Terms and expressions defined in the rules of IMRO for the time being in force shall where the context so admits bear the same meaning in this Agreement. 47. The Clause headings in this Agreement are included for ease of reference only and shall not affect its interpretation. 48. The Schedules to this Agreement are an integral part of it. 49. If the Client is an individual this Agreement shall be binding on his legal personal representatives. 50. This Agreement is personal to the parties hereto and shall not be capable of assignment. 51. Subject to clause 31, no change, alteration or modification to this Agreement or the Schedules hereto shall be made unless in writing and signed by the parties hereto. 52. Notice required or authorised to be served hereunder must be addressed to the address of the recipient stated above or to such other address as may have been notified in writing by either party hereto to the other as its address for the service of notices. In the case of notice served by the Client from outside the United Kingdom and of notice served upon the Client at an address outside the United Kingdom, the notice shall be sufficiently served if served by pre-paid letter, cable or telex. In the case of notice served by the Client from within the United Kingdom and of notice served upon the Client at an address within the United Kingdom the notice shall be sufficiently served if served by pre-paid letter. 53. If the Client makes a complaint to JOHP verbally or in writing about any service JOHP has rendered to the Client under this Agreement the complaint shall immediately be referred to JOHP's Chief Executive or to a Senior Investment Manager who was not involved in the circumstances relating to the complaint and who will investigate such circumstances. Upon the conclusion of his investigation he shall make a written report to the Client and take any action he deems necessary to rectify the matter which is the subject of the complaint. The Client has the right to refer any complaint to IMRO if the Client is not satisfied with the action taken by the Chief Executive or Senior Investment Manager, and in any event has the right to make the complaint direct to IMRO or the Investment Ombudsman without prior reference to JOHP. 54. Each party to this Agreement shall respect and protect the confidentiality of information acquired in consequence of it and shall not disclose such information to any third party save in the course of giving effect to this Agreement or as may be required by law, or where requested by regulatory PAGE 154 OF 198 PAGES authorities, or to their professional advisors where reasonably necessary for the performance of their professional services. 55. This Agreement is subject to English law and the parties hereto hereby submit to the jurisdiction of the English Courts in respect of it. PAGE 155 OF 198 PAGES SCHEDULE I THE PORTFOLIO Valuation and composition of Portfolio (see attached letter/opening valuation - where applicable) SCHEDULE II INVESTMENT POLICY, GUIDELINES AND RESTRICTIONS PART I - Investment Policy including basis of measurement of performance The investment objectives are to maintain a maximum total return commensurate with safety and the protection of the underlying value of the capital of the fund. The performance will be measured against the F.T. All Share Index, any other appropriate Index or measure of performance agreed upon by JOHP and the Client. PART II - Guidelines and Restrictions 1. There will be no restrictions placed on the types of investment in which the money comprised in the Portfolio will be invested provided that the services to be provided by JOHP will not include advising on or effecting Contingent Liability Transactions, nor will they, without the express prior authority of the Client, relate to options, futures or contracts for differences (or to any right or interest in such investments). 2. The contents of the Portfolio may be invested in any market save for the following. There shall be no restriction on the amount of monies or proportion of the Portfolio invested in any one investment or type of investment permitted hereunder provided that, subject to the provisions relating to overdraft contained in paragraph 6 of this Agreement, under no circumstances will JOHP make investments on behalf of the Client to a value in excess of the aggregate of the value of the funds and securities held by JOHP on behalf of the Client in the accounts referred to in paragraph 16 of this Agreement. PART III - Risk Warnings and Risk Disclosure Statement PAGE 156 OF 198 PAGES Investments Denominated in Foreign Currencies If a liability of the Client in one currency is to be matched by an asset in a different currency, or if JOHP provides services under this Agreement relating to an investment denominated in a foreign currency, a movement in exchange rates may have an effect which may be either favourable or unfavourable on the investment, which effect may be separate from the gain or loss otherwise experienced on such investment. Investments not readily realisable Certain categories of investments comprised in the Portfolio may not be readily realisable. You should be aware that there can be no certainty that market makers or brokers will be prepared to deal in such investments and that proper information for determining their current value may not be available. Warrants A warrant is a right to subscribe for shares, debentures, loan stock or government securities, and is exercisable against the original issuer of the securities. Warrants often involve a high degree of gearing so that a relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavourable as well as favourable, in the price of the warrant. The prices of warrants can therefore be volatile. Stabilisation This statement is made in compliance with Rule 14 of Chapter IV of the rules of IMRO. "We or our representatives may from time to time effect on your behalf or recommend to you transactions in securities which are the subject of a recent new issue where the price of those transactions may have been influenced by bids made or transactions effected for the purpose of stabilising the price of those securities. You should read the explanation below carefully. Its purpose is to enable you to judge whether you wish your funds to be invested at all in such securities or, if so, whether you wish to authorise us generally to effect transactions in such securities on your behalf without further reference to you or whether you wish to be consulted before any particular transaction is effected on your behalf. Stabilisation is a process whereby the market price of a security is pegged or fixed during the period in which a new issue of securities is sold to the public. Stabilisation may take place in the new issue or in other securities related to the new issue in such a way that the price of the other securities may affect the price of the new issue or vice versa. The reason stabilisation is permitted is that when a new issue is brought to market the sudden glut will sometimes force the price lower for a period of time before buyers are found for the securities on offer. PAGE 157 OF 198 PAGES As long as he obeys a strict set of rules the "stabilising manager", normally the issuing house chiefly responsible for bringing a new issue to market, is entitled to buy securities in the market that he has previously sold to investors or allotted to institutions who were included in the new issue but who have decided not to continue participating. The effect of this may be to keep the price at a higher level than would otherwise be the case during the period of stabilising. The rules limit the period in which he may stabilise, fix the price at which he may stabilise (in the case of shares and warrants but not bonds), and require him to disclose that he may be (but not that he is) stabilising. The fact that a new issue or a related security is being stabilised does not in itself mean that investors are not interested in the issue, but neither should the existence of transactions in an issue where stabilising may take place be relied upon as an indication that investors are interested in the new issue or interested in purchasing at the price at which transactions are taking place". PAGE 158 OF 198 PAGES SCHEDULE III Scale Rates and Charges MANAGEMENT FEES To be levied six monthly DISCRETIONARY PORTFOLIO SERVICE 1% per annum on portfolios of up to (pound)2,500,000 Large Portfolios (Over (pound)2,500,000) - by negotiation
COMMISSION RATES EQUITIES GILTS/FIXED INTEREST 1.25% on transactions up to(pound)10,000 0.5% on transactions up to(pound)10,000 0.50% thereafter 0.25% on the next(pound)40,000 0.125% thereafter
(Minimum commissions (pound)30 per contract) All transactions are subject to a handling charge of (pound)12.50 per transaction in the case of UK registered securities ((pound)20 for non-UK registered securities) VALUE ADDED TAX This will be charged on the fees shown above at the appropriate rate where applicable PAGE 159 OF 198 PAGES FOR JO HAMBRO & PARTNERS LIMITED /s/ James Hambro 16th May 1996 - ------------------------------------ ---------------------- FOR THE CLIENT* /s/ Mishal Kanoo Date 3rd June 1996 - ------------------------------------ ---------------------- - ------------------------------------ - ------------------------------------ *The Client should sign here as follows. AN INDIVIDUAL OR INDIVIDUALS. The individual should sign his/her usual signature and insert the date. Where the Client is a joint account all persons named in the joint account should sign. A COMPANY. The Company's duly authorised signatory should sign and insert the date. Please let JOHP have a certified true copy of a Board resolution confirming the appointment of JOHP as investment manager and authorising the signature of the Agreement. Please provide an up-to-date copy of the Memorandum and Articles of Association and the Certificate of Incorporation which will be returned. A TRUST OF PENSION FUND. All the trustees should sign and insert the date. Please let JOHP have a copy of the Trust Deed. A PARTNERSHIP. All the partners should sign and insert the date. PAGE 160 OF 198 PAGES EX-99.(J) 11 INVESTMENT MANAGEMENT AGREEMENT EXHIBIT (j) CLIENT AGREEMENT MR. & MRS. JAN GILBERT PAGE 161 OF 198 PAGES JO HAMBRO & PARTNERS LIMITED ---------------------------- REGULATED BY IMRO IN THE CONDUCT OF INVESTMENT BUSINESS THIS INVESTMENT MANAGEMENT AGREEMENT IS MADE THE DAY OF 19 BETWEEN: (1) JO HAMBRO & PARTNERS LIMITED ("JOHP") a member of the Investment Management Regulatory Organization Limited ("IMRO") and regulated in the conduct of investment business by it, whose registered office is at 10 Park Place, London SW1A 1LP; and (2) Mr. and Mrs. Jan G. Gilbert ----------------------------------------------------------(portfolio name) (hereafter known as the "Client") of 7118 W. Isanogel Road --------------------------------------------------- Muncie, IN 47304 (USA) --------------------------------------------------- (address) NOW IT IS HEREBY AGREED as follows: APPOINTMENT AND STATUS OF CLIENT 1. The Client, a Private Customer as defined in the Rules of IMRO, hereby appoints JOHP to act as discretionary investment manager, subject to the terms and conditions hereof, in relation to the Client's investments and cash which are from time to time placed under the management of JOHP (the "Portfolio") and JOHP hereby agrees to manage and administer the Portfolio. The appointment will commence on the date on which this Agreement is delivered to JOHP by the Client having been signed first by the Client then by JOHP. The assets comprising the Portfolio and their opening value are set out in Schedule 1. MANAGEMENT OF INVESTMENTS 2. JOHP shall have complete discretion, power and authority to manage the Portfolio and to make investments and changes in investments on the Client's behalf and as the Client's agent within the investment policy agreed between JOHP and the Client and set out in Part 1 of Schedule II. Such policy shall be subject to the guidelines and restrictions set out in Part II of Schedule II and to any guidelines, restrictions and instructions specified in writing from time to time by the Client or by the Client's duly authorized agent (written notice of whose authority shall have been received by JOHP). The Client's attention is specifically drawn to the warnings set out in Part III of Schedule II. 3. JOHP shall not be obliged to undertake the management of investments the management of which would in its opinion be onerous to it. PAGE 162 OF 198 PAGES DEALING TERMS 4. Subject as set out in paragraph 9, in effecting transactions for the Portfolio JOHP shall seek best execution at all times and may (subject to the investment policy set out in Part I of Schedule II) deal on such markets or exchanges and with such counterparties as it thinks fit. The Client agrees that all such transactions will be effected in accordance with the rules and regulations of the relevant market or exchange and that JOHP may take all such steps as may be required or permitted by such rules and regulations and/or by good market practice. 5. The Client's investments or documents of title or certificates evidencing title to investments or any other property belonging to the Client will not be lent by JOHP to a third party except as otherwise agreed between the Client and JOHP in writing. 6. JOHP may supplement the funds in the Portfolio by borrowing on the Client's behalf but only for the purpose of funding short-term deficiencies arising in the normal course of JOHP's duties hereunder to an extent which is not material in the context of the Portfolio taken as a whole. JOHP will not borrow money on the Client's behalf against the security of any of the Client's investments, documents of title or property. 7. JOHP may commit the Client to underwrite any issue or offer for sale of securities without the Client's prior written consent. 8. JOHP may act as principal in any transaction for the Client provided that JOHP shall secure for the Client best execution of such transaction. 9. Subject to the IMRO Rules, JOHP may, without prior reference to the Client, enter into a transaction on behalf of more than one client collectively. 10. JOHP has the right under this Agreement to effect transactions on the Client's behalf in investments the price of which may be being stabilized. The attention of the Client is referred to the statement contained in Schedule II relating to stabilization. Signature of this Agreement by or on behalf of the Client shall act as acknowledgment by the Client of receipt of such statement prior to entry into this Agreement. CONFLICTS OF INTEREST 11. Subject to paragraphs 12 and 13, JOHP shall not undertake any transactions on the Client's behalf in which JOHP has directly or indirectly a material interest or have any relationship with another party which may involve a conflict with JOHP's duty to the Client unless that interest or relationship is disclosed in writing to the Client. PAGE 163 OF 198 PAGES 12. The Client's Portfolio may contain securities of which the issue or offer for sale is underwritten, managed or arranged by an Associate (as defined in the Rules of IMRO) of JOHP during the preceding twelve months. 13. The Client understands that JOHP's directors or staff may from time to time hold shares or securities including holdings that may be in the Portfolio, and that JOHP's directors or staff may from time to time be directors of companies whose shares are held in the Portfolio. 14. The Client acknowledges that JOHP may acquire or dispose of on the Client's behalf shares or units in any fund, company, trust or Collective Investment Scheme (as defined by the Rules of IMRO) under JOHP's management (or in a fund, company, trust or Collective Investment Scheme connected with JOHP) if JOHP considers such an investment to be appropriate for inclusion in or exclusion from the Portfolio. CUSTODIAL SERVICES 15. (a) Save where the Client has notified JOHP in accordance with paragraph 15(b), in those cases where the Client is situated in the United Kingdom registerable investments will be registered in the name of an Eligible Custodian (as defined in the Rules of IMRO) situated in the United Kingdom and nominated by JOHP. (b) In those cases where the Client is situated overseas or where the Client so requests by notice in writing to JOHP, registerable investments will be registered in the name of an Eligible Custodian situated outside the United Kingdom and nominated by JOHP. (c) All documents of title (including those in bearer form) will be retained in the custody of an Eligible Custodian nominated by JOHP and situated in the United Kingdom or overseas as applicable. (d) None of the Eligible Custodians as aforesaid shall be Associates of JOHP. However, the Client's registerable investments may at any time be registered in the name of a nominee company which is an Associate of JOHP and Client's documents of title may be held by that Associate at any time after JOHP shall have given the Client written notice of its intention to do so. Such notice shall specify the nature of its association with such Associate. ACCOUNTS, INTEREST AND DIVIDENDS 16. The following Client accounts, together with such others that may be required, will be maintained by JOHP. (a) INVESTMENT ACCOUNT The Client's investments will be held in this account. Subject to paragraphs 5 and 6, JOHP shall not lend the Client's investments to any PAGE 164 OF 198 PAGES third party and shall not borrow money on the Client's behalf against the security of the Client's investments. (b) CAPITAL ACCOUNT All uninvested cash will be held in this account by a bank chosen by JOHP. The account will be debited with the cost of purchases on the Client's behalf and with sums due and payable by the Client to JOHP and will be credited with the net proceeds of sales on the Client's behalf. Money drawn on behalf of the Client from the account shall not exceed the total of money held in the account on behalf of the Client at that time. Interest will be paid on sums standing to the credit of the account and held on the Client's behalf at the prevailing market rate. The interest will be paid quarterly and will be credited to the Income Account on the Client's behalf. (c) SETTLEMENT ACCOUNT Money debited to the Capital Account in respect of the cost of purchases made on the Client's behalf and money received and receivable upon settlement of each sale made on the Client's behalf will be credited to this account and held there until the relevant settlement date. (d) INCOME ACCOUNT Dividends and interest received on investments within the Portfolio will be credited to this account. Balances on the account will be paid away quarterly in accordance with the Client's instructions or, in the absence of such instructions, will be transferred quarterly to the Capital Account as soon as reasonably practicable after the last day of each such quarter being 5th April, 30th June, 5th October and 31st December in each year. Money drawn on behalf of the Client from the account shall not exceed the total of money held in the account on behalf of the Client at that time. Interest will not be paid on monies held in this account. (d) OFF-SHORE FUNDS In those cases where the Client is situated overseas or if the Client notifies JOHP in writing that the Client wishes cash in the Portfolio to be held outside the United Kingdom, JOHP will be (subject to applicable laws and regulations) hold such cash in a bank account outside the United Kingdom 17. The Client may at any time instruct JOHP to realise any or all of the investments in the Portfolio and may withdraw any sum standing to the credit of the Capital Account and held on the Client's behalf. 18. JOHP shall maintain separate ledger accounts on the Client's behalf. All debits from and credits to the Investment Account and/or Capital Account and/or Income Account on the Client's behalf shall be recorded in the ledger accounts, PAGE 165 OF 198 PAGES and statements of account showing all transactions, payments and receipts up to and including 5th April of each year will be sent to the Client as soon as reasonably practicable after that date. COMMUNICATIONS 19. In the interests of proper administration of the Portfolio and for related investment purposes JOHP, its representatives or employees, may call upon the Client by telephone, visit or otherwise communicate orally with the Client without express invitation. The Client's attention is drawn to the fact that the Client will forfeit any right conferred by section 56 of the Financial Services Act 1986 to treat as unenforceable any investment agreement entered into in the course of or in consequence of such a call. ADMINISTRATION 20. Contract notes in respect of every purchase and sale on the Client's behalf will be sent to the Client before the close of business on the day next following the day on which the transaction was effected. 21. JOHP will on the Client's request forward details of all transactions on the Client's behalf to the Client's tax advisor without additional charge. 22. The Client may (upon giving reasonable notice) inspect all copy contract notes, vouchers and copies of entries in books or electronic recording media kept by JOHP or to which JOHP has access relating to the transactions effected by JOHP on the Client's behalf and those records will be maintained by JOHP or JOHP will ensure that they are maintained for not less than seven years from the date of the relevant transaction. 23. All documents will be sent to the Client at the address given above unless and until otherwise directed in writing. The Client agrees that it will immediately notify JOHP in writing of any changes of address, and that JOHP will not be responsible for any consequences which may arise from failure to do so. REVIEWS AND VALUATIONS 24. JOHP will prepare reviews of the Portfolio incorporating an up-to-date valuation of each investment comprised in the Portfolio and a statement of the basis on which it was valued on a six monthly basis or at such other frequency as may be agreed between JOHP and the Client. Such reviews shall be prepared as at such half yearly or other dates as shall be agreed between JOHP and the Client from time to time (each such date being referred to as a "Valuation Date"), and JOHP will send such reviews to the Client within twenty-five business days of each Valuation Date. 25. On each Valuation Date cash will be valued at its face value and each investment will be valued at its middle market price on the relevant stock exchange at the close of business on such day or (if not a business day) on the nearest prior business day as is supplied by "Exshare" or any other suitable PAGE 166 OF 198 PAGES information service chosen by JOHP (which figures shall be binding save for manifest error). For the purpose of valuing in sterling any foreign currency or any security listed on a foreign stock exchange the price of which is quoted in currency other than sterling, the valuation and middle market exchange rates supplied by "Exshare" or any other suitable information service chosen by JOHP shall be applied. In the absence of that valuation or exchange rate, the middle market price as determined by the Daily Official List of The Stock Exchange or the equivalent list for any relevant stock exchange will be applied. If none of the foregoing methods of valuation are available, the investments in question will be valued in such other manner (by JOHP or such other person selected by JOHP) as shall in JOHP's opinion be fair. 26. JOHP accepts no liability for any period longer than 25 business days between any Valuation Date and the despatch of a review to the Client of his Portfolio which has elapsed as a result of any act or omission of any third party. VOTING AND OTHER RIGHTS 27. JOHP will be entitled at its discretion and without notice to the Client to procure or to refrain from procuring the exercise of voting and other rights and privileges attaching to the investments comprised in the Portfolio and to accede or refrain from acceding to any compromise or arrangement in relation to any scheme of arrangement or scheme for reconstruction or amalgamation involving any such investment. JOHP will not forward to the Client any circulars, notices or proxy cards received in respect of investments comprised in the Portfolio. FEES, COMMISSIONS AND EXPENSES 28. (a) The Client will pay a management fee to JOHP in respect of the period beginning with first receipt by JOHP of any investments or money from the Client and ending with a Valuation Date (as defined in paragraph 24) and each period thereafter starting with the day after any Valuation Date and ending on the next Valuation Date (or the Termination Date as defined in paragraph 39 if sooner). (b) The management fee shall be calculated in accordance with the 'Scale Rates and Charges' set out in Schedule III. (c) The management fee shall be payable not later than 14 days after despatch to the Client of an invoice which shall be sent to the Client as soon as is reasonably practicable after each Valuation Date. Unless otherwise instructed the Client's Capital Account will be debited with the amounts due to JOHP on the 14th day after despatch of such invoice. (d) In addition the Client shall reimburse JOHP for any expenses or liabilities which it may incur in properly carrying out its duties hereunder. PAGE 167 OF 198 PAGES 29. The management fee shall be deemed to have accrued on a day-to-day basis, so that, if this Agreement commences or terminates other than on a Valuation Date (as defined in paragraph 24), the amount of the fee shall be duly apportioned. 30. Commissions (as set out in Schedule III) will be payable by the Client on purchases and sales of investments together with all expenses including stamp duties, stamp duty reserve tax and VAT thereon (if applicable). The Client recognises that JOHP may gain a commission benefit from dealing in a bulk purchase or sale on behalf of JOHP's clients, one of whom may be the Client, or from return commissions which benefit JOHP shall be entitled to retain. JOHP will be free to accept and retain as an addition to its fees and commissions any other commissions which it receives in the course of its dealing on the Client's behalf: all such benefits and receipts shall supplement any other remuneration receivable by JOHP in connection with transactions effected by JOHP with or for the Client under this or any other agreement with the Client and the Client consents to all such benefits and receipts as are referred to above without prior disclosure of the same to the Client on a case-by-case basis provided that JOHP undertakes to secure for the Client best execution of all transactions effected with or through a party from whom JOHP receives such benefits and commissions, disregarding any benefit which the Client might obtain directly or indirectly as a result of such arrangements. 31. JOHP shall be entitled to alter the manner of computing or charging its fees, commissions and expenses or of paying interest on the money held on the Client's behalf in the Capital Account (including with prejudice to the generality of the foregoing its scale rates and charges) by giving one month's prior notice in writing to the Client. RESPONSIBILITY AND INSURANCE 32. JOHP will indemnify the Client in respect of any loss incurred as a result of negligence, wilful default or fraud by JOHP or any of its employees. Subject to the above, JOHP will not be responsible or liable for any claim, loss, damage, expense or costs arising by reason of any of the following: (a) any investment decision taken and acted upon in accordance with the terms of this Agreement; or (b) any delay or default in the performance of its obligations under this Agreement arising in consequence of any event or circumstance beyond the reasonable control of JOHP; or (c) any act or omission on the part of any of the banks or nominee companies controlled by them or other eligible custodians as referred to in paragraph 15 or any other person to which any of them shall have delegated its function or on the part of any other third party whatsoever; or (d) any consequential loss suffered in consequence of any act or omission of JOHP or any breach of JOHP of any term of this Agreement. PAGE 168 OF 198 PAGES 33. The Client agrees to indemnify and keep indemnified JOHP from and against all demands, claims, liabilities, losses, damages, costs and expenses whatsoever incurred by JOHP arising out of the breach by the Client of any warranty or by reason of any failure by the Client to comply with and/or perform any of the terms and conditions contained in this Agreement. 34. Where the Client is a joint account (whether or not a trust account) JOHP shall unless and until otherwise directed in writing by all the persons named in the joint account, be entitled to act on the instructions of any of them and shall not in any whatsoever be liable to the others for doing so. 35. JOHP has effected insurance to provide for the protection of the Client against losses arising from any negligence of JOHP or any dishonesty of employees of JOHP. 36. Under Section 54 of the Financial Services Act 1986 The Securities and Investments Board has established a scheme for compensating investors by which the Client may be entitled to compensation in the event of JOHP's inability to meet any liabilities to the Client. JOHP will make available to the Client upon request a statement describing the Client's rights to compensation under the scheme. DELEGATION AND USE OF AGENTS 37. JOHP may delegate any of its functions under this Agreement to an Associate and may provide information about the Client and the Portfolio to any such Associate but JOHP's liability to the Client for all matters so delegated shall not be affected thereby. JOHP shall give to the Client written notice of any delegation of a function which involves the exercise of its discretionary investment management powers. 38. JOHP may employ agents (including Associates) to perform any administrative, dealing, custodial and ancillary services required to enable JOHP to perform its services under this Agreement. JOHP undertakes to act in good faith and with due diligence in the choice and use of such agents. TERMINATION OF AGREEMENT 39. This Agreement may be terminated by either party by giving written notice of termination to the other at any time. Termination shall take effect on the day upon which the other party actually receives the notice (the "Termination Date") provided that, where the Client is a joint account, notice of termination by JOHP shall be given to every person named in the joint account and in such circumstances the Termination Date shall be deemed to be the day after the date of posting by first class recorded delivery or other appropriate means to all persons named in the joint account. 40. Upon the Termination Date, JOHP will complete expeditiously all transactions in progress at termination but will not execute any further transactions for the Client. Upon all fees, commissions, expenses and other sums due to it and any PAGE 169 OF 198 PAGES other liabilities for which it may be or become liable in connection with the management of the Portfolio being settled or adequately secured to the satisfaction of JOHP, JOHP will ensure that all investments and cash balances held on the Client's behalf will, after any outstanding security registration, stock exchange settlements and other administrative matters have been completed and as soon as reasonably practicable, be transferred to the Client or dealt with in accordance with the Client's instructions, in all cases at the cost of the Client. 41. Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payment except that JOHP may charge the Client an amount equal to: (a) the relevant proportion of the management fee, corresponding to that part of the period ending on a Valuation Date by reference to which fees are payable, which has expired when this Agreement is terminated; (b) any additional expenses which JOHP necessarily incurs in terminating this Agreement; and (c) any losses necessarily realised in settling or concluding outstanding obligations. 42. The death, bankruptcy or other incapacity or, in the case of a body corporate, the cessation of business of the Client or a petition being presented or a meeting being convened to consider a resolution for the liquidation of the Client shall not of itself terminate JOHP's appointment; but JOHP may at its discretion treat its receipt of actual notice of any such events as if it were a written notice of termination from the Client. 43. If the Client is a joint account the Client's obligations under this Agreement shall be joint and several. On the death of any of the persons constituting the Client (being survived by any such other person), the Agreement shall not terminate and, except in the case of trustees, the interest of the deceased in the Portfolio shall automatically enure to the benefit of the survivor(s) unless otherwise specified by notice in writing to JOHP. CLIENT WARRANTIES 44. The Client warrants that the Client is the beneficial owner (or the duly authorised agent of the beneficial owner) of the whole of the Portfolio free from all liens, charges, encumbrances and restrictions on transfer except insofar as advised by the Client to JOHP, and will so remain during the currency of this Agreement. 45. The Client warrants that the Client is empowered to enter into this Agreement without the consent or authority of any other party and in the case of a Client being a body corporate the Client warrants that by entering into this Agreement PAGE 170 OF 198 PAGES it is not nor will it be in breach of its Memorandum or Articles of Association or any other relevant document. GENERAL 46. Terms and expressions defined in the rules of IMRO for the time being in force shall where the context so admits bear the same meaning in this Agreement. 47. The Clause headings in this Agreement are included for ease of reference only and shall not affect its interpretation. 48. The Schedules to this Agreement are an integral part of it. 49. If the Client is an individual this Agreement shall be binding on his legal personal representatives. 50. This Agreement is personal to the parties hereto and shall not be capable of assignment. 51. Subject to clause 31, no change, alteration or modification to this Agreement or the Schedules hereto shall be made unless in writing and signed by the parties hereto. 52. Notice required or authorised to be served hereunder must be addressed to the address of the recipient stated above or to such other address as may have been notified in writing by either party hereto to the other as its address for the service of notices. In the case of notice served by the Client from outside the United Kingdom and of notice served upon the Client at an address outside the United Kingdom, the notice shall be sufficiently served if served by pre-paid letter, cable or telex. In the case of notice served by the Client from within the United Kingdom and of notice served upon the Client at an address within the United Kingdom the notice shall be sufficiently served if served by pre-paid letter. 53. If the Client makes a complaint to JOHP verbally or in writing about any service JOHP has rendered to the Client under this Agreement the complaint shall immediately be referred to JOHP's Chief Executive or to a Senior Investment Manager who was not involved in the circumstances relating to the complaint and who will investigate such circumstances. Upon the conclusion of his investigation he shall make a written report to the Client and take any action he deems necessary to rectify the matter which is the subject of the complaint. The Client has the right to refer any complaint to IMRO if the Client is not satisfied with the action taken by the Chief Executive or Senior Investment Manager, and in any event has the right to make the complaint direct to IMRO or the Investment Ombudsman without prior reference to JOHP. 54. Each party to this Agreement shall respect and protect the confidentiality of information acquired in consequence of it and shall not disclose such information to any third party save in the course of giving effect to this Agreement or as may be required by law, or where requested by regulatory PAGE 171 OF 198 PAGES authorities, or to their professional advisors where reasonably necessary for the performance of their professional services. 55. This Agreement is subject to English law and the parties hereto hereby submit to the jurisdiction of the English Courts in respect of it. PAGE 172 OF 198 PAGES SCHEDULE I THE PORTFOLIO Valuation and composition of Portfolio (see attached letter/opening valuation - where applicable) SCHEDULE II INVESTMENT POLICY, GUIDELINES AND RESTRICTIONS PART I - Investment Policy including basis of measurement of performance The investment objectives are to maintain a maximum total return commensurate with safety and the protection of the underlying value of the capital of the fund. The performance will be measured against the F.T. All Share Index, any other appropriate Index or measure of performance agreed upon by JOHP and the Client. PART II - Guidelines and Restrictions 1. There will be no restrictions placed on the types of investment in which the money comprised in the Portfolio will be invested provided that the services to be provided by JOHP will not include advising on or effecting Contingent Liability Transactions, nor will they, without the express prior authority of the Client, relate to options, futures or contracts for differences (or to any right or interest in such investments). 2. The contents of the Portfolio may be invested in any market save for the following. There shall be no restriction on the amount of monies or proportion of the Portfolio invested in any one investment or type of investment permitted hereunder provided that, subject to the provisions relating to overdraft contained in paragraph 6 of this Agreement, under no circumstances will JOHP make investments on behalf of the Client to a value in excess of the aggregate of the value of the funds and securities held by JOHP on behalf of the Client in the accounts referred to in paragraph 16 of this Agreement. PART III - Risk Warnings and Risk Disclosure Statement PAGE 173 OF 198 PAGES Investments Denominated in Foreign Currencies If a liability of the Client in one currency is to be matched by an asset in a different currency, or if JOHP provides services under this Agreement relating to an investment denominated in a foreign currency, a movement in exchange rates may have an effect which may be either favourable or unfavourable on the investment, which effect may be separate from the gain or loss otherwise experienced on such investment. Investments not readily realisable Certain categories of investments comprised in the Portfolio may not be readily realisable. You should be aware that there can be no certainty that market makers or brokers will be prepared to deal in such investments and that proper information for determining their current value may not be available. Warrants A warrant is a right to subscribe for shares, debentures, loan stock or government securities, and is exercisable against the original issuer of the securities. Warrants often involve a high degree of gearing so that a relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavourable as well as favourable, in the price of the warrant. The prices of warrants can therefore be volatile. Stabilisation This statement is made in compliance with Rule 14 of Chapter IV of the rules of IMRO. "We or our representatives may from time to time effect on your behalf or recommend to you transactions in securities which are the subject of a recent new issue where the price of those transactions may have been influenced by bids made or transactions effected for the purpose of stabilising the price of those securities. You should read the explanation below carefully. Its purpose is to enable you to judge whether you wish your funds to be invested at all in such securities or, if so, whether you wish to authorise us generally to effect transactions in such securities on your behalf without further reference to you or whether you wish to be consulted before any particular transaction is effected on your behalf. Stabilisation is a process whereby the market price of a security is pegged or fixed during the period in which a new issue of securities is sold to the public. Stabilisation may take place in the new issue or in other securities related to the new issue in such a way that the price of the other securities may affect the price of the new issue or vice versa. The reason stabilisation is permitted is that when a new issue is brought to market the sudden glut will sometimes force the price lower for a period of time before buyers are found for the securities on offer. PAGE 174 OF 198 PAGES As long as he obeys a strict set of rules the "stabilising manager", normally the issuing house chiefly responsible for bringing a new issue to market, is entitled to buy securities in the market that he has previously sold to investors or allotted to institutions who were included in the new issue but who have decided not to continue participating. The effect of this may be to keep the price at a higher level than would otherwise be the case during the period of stabilising. The rules limit the period in which he may stabilise, fix the price at which he may stabilise (in the case of shares and warrants but not bonds), and require him to disclose that he may be (but not that he is) stabilising. The fact that a new issue or a related security is being stabilised does not in itself mean that investors are not interested in the issue, but neither should the existence of transactions in an issue where stabilising may take place be relied upon as an indication that investors are interested in the new issue or interested in purchasing at the price at which transactions are taking place". PAGE 175 OF 198 PAGES SCHEDULE III Scale Rates and Charges MANAGEMENT FEES To be levied six monthly DISCRETIONARY PORTFOLIO SERVICE 1% per annum on portfolios of up to (pound)2,500,000 Large Portfolios (Over (pound)2,500,000) - by negotiation COMMISSION RATES EQUITIES GILTS/FIXED INTEREST (Minimum commissions (pound)30 per contract) All transactions are subject to a handling charge of (pound)12.50 per transaction in the case of UK registered securities ((pound)20 for non-UK registered securities) VALUE ADDED TAX This will be charged on the fees shown above at the appropriate rate where applicable PAGE 176 OF 198 PAGES FOR JO HAMBRO & PARTNERS LIMITED /s/ Christopher Mills 1/10/96 - ------------------------------------ ------------------ FOR THE CLIENT* /s/ J. Gilbert 28/10/96 - ------------------------------------ ------------------ /s/ Jan Gilbert - ------------------------------------ ------------------ - ------------------------------------ *The Client should sign here as follows. AN INDIVIDUAL OR INDIVIDUALS. The individual should sign his/her usual signature and insert the date. Where the Client is a joint account all persons named in the joint account should sign. A COMPANY. The Company's duly authorised signatory should sign and insert the date. Please let JOHP have a certified true copy of a Board resolution confirming the appointment of JOHP as investment manager and authorising the signature of the Agreement. Please provide an up-to-date copy of the Memorandum and Articles of Association and the Certificate of Incorporation which will be returned. A TRUST OF PENSION FUND. All the trustees should sign and insert the date. Please let JOHP have a copy of the Trust Deed. A PARTNERSHIP. All the partners should sign and insert the date. PAGE 177 OF 198 PAGES EX-99.(K) 12 INVESTMENT MANAGEMENT AGREEMENT EXHIBIT (k) CLIENT AGREEMENT THE SUPERANNUATION FUND OF WIGAN RICHARDSON INTERNATIONAL LIMITED PAGE 178 OF 198 PAGES JO HAMBRO & PARTNERS LIMITED ---------------------------- REGULATED BY IMRO IN THE CONDUCT OF INVESTMENT BUSINESS THIS INVESTMENT MANAGEMENT AGREEMENT IS MADE THE DAY OF 19 BETWEEN: (1) JO HAMBRO & PARTNERS LIMITED ("JOHP") a member of the Investment Management Regulatory Organization Limited ("IMRO") and regulated in the conduct of investment business by it, whose registered office is at 10 Park Place, London SW1A 1LP; and (2) The Superannuation Fund of Wigan Richardson International Limited ----------------------------------------------------------------------- (portfolio name) (hereafter known as the "Client") of National Westminster Bank Chambers, Church Road ------------------------------------------------------------------- Paddock Wood, Tonbridge, Kent, TN12 6EP ----------------------------------------------------------------------- (address) NOW IT IS HEREBY AGREED as follows: APPOINTMENT AND STATUS OF CLIENT 1. The Client, a Private Customer as defined in the Rules of IMRO, hereby appoints JOHP to act as discretionary investment manager, subject to the terms and conditions hereof, in relation to the Client's investments and cash which are from time to time placed under the management of JOHP (the "Portfolio") and JOHP hereby agrees to manage and administer the Portfolio. The appointment will commence on the date on which this Agreement is delivered to JOHP by the Client having been signed first by the Client then by JOHP. The assets comprising the Portfolio and their opening value are set out in Schedule 1. MANAGEMENT OF INVESTMENTS 2. JOHP shall have complete discretion, power and authority to manage the Portfolio and to make investments and changes in investments on the Client's behalf and as the Client's agent within the investment policy agreed between JOHP and the Client and set out in Part 1 of Schedule II. Such policy shall be subject to the guidelines and restrictions set out in Part II of Schedule II and to any guidelines, restrictions and instructions specified in writing from time to time by the Client or by the Client's duly authorized agent (written notice of whose authority shall have been received by JOHP). The Client's attention is specifically drawn to the warnings set out in Part III of Schedule II. 3. JOHP shall not be obliged to undertake the management of investments the management of which would in its opinion be onerous to it. PAGE 179 OF 198 PAGES DEALING TERMS 4. Subject as set out in paragraph 9, in effecting transactions for the Portfolio JOHP shall seek best execution at all times and may (subject to the investment policy set out in Part I of Schedule II) deal on such markets or exchanges and with such counterparties as it thinks fit. The Client agrees that all such transactions will be effected in accordance with the rules and regulations of the relevant market or exchange and that JOHP may take all such steps as may be required or permitted by such rules and regulations and/or by good market practice. 5. The Client's investments or documents of title or certificates evidencing title to investments or any other property belonging to the Client will not be lent by JOHP to a third party except as otherwise agreed between the Client and JOHP in writing. 6. JOHP may supplement the funds in the Portfolio by borrowing on the Client's behalf but only for the purpose of funding short-term deficiencies arising in the normal course of JOHP's duties hereunder to an extent which is not material in the context of the Portfolio taken as a whole. JOHP will not borrow money on the Client's behalf against the security of any of the Client's investments, documents of title or property. 7. JOHP may commit the Client to underwrite any issue or offer for sale of securities without the Client's prior written consent. 8. JOHP may act as principal in any transaction for the Client provided that JOHP shall secure for the Client best execution of such transaction. 9. Subject to the IMRO Rules, JOHP may, without prior reference to the Client, enter into a transaction on behalf of more than one client collectively. 10. JOHP has the right under this Agreement to effect transactions on the Client's behalf in investments the price of which may be being stabilized. The attention of the Client is referred to the statement contained in Schedule II relating to stabilization. Signature of this Agreement by or on behalf of the Client shall act as acknowledgment by the Client of receipt of such statement prior to entry into this Agreement. CONFLICTS OF INTEREST 11. Subject to paragraphs 12 and 13, JOHP shall not undertake any transactions on the Client's behalf in which JOHP has directly or indirectly a material interest or have any relationship with another party which may involve a conflict with JOHP's duty to the Client unless that interest or relationship is disclosed in writing to the Client. PAGE 180 OF 198 PAGES 12. The Client's Portfolio may contain securities of which the issue or offer for sale is underwritten, managed or arranged by an Associate (as defined in the Rules of IMRO) of JOHP during the preceding twelve months. 13. The Client understands that JOHP's directors or staff may from time to time hold shares or securities including holdings that may be in the Portfolio, and that JOHP's directors or staff may from time to time be directors of companies whose shares are held in the Portfolio. 14. The Client acknowledges that JOHP may acquire or dispose of on the Client's behalf shares or units in any fund, company, trust or Collective Investment Scheme (as defined by the Rules of IMRO) under JOHP's management (or in a fund, company, trust or Collective Investment Scheme connected with JOHP) if JOHP considers such an investment to be appropriate for inclusion in or exclusion from the Portfolio. CUSTODIAL SERVICES 15. (a) Save where the Client has notified JOHP in accordance with paragraph 15(b), in those cases where the Client is situated in the United Kingdom registerable investments will be registered in the name of an Eligible Custodian (as defined in the Rules of IMRO) situated in the United Kingdom and nominated by JOHP. (b) In those cases where the Client is situated overseas or where the Client so requests by notice in writing to JOHP, registerable investments will be registered in the name of an Eligible Custodian situated outside the United Kingdom and nominated by JOHP. (c) All documents of title (including those in bearer form) will be retained in the custody of an Eligible Custodian nominated by JOHP and situated in the United Kingdom or overseas as applicable. (d) None of the Eligible Custodians as aforesaid shall be Associates of JOHP. However, the Client's registerable investments may at any time be registered in the name of a nominee company which is an Associate of JOHP and Client's documents of title may be held by that Associate at any time after JOHP shall have given the Client written notice of its intention to do so. Such notice shall specify the nature of its association with such Associate. ACCOUNTS, INTEREST AND DIVIDENDS 16. The following Client accounts, together with such others that may be required, will be maintained by JOHP. (A) INVESTMENT ACCOUNT The Client's investments will be held in this account. Subject to paragraphs 5 and 6, JOHP shall not lend the Client's investments to any PAGE 181 OF 198 PAGES third party and shall not borrow money on the Client's behalf against the security of the Client's investments. (B) CAPITAL ACCOUNT All uninvested cash will be held in this account by a bank chosen by JOHP. The account will be debited with the cost of purchases on the Client's behalf and with sums due and payable by the Client to JOHP and will be credited with the net proceeds of sales on the Client's behalf. Money drawn on behalf of the Client from the account shall not exceed the total of money held in the account on behalf of the Client at that time. Interest will be paid on sums standing to the credit of the account and held on the Client's behalf at the prevailing market rate. The interest will be paid quarterly and will be credited to the Income Account on the Client's behalf. (C) SETTLEMENT ACCOUNT Money debited to the Capital Account in respect of the cost of purchases made on the Client's behalf and money received and receivable upon settlement of each sale made on the Client's behalf will be credited to this account and held there until the relevant settlement date. (D) INCOME ACCOUNT Dividends and interest received on investments within the Portfolio will be credited to this account. Balances on the account will be paid away quarterly in accordance with the Client's instructions or, in the absence of such instructions, will be transferred quarterly to the Capital Account as soon as reasonably practicable after the last day of each such quarter being 5th April, 30th June, 5th October and 31st December in each year. Money drawn on behalf of the Client from the account shall not exceed the total of money held in the account on behalf of the Client at that time. Interest will not be paid on monies held in this account. (d) OFF-SHORE FUNDS In those cases where the Client is situated overseas or if the Client notifies JOHP in writing that the Client wishes cash in the Portfolio to be held outside the United Kingdom, JOHP will be (subject to applicable laws and regulations) hold such cash in a bank account outside the United Kingdom 17. The Client may at any time instruct JOHP to realise any or all of the investments in the Portfolio and may withdraw any sum standing to the credit of the Capital Account and held on the Client's behalf. 18. JOHP shall maintain separate ledger accounts on the Client's behalf. All debits from and credits to the Investment Account and/or Capital Account and/or Income Account on the Client's behalf shall be recorded in the ledger accounts, PAGE 182 OF 198 PAGES and statements of account showing all transactions, payments and receipts up to and including 5th April of each year will be sent to the Client as soon as reasonably practicable after that date. COMMUNICATIONS 19. In the interests of proper administration of the Portfolio and for related investment purposes JOHP, its representatives or employees, may call upon the Client by telephone, visit or otherwise communicate orally with the Client without express invitation. The Client's attention is drawn to the fact that the Client will forfeit any right conferred by section 56 of the Financial Services Act 1986 to treat as unenforceable any investment agreement entered into in the course of or in consequence of such a call. ADMINISTRATION 20. Contract notes in respect of every purchase and sale on the Client's behalf will be sent to the Client before the close of business on the day next following the day on which the transaction was effected. 21. JOHP will on the Client's request forward details of all transactions on the Client's behalf to the Client's tax advisor without additional charge. 22. The Client may (upon giving reasonable notice) inspect all copy contract notes, vouchers and copies of entries in books or electronic recording media kept by JOHP or to which JOHP has access relating to the transactions effected by JOHP on the Client's behalf and those records will be maintained by JOHP or JOHP will ensure that they are maintained for not less than seven years from the date of the relevant transaction. 23. All documents will be sent to the Client at the address given above unless and until otherwise directed in writing. The Client agrees that it will immediately notify JOHP in writing of any changes of address, and that JOHP will not be responsible for any consequences which may arise from failure to do so. REVIEWS AND VALUATIONS 24. JOHP will prepare reviews of the Portfolio incorporating an up-to-date valuation of each investment comprised in the Portfolio and a statement of the basis on which it was valued on a six monthly basis or at such other frequency as may be agreed between JOHP and the Client. Such reviews shall be prepared as at such half yearly or other dates as shall be agreed between JOHP and the Client from time to time (each such date being referred to as a "Valuation Date"), and JOHP will send such reviews to the Client within twenty-five business days of each Valuation Date. 25. On each Valuation Date cash will be valued at its face value and each investment will be valued at its middle market price on the relevant stock exchange at the close of business on such day or (if not a business day) on the nearest prior business day as is supplied by "Exshare" or any other suitable PAGE 183 OF 198 PAGES information service chosen by JOHP (which figures shall be binding save for manifest error). For the purpose of valuing in sterling any foreign currency or any security listed on a foreign stock exchange the price of which is quoted in currency other than sterling, the valuation and middle market exchange rates supplied by "Exshare" or any other suitable information service chosen by JOHP shall be applied. In the absence of that valuation or exchange rate, the middle market price as determined by the Daily Official List of The Stock Exchange or the equivalent list for any relevant stock exchange will be applied. If none of the foregoing methods of valuation are available, the investments in question will be valued in such other manner (by JOHP or such other person selected by JOHP) as shall in JOHP's opinion be fair. 26. JOHP accepts no liability for any period longer than 25 business days between any Valuation Date and the despatch of a review to the Client of his Portfolio which has elapsed as a result of any act or omission of any third party. VOTING AND OTHER RIGHTS 27. JOHP will be entitled at its discretion and without notice to the Client to procure or to refrain from procuring the exercise of voting and other rights and privileges attaching to the investments comprised in the Portfolio and to accede or refrain from acceding to any compromise or arrangement in relation to any scheme of arrangement or scheme for reconstruction or amalgamation involving any such investment. JOHP will not forward to the Client any circulars, notices or proxy cards received in respect of investments comprised in the Portfolio. FEES, COMMISSIONS AND EXPENSES 28. (a) The Client will pay a management fee to JOHP in respect of the period beginning with first receipt by JOHP of any investments or money from the Client and ending with a Valuation Date (as defined in paragraph 24) and each period thereafter starting with the day after any Valuation Date and ending on the next Valuation Date (or the Termination Date as defined in paragraph 39 if sooner). (b) The management fee shall be calculated in accordance with the'Scale Rates and Charges' set out in Schedule III. (c) The management fee shall be payable not later than 14 days after despatch to the Client of an invoice which shall be sent to the Client as soon as is reasonably practicable after each Valuation Date. Unless otherwise instructed the Client's Capital Account will be debited with the amounts due to JOHP on the 14th day after despatch of such invoice. (d) In addition the Client shall reimburse JOHP for any expenses or liabilities which it may incur in properly carrying out its duties hereunder. PAGE 184 OF 198 PAGES 29. The management fee shall be deemed to have accrued on a day-to-day basis, so that, if this Agreement commences or terminates other than on a Valuation Date (as defined in paragraph 24), the amount of the fee shall be duly apportioned. 30. Commissions (as set out in Schedule III) will be payable by the Client on purchases and sales of investments together with all expenses including stamp duties, stamp duty reserve tax and VAT thereon (if applicable). The Client recognises that JOHP may gain a commission benefit from dealing in a bulk purchase or sale on behalf of JOHP's clients, one of whom may be the Client, or from return commissions which benefit JOHP shall be entitled to retain. JOHP will be free to accept and retain as an addition to its fees and commissions any other commissions which it receives in the course of its dealing on the Client's behalf: all such benefits and receipts shall supplement any other remuneration receivable by JOHP in connection with transactions effected by JOHP with or for the Client under this or any other agreement with the Client and the Client consents to all such benefits and receipts as are referred to above without prior disclosure of the same to the Client on a case-by-case basis provided that JOHP undertakes to secure for the Client best execution of all transactions effected with or through a party from whom JOHP receives such benefits and commissions, disregarding any benefit which the Client might obtain directly or indirectly as a result of such arrangements. 31. JOHP shall be entitled to alter the manner of computing or charging its fees, commissions and expenses or of paying interest on the money held on the Client's behalf in the Capital Account (including with prejudice to the generality of the foregoing its scale rates and charges) by giving one month's prior notice in writing to the Client. RESPONSIBILITY AND INSURANCE 32. JOHP will indemnify the Client in respect of any loss incurred as a result of negligence, wilful default or fraud by JOHP or any of its employees. Subject to the above, JOHP will not be responsible or liable for any claim, loss, damage, expense or costs arising by reason of any of the following: (a) any investment decision taken and acted upon in accordance with the terms of this Agreement; or (b) any delay or default in the performance of its obligations under this Agreement arising in consequence of any event or circumstance beyond the reasonable control of JOHP; or (c) any act or omission on the part of any of the banks or nominee companies controlled by them or other eligible custodians as referred to in paragraph 15 or any other person to which any of them shall have delegated its function or on the part of any other third party whatsoever; or (d) any consequential loss suffered in consequence of any act or omission of JOHP or any breach of JOHP of any term of this Agreement. PAGE 185 OF 198 PAGES 33. The Client agrees to indemnify and keep indemnified JOHP from and against all demands, claims, liabilities, losses, damages, costs and expenses whatsoever incurred by JOHP arising out of the breach by the Client of any warranty or by reason of any failure by the Client to comply with and/or perform any of the terms and conditions contained in this Agreement. 34. Where the Client is a joint account (whether or not a trust account) JOHP shall unless and until otherwise directed in writing by all the persons named in the joint account, be entitled to act on the instructions of any of them and shall not in any whatsoever be liable to the others for doing so. 35. JOHP has effected insurance to provide for the protection of the Client against losses arising from any negligence of JOHP or any dishonesty of employees of JOHP. 36. Under Section 54 of the Financial Services Act 1986 The Securities and Investments Board has established a scheme for compensating investors by which the Client may be entitled to compensation in the event of JOHP's inability to meet any liabilities to the Client. JOHP will make available to the Client upon request a statement describing the Client's rights to compensation under the scheme. DELEGATION AND USE OF AGENTS 37. JOHP may delegate any of its functions under this Agreement to an Associate and may provide information about the Client and the Portfolio to any such Associate but JOHP's liability to the Client for all matters so delegated shall not be affected thereby. JOHP shall give to the Client written notice of any delegation of a function which involves the exercise of its discretionary investment management powers. 38. JOHP may employ agents (including Associates) to perform any administrative, dealing, custodial and ancillary services required to enable JOHP to perform its services under this Agreement. JOHP undertakes to act in good faith and with due diligence in the choice and use of such agents. TERMINATION OF AGREEMENT 39. This Agreement may be terminated by either party by giving written notice of termination to the other at any time. Termination shall take effect on the day upon which the other party actually receives the notice (the "Termination Date") provided that, where the Client is a joint account, notice of termination by JOHP shall be given to every person named in the joint account and in such circumstances the Termination Date shall be deemed to be the day after the date of posting by first class recorded delivery or other appropriate means to all persons named in the joint account. 40. Upon the Termination Date, JOHP will complete expeditiously all transactions in progress at termination but will not execute any further transactions for the PAGE 186 OF 198 PAGES Client. Upon all fees, commissions, expenses and other sums due to it and any other liabilities for which it may be or become liable in connection with the management of the Portfolio being settled or adequately secured to the satisfaction of JOHP, JOHP will ensure that all investments and cash balances held on the Client's behalf will, after any outstanding security registration, stock exchange settlements and other administrative matters have been completed and as soon as reasonably practicable, be transferred to the Client or dealt with in accordance with the Client's instructions, in all cases at the cost of the Client. 41. Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payment except that JOHP may charge the Client an amount equal to: (a) the relevant proportion of the management fee, corresponding to that part of the period ending on a Valuation Date by reference to which fees are payable, which has expired when this Agreement is terminated; (b) any additional expenses which JOHP necessarily incurs in terminating this Agreement; and (c) any losses necessarily realised in settling or concluding outstanding obligations. 42. The death, bankruptcy or other incapacity or, in the case of a body corporate, the cessation of business of the Client or a petition being presented or a meeting being convened to consider a resolution for the liquidation of the Client shall not of itself terminate JOHP's appointment; but JOHP may at its discretion treat its receipt of actual notice of any such events as if it were a written notice of termination from the Client. 43. If the Client is a joint account the Client's obligations under this Agreement shall be joint and several. On the death of any of the persons constituting the Client (being survived by any such other person), the Agreement shall not terminate and, except in the case of trustees, the interest of the deceased in the Portfolio shall automatically enure to the benefit of the survivor(s) unless otherwise specified by notice in writing to JOHP. CLIENT WARRANTIES 44. The Client warrants that the Client is the beneficial owner (or the duly authorised agent of the beneficial owner) of the whole of the Portfolio free from all liens, charges, encumbrances and restrictions on transfer except insofar as advised by the Client to JOHP, and will so remain during the currency of this Agreement. 45. The Client warrants that the Client is empowered to enter into this Agreement without the consent or authority of any other party and in the case of a Client being a body corporate the Client warrants that by entering into this Agreement PAGE 187 OF 198 PAGES it is not nor will it be in breach of its Memorandum or Articles of Association or any other relevant document. GENERAL 46. Terms and expressions defined in the rules of IMRO for the time being in force shall where the context so admits bear the same meaning in this Agreement. 47. The Clause headings in this Agreement are included for ease of reference only and shall not affect its interpretation. 48. The Schedules to this Agreement are an integral part of it. 49. If the Client is an individual this Agreement shall be binding on his legal personal representatives. 50. This Agreement is personal to the parties hereto and shall not be capable of assignment. 51. Subject to clause 31, no change, alteration or modification to this Agreement or the Schedules hereto shall be made unless in writing and signed by the parties hereto. 52. Notice required or authorised to be served hereunder must be addressed to the address of the recipient stated above or to such other address as may have been notified in writing by either party hereto to the other as its address for the service of notices. In the case of notice served by the Client from outside the United Kingdom and of notice served upon the Client at an address outside the United Kingdom, the notice shall be sufficiently served if served by pre-paid letter, cable or telex. In the case of notice served by the Client from within the United Kingdom and of notice served upon the Client at an address within the United Kingdom the notice shall be sufficiently served if served by pre-paid letter. 53. If the Client makes a complaint to JOHP verbally or in writing about any service JOHP has rendered to the Client under this Agreement the complaint shall immediately be referred to JOHP's Chief Executive or to a Senior Investment Manager who was not involved in the circumstances relating to the complaint and who will investigate such circumstances. Upon the conclusion of his investigation he shall make a written report to the Client and take any action he deems necessary to rectify the matter which is the subject of the complaint. The Client has the right to refer any complaint to IMRO if the Client is not satisfied with the action taken by the Chief Executive or Senior Investment Manager, and in any event has the right to make the complaint direct to IMRO or the Investment Ombudsman without prior reference to JOHP. 54. Each party to this Agreement shall respect and protect the confidentiality of information acquired in consequence of it and shall not disclose such information to any third party save in the course of giving effect to this Agreement or as may be required by law, or where requested by regulatory PAGE 188 OF 198 PAGES authorities, or to their professional advisors where reasonably necessary for the performance of their professional services. 55. This Agreement is subject to English law and the parties hereto hereby submit to the jurisdiction of the English Courts in respect of it. PAGE 189 OF 198 PAGES SCHEDULE I THE PORTFOLIO Valuation and composition of Portfolio (see attached letter/opening valuation - where applicable) SCHEDULE II INVESTMENT POLICY, GUIDELINES AND RESTRICTIONS PART I - Investment Policy including basis of measurement of performance The investment objectives are to maintain a maximum total return commensurate with safety and the protection of the underlying value of the capital of the fund. The performance will be measured against the F.T. All Share Index, any other appropriate Index or measure of performance agreed upon by JOHP and the Client. PART II - Guidelines and Restrictions 1. There will be no restrictions placed on the types of investment in which the money comprised in the Portfolio will be invested provided that the services to be provided by JOHP will not include advising on or effecting Contingent Liability Transactions, nor will they, without the express prior authority of the Client, relate to options, futures or contracts for differences (or to any right or interest in such investments). 2. The contents of the Portfolio may be invested in any market save for the following. There shall be no restriction on the amount of monies or proportion of the Portfolio invested in any one investment or type of investment permitted hereunder provided that, subject to the provisions relating to overdraft contained in paragraph 6 of this Agreement, under no circumstances will JOHP make investments on behalf of the Client to a value in excess of the aggregate of the value of the funds and securities held by JOHP on behalf of the Client in the accounts referred to in paragraph 16 of this Agreement. PART III - Risk Warnings and Risk Disclosure Statement PAGE 190 OF 198 PAGES Investments Denominated in Foreign Currencies If a liability of the Client in one currency is to be matched by an asset in a different currency, or if JOHP provides services under this Agreement relating to an investment denominated in a foreign currency, a movement in exchange rates may have an effect which may be either favourable or unfavourable on the investment, which effect may be separate from the gain or loss otherwise experienced on such investment. Investments not readily realisable Certain categories of investments comprised in the Portfolio may not be readily realisable. You should be aware that there can be no certainty that market makers or brokers will be prepared to deal in such investments and that proper information for determining their current value may not be available. Warrants A warrant is a right to subscribe for shares, debentures, loan stock or government securities, and is exercisable against the original issuer of the securities. Warrants often involve a high degree of gearing so that a relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavourable as well as favourable, in the price of the warrant. The prices of warrants can therefore be volatile. Stabilisation This statement is made in compliance with Rule 14 of Chapter IV of the rules of IMRO. "We or our representatives may from time to time effect on your behalf or recommend to you transactions in securities which are the subject of a recent new issue where the price of those transactions may have been influenced by bids made or transactions effected for the purpose of stabilising the price of those securities. You should read the explanation below carefully. Its purpose is to enable you to judge whether you wish your funds to be invested at all in such securities or, if so, whether you wish to authorise us generally to effect transactions in such securities on your behalf without further reference to you or whether you wish to be consulted before any particular transaction is effected on your behalf. Stabilisation is a process whereby the market price of a security is pegged or fixed during the period in which a new issue of securities is sold to the public. Stabilisation may take place in the new issue or in other securities related to the new issue in such a way that the price of the other securities may affect the price of the new issue or vice versa. The reason stabilisation is permitted is that when a new issue is brought to market the sudden glut will sometimes force the price lower for a period of time before buyers are found for the securities on offer. PAGE 191 OF 198 PAGES As long as he obeys a strict set of rules the "stabilising manager", normally the issuing house chiefly responsible for bringing a new issue to market, is entitled to buy securities in the market that he has previously sold to investors or allotted to institutions who were included in the new issue but who have decided not to continue participating. The effect of this may be to keep the price at a higher level than would otherwise be the case during the period of stabilising. The rules limit the period in which he may stabilise, fix the price at which he may stabilise (in the case of shares and warrants but not bonds), and require him to disclose that he may be (but not that he is) stabilising. The fact that a new issue or a related security is being stabilised does not in itself mean that investors are not interested in the issue, but neither should the existence of transactions in an issue where stabilising may take place be relied upon as an indication that investors are interested in the new issue or interested in purchasing at the price at which transactions are taking place". PAGE 192 OF 198 PAGES SCHEDULE III Scale Rates and Charges MANAGEMENT FEES To be levied six monthly DISCRETIONARY PORTFOLIO SERVICE 1% per annum on portfolios of up to (pound)2,500,000 Large Portfolios (Over (pound)2,500,000) - by negotiation
COMMISSION RATES EQUITIES GILTS/FIXED INTEREST 1.25% on transactions up to(pound)10,000 0.5% on transactions up to(pound)10,000 0.50% thereafter 0.25% on the next(pound)40,000 0.125% thereafter
(Minimum commissions (pound)30 per contract) All transactions are subject to a handling charge of (pound)12.50 per transaction in the case of UK registered securities ((pound)20 for non-UK registered securities) VALUE ADDED TAX This will be charged on the fees shown above at the appropriate rate where applicable PAGE 193 OF 198 PAGES FOR JO HAMBRO & PARTNERS LIMITED 26th Feb. 1997 Date /s/ James Hambro - -------------------------------------------- -------------------------- FOR THE CLIENT* 18 Feb. 1997 /s/ M. Wigan - -------------------------------------------- -------------------------- /s/ L.G. Kapellar /s/ K.K. Watkiss - -------------------------------------------- -------------------------- /s/ C.J. Barker - -------------------------------------------- *The Client should sign here as follows. AN INDIVIDUAL OR INDIVIDUALS. The individual should sign his/her usual signature and insert the date. Where the Client is a joint account all persons named in the joint account should sign. A COMPANY. The Company's duly authorised signatory should sign and insert the date. Please let JOHP have a certified true copy of a Board resolution confirming the appointment of JOHP as investment manager and authorising the signature of the Agreement. Please provide an up-to-date copy of the Memorandum and Articles of Association and the Certificate of Incorporation which will be returned. A TRUST OF PENSION FUND. All the trustees should sign and insert the date. Please let JOHP have a copy of the Trust Deed. A PARTNERSHIP. All the partners should sign and insert the date. PAGE 194 OF 198 PAGES EX-99.(L) 13 JOINT FILING AGREEMENT EXHIBIT (l) JOINT FILING AGREEMENT PAGE 195 OF 198 PAGES JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D dated September 9, 1997 with respect to the shares of common stock, Class A $0.10 par value, of Figgie International Inc. and any further amendments thereto executed by each or any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Date: September 9, 1997 AMERICAN OPPORTUNITY TRUST PLC By: J O Hambro & Partners Limited, Its investment advisor By: /s/ R.C.O. Hellyer --------------------------------- Name: R.C.O. Hellyer Title: Director Date: September 9, 1997 NORTH ATLANTIC SMALLER COMPANIES INVESTMENT TRUST PLC By: J O Hambro & Partners Limited, Its investment advisor By: /s/ R.C.O. Hellyer --------------------------------- Name: R.C.O. Hellyer Title: Director Date: September 9, 1997 J O HAMBRO & PARTNERS LIMITED By: /s/ R.C.O. Hellyer --------------------------------- Name: R.C.O. Hellyer Title: Director PAGE 196 OF 198 PAGES Date: September 9, 1997 J O HAMBRO & COMPANY LIMITED By: /s/ R.C.O. Hellyer --------------------------------- Name: R.C.O. Hellyer Title: Director Date: September 9, 1997 J O HAMBRO ASSET MANAGEMENT LIMITED By: /s/ R.C.O. Hellyer --------------------------------- Name: R.C.O. Hellyer Title: Director PAGE 197 OF 198 PAGES Date: September 9, 1997 GROWTH FINANCIAL SERVICES LIMITED (formerly GROWTH INVESTMENT MANAGEMENT LIMITED) By: /s/ Christopher H. B. Mills --------------------------------- Name: C. H. B. Mills Title: Director Date: September 9, 1997 ORYX INTERNATIONAL GROWTH FUND LIMITED By: J O Hambro & Partners Limited, --------------------------------- Its investment advisor By: /s/ R.C.O. Hellyer --------------------------------- Name: R.C.O. Hellyer Title: Director Date: September 9, 1997 CONSULTA (CHANNEL ISLANDS) LTD By: /s/ Peter A. Heaps --------------------------------- Name: Peter A. Heaps Title: Director Date: September 9, 1997 CHRISTOPHER MILLS /s/ Christopher Mills ------------------------------------- PAGE 198 OF 198 PAGES -----END PRIVACY-ENHANCED MESSAGE-----