-----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, UEbCISJCAwEGVS5Z/CV8afqA+LISjMPcg0fxvguKv85cLi47POOsnQldcKCK+iwB Pif9c+90qTjNnfEmcFr2IA== 0000896415-96-000091.txt : 19960926 0000896415-96-000091.hdr.sgml : 19960926 ACCESSION NUMBER: 0000896415-96-000091 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960925 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GARDNER DENVER MACHINERY INC CENTRAL INDEX KEY: 0000916459 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 760419383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43223 FILM NUMBER: 96634034 BUSINESS ADDRESS: STREET 1: 1800 GARDNER EXPRESSWAY STREET 2: P O BOX 528 CITY: QUINCY STATE: IL ZIP: 62301 BUSINESS PHONE: 2172225400 MAIL ADDRESS: STREET 1: 1800 GARDNER EXPRESSWAY STREET 2: P O BOX 528 CITY: QUINCY STATE: IL ZIP: 62301 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/A 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/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GARDNER DENVER MACHINERY INC. ---------------------------------------------------------------- (Name of issuer) Common Stock, par value $0.01 per share ---------------------------------------------------------------- (Title of class of securities) 365558105 ----------------------------- (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) September 16, 1996 ------------------------------------------------------------ (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 []. Check the following box if a fee is being paid with the statement [] . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Exhibit Index appears on page _____. Page 1 of ___ Pages 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 2 of ___ Pages 13D CUSIP No. 365558105 Page 3 of ___ 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 (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 8. SHARED VOTING POWER OWNED BY 125,000 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 125,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14. TYPE OF REPORTING PERSON* IA, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 365558105 Page 4 of ___ 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 8. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 365558105 Page 5 of ___ 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 8. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON* IV, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 365558105 Page 6 of ___ 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 8. SHARE VOTING POWER OWNED BY 125,000 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITVE POWER 125,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 365558105 Page 7 of ___ Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS J O Hambro Investment 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 8. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON* IA, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 365558105 Page 8 of ___ 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 8. SHARED VOTING POWER OWNED BY 125,000 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 125,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 365558105 Page 9 of ___ 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 8. SHARED VOTING POWER OWNED BY 125,000 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 125,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 365558105 Page 10 of ___ 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 8. SHARED VOTING POWER OWNED BY 85,000 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 85,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14. TYPE OF REPORTING PERSON* IV, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 365558105 Page 11 of ___ Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. 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 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 40,000 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 40,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% 14. TYPE OF REPORTING PERSON* IV, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 365558105 Page 12 of ___ Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. 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 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 40,000 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 40,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% 14. TYPE OF REPORTING PERSON* IA, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! AMENDMENT NO. 1 TO STATEMENT ON SCHEDULE 13D This Amendment No. 1 to Statement on Schedule 13D (the "Amendment") amends and restates the Statement on Schedule 13D (the "Schedule 13D") filed on October 18, 1995 with the Securities and Exchange Commission. Item 1. Security and Issuer Item 1 is amended and restated in its entirety as follows: This statement relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of Gardner Denver Machinery Inc., a Delaware corporation (the "Company"), that has its principal executive offices at 1800 Gardner Expressway, Quincy, Illinois 62301. Item 2. Identity and Background. Item 2 is amended and restated in its entirety as follows: 2 (a-c, f). I. Filing Parties: This Statement is filed on behalf of the following ten persons, who are collectively referred to as the "Filing Parties": 1. 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 and various private clients. 2. 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 Harwood Bernard Mills to NASCIT. 3. North Atlantic Smaller Companies Investment Trust plc ("NASCIT"), formerly named Consolidated Venture 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. NASCIT is a publicly-held investment trust company. Christopher Harwood Bernard Mills and J O Hambro & Partners serve as co-investment advisers to NASCIT. 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 Page 13 of ___ Pages director of NASCIT and American Opportunity Trust, as a director of J O Hambro & Partners, and as co-investment adviser to NASCIT and American Opportunity Trust. 5. 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 and J O Hambro Investment. 6. 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. 7. J O Hambro Investment Management Limited ("J O Hambro Investment") 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 Investment is principally engaged in the business of discretionary investment management of private client portfolios. 8. 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. 9. Oryx International Growth Fund Limited ("Oryx") is a corporation organized under the laws of the Island of Guernsey with its principal business and address at Bermuda House, St. Julian's Avenue, St. Peter Port, Guernsey. Oryx is a closed-end investment company. J O Hambro & Partners and Consulta serves as investment advisers to Oryx. 10. Consulta (Channel Islands) Limited ("Consulta") is a corporation organized under the laws of the Island of Guernsey with its principal office and business at P.O. Box 208, Bermuda House, St. Julian's Avenue, St. Peter Port, Guernsey. Consulta is principally engaged in the business of investment management and advising and serves as investment manager for Oryx. II. Control Relationships: J O Hambro & Partners is a majority-owned subsidiary of J O Hambro Asset Management, which is in turn a wholly-owned subsidiary of J O Hambro & Company. J O Hambro Investment is a majority-owned subsidiary of J O Hambro Asset Management. Christopher Harwood Bernard Mills owns 99% of the equity of GFS, and serves as a director of J O Hambro & Partners and as executive director of NASCIT and American Opportunity Trust. Page 14 of ___ Pages 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 managing 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. 2(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). 2(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. Item 3 is amended and restated in its entirety as follows: The Filing Parties used their working capital funds to purchase the shares of Common Stock to which this statement relates (the "Shares"). The amount of funds used to date to acquire the Shares is approximately $4,360,126 (exclusive of brokerage fees and commissions). Item 4. Purpose of Transaction. Item 4 is restated in its entirety as follows: The shares of Common Stock of the Company 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 Page 15 of ___ Pages 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; or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer. Item 5 is amended and restated in its entirety as follows: (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 Number of Shares: Shares: Sole Filing Aggregate Shares: Sole Shared or Shared Party Number of Power to Power to Power to Approximate Shares: Vote Vote Dispose Percentage* J O Hambro 125,000 0 125,000 125,000 2.6% & Partners J O Hambro 125,000 0 125,000 125,000 2.6% & Company J O Hambro Asset 125,000 0 125,000 125,000 2.6% Management J O Hambro 0 0 0 0 0% Investment NASCIT 0 0 0 0 0% American 85,000 0 85,000 85,000 1.7% Opportunity Trust Page 16 of ___ Pages GFS 0 0 0 0 0% Christopher Mills 125,000 0 125,000 125,000 2.6% Oryx 40,000 0 40,000 40,000 0.8% Consulta 40,000 0 40,000 40,000 0.8% - -------------
* Based on 4,890,073 shares of Common Stock, par value $0.01 per share, outstanding as of August 9, 1996, which is based on information reported in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996. (c) In the 60 days prior to the date of the filing of this Statement, the Filing Parties effected no transactions in the Common Stock other than those set forth in the following table: No. of Price Date Filing Party Shares (US$) Broker 9/4/96 American Opportunity Trust 2,500 30.750 Dillon Read 9/4/96 J O Hambro & Partners 1,500 30.750 Dillon Read 9/4/96 NASCIT 1,000 30.750 Dillon Read 9/16/96 American Opportunity Trust 52,500 30.000 Bear Stearns 9/16/96 Oryx 20,000 30.000 Bear Stearns 9/16/96 J O Hambro & Partners 38,500 30.000 Bear Stearns 9/16/96 NASCIT 39,000 30.000 Bear Stearns
All of the above transactions were effected in the open market and were sales. (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 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 owned by NASCIT, American Opportunity Trust and Oryx, respectively. (e) The Filing Parties, collectively, ceased to be the beneficial owner of more than five percent of the Company's outstanding Common Stock on September 16, 1996. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is amended and restated in its entirety as follows: 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 Harwood Bernard Mills and an agreement entered into between NASCIT and J O Hambro & Partners, each dated as of January 7, 1993. Page 17 of ___ Pages 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 and Lord Stevens of Ludgate Pension Fund, J O Hambro & Partners and Christopher Harwood Bernard Mills, in his capacity as portfolio manager, have 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. Item 7. Material to be Filed as Exhibits. Item 7 is amended and restated in its entirety as follows: The following documents are filed herewith. (a) Secondment Services Agreement dated as of January 7, 1993 between NASCIT, GFS and Christopher 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 16, 1995 between Consulta and J O Hambro & Partners; (f) Investment Management Agreement dated as of February 16, 1995 between Oryx and Consulta; (g) Investment Management Agreement dated as of January 7, 1993 between J O Hambro & Partners and American Opportunity Trust; (h) Joint Filing Agreement dated as of October 17, 1995 between and among NASCIT, GFS, J O Hambro & Partners, J O Hambro Asset Management, J O Hambro Investment, J O Hambro & Company, American Opportunity Trust, Oryx, Consulta and Christopher Harwood Bernard Mills; and Page 18 of ___ Pages (i) Investment Management Agreement dated as of February 9, 1996 between J O Hambro & Partners and Lord Stevens of Ludgate Pension Fund. Page 19 of ___ 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: 16 September 1996 J O HAMBRO & PARTNERS LIMITED By: /s/ RCO Hellyer ----------------- Name: RCO Hellyer Title: Director Executed on behalf of the parties hereto pursuant to the previously filed Joint Filing Agreement. Page 20 of ___ 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 - -------- 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. -1- (Managing Director) Citizenship: British Business Address: J O Hambro & Company Limited 10 Park Place London SW1A 1LP England Principal Occupation: Managing Director, J O Hambro & Company Managing Director, J O Hambro & Partners 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 -2- Executive Director, J O Hambro Asset Management Name: David Frank Chaplin (Director) Citizenship: British 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 Name: George M. Magan (Director) Citizenship: British Business Address: 32 Queen Anne's Gate London SW1H 9AB England Principal Occupation: Chairman, J O Hambro Magan & Company Limited2 Name: Alton Fernando Irby III (Director) Citizenship: USA Business Address: 32 Queen Anne's Gate London SW1H 9AB - -------- 2 J O Hambro Magan & Company Limited is principally engaged in the corporate finance business. -3- England Principal Occupation: Deputy Chairman, J O Hambro Magan & Company Limited -4- 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 -5- 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 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 -6- London SW1A 1LP England Principal Occupation: Executive Director, NASCIT 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 -7- The following table sets forth certain information concerning each of the directors and executive officers of J O Hambro Investment Management Limited ("J O Hambro Investment") as of the date hereof. Name: Richard Alexander Hambro (Chairman) Citizenship: British Business Address: J O Hambro Investment Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Chairman, J O Hambro Investment Director, J O Hambro & Company Director, J O Hambro Asset Management Name: David Frank Chaplin (Managing Director) Citizenship: British Business Address: J O Hambro Investment Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Managing Director, J O Hambro Investment Name: John Alexander Anderson (Executive Director) Citizenship: British Business Address: J O Hambro Investment Management Limited 10 Park Place London SW1A 1LP England -8- Principal Occupation: Executive Director, J O Hambro Investment Name: Lord Balniel (Executive Director) Citizenship: British Business Address: J O Hambro Investment Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, J O Hambro Investment Name: Geoffrey Leo Alexander Galitzine (Executive Director) Citizenship: British Business Address: J O Hambro Investment Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, J O Hambro Investment Name: Robert Charles Orlando Hellyer (Executive Director) Citizenship: British Business Address: J O Hambro Investment Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, J O Hambro Investment Executive Director, J O Hambro & Company Executive Director, J O Hambro Asset Management Executive Director, J O Hambro & Partners -9- Name: Christopher Mark Rose (Executive Director) Citizenship: British Business Address: J O Hambro Investment Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, J O Hambro Investment Name: William van Straubenzee (Executive Director) Citizenship: British Business Address: J O Hambro Investment Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, J O Hambro Investment Name: William Alexander Mavourn Francklin (Executive Director) Citizenship: British Business Address: J O Hambro Investment Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, J O Hambro Investment Name: Ian Colquhoun Marris (Executive Director) -10- Citizenship: British Business Address: J O Hambro Investment Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, J O Hambro Investment Name: Angus Richard Bonson (Executive Director) Citizenship: British Business Address: J O Hambro Investment Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, J O Hambro Investment -11- 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 -12- USA Principal Occupation: Director, NASCIT Name: Robert D. le P. Power (Director) Citizenship: British Business Address: SouthCoast Capital Corporation3 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.4 245 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 - -------- 3 SouthCoast Capital Corporation principally engages in the brokerage business. 4 Bear Stearns Co. Inc. principally engages in the brokerage business. -13- Business Address: Buchanan Partners Limited5 Buchanan House 3 St James's Square London SW1Y 4JU England Principal Occupation: Director, Buchanan Partners Limited - -------- 5 Buchanan Partners Limited principally engages in the investment management business. -14- 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. -15- 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 Limited6 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 - -------- 6 Covey Advertising Limited is principally engaged in the advertising business. -16- Business Address: Gildea Management Company7 90 Ferris Hill Road New Canaan, Connecticut 06840 USA Principal Occupation: President, Gildea Management Company Name The Hon. James J. Nelson (Director) Citizenship: British Business Address: Foreign & Colonial Ventures8 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.9 7 West Nile Street Glasgow G2 2PX Scotland - -------- 7 Gildea Management Company is principally engaged in the investment management business. 8 Foreign & Colonial Ventures is principally engaged in the investment management business. 9 Murray Johnstone Ltd. is principally engaged in the investment management business. -17- Principal Occupation: Director, Murray Johnstone Ltd. Name: Philip Ehrmann (Director) Citizenship: British Business Address: Gartmore Investment Management Ltd.10 Gartmore House 16 - 18 Monument Street London EC3R 8AJ England Principal Occupation: Investment Manager, Gartmore Investment Management Ltd. - -------- 10 Gartmore Investment Management Limited is principally engaged in the investment management business. -18- 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 plc11 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 Grenfell12 23 Great Winchester Street London EC2P 2AX England - -------- 11 Oriel Group plc is a holding company for specialist insurance brokers. 12 Morgan Grenfell is a merchant bank. -19- Principal Occupation: Company Director 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: 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 Company13 PO Box 2254 Postal Code 112 Ruwi Sultanate of Oman - -------- 13 Oman National Insurance Company is principally engaged in the insurance business. -20- Principal Occupation: Chief Executive, Oman National Insurance Company, SAOG Name: Rupert Arthur Rees Evans (Director) Citizenship: British Business Address: Ozanne van Leuven Perrot & Evans14 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 - -------- 14 Ozanne van Leuven Perrot & Evans is a law firm. -21- 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) Limited15 Bermuda House St Julian's Avenue St Peter Port - -------- 15 Management International (Guernsey) Limited is principally engaged in the investment management business. -22- Guernsey Principal Occupation: Managing Director Management International (Guernsey) Limited 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 -23- The following table sets forth certain information concerning each of the directors and executive officers of Consulta 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 -24- Name: Susan Diana Frances Johns (Director) Citizenship: British 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 -25- Exhibit Index Document Page The Exhibit Index is amended and restated in its entirety as follows: (a) Secondment Services Agreement dated as of January 7, 1993 between NASCIT, GFS and Christopher 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 16, 1995 between Consulta and J O Hambro & Partners; (f) Investment Management Agreement dated as of February 16, 1995 between Oryx and Consulta; (g) Investment Management Agreement dated as of January 7, 1993 between J O Hambro & Partners and American Opportunity Trust; (h) Joint Filing Agreement dated as of October 17, 1995 between and among NASCIT, GFS, J O Hambro & Partners, J O Hambro Asset Management, J O Hambro Investment, J O Hambro & Company, American Opportunity Trust, Oryx, Consulta and Christopher Harwood Bernard Mills; and (i) Investment Management Agreement dated as of February 9, 1996 between J O Hambro & Partners and Lord Stevens of Ludgate Pension Fund. -1- EX-99 2 EXHIBIT (C) CLIENT AGREEMENT SEAWAY LIMITED -1- 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 -2- 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. 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. -3- 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. 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 -4- 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 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 -5- 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 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 -6- 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 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 -7- 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 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, -8- 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. 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. -9- 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. -10- 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. -11- 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 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. -12- 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. -13- 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 -14- 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 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. -15- 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 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". -16- 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 rates where applicable -17- 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. -18- EX-99 3 EXHIBIT (D) CLIENT AGREEMENT PEAK INVESTMENTS -1- 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 -2- 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. 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. -3- 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. 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 -4- 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 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 -5- 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 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 -6- 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 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 -7- 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 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, -8- 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. 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. -9- 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. -10- 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. -11- 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 authorities, or to their professional advisors where reasonably necessary for the performance of their professional services. -12- 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. -13- 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. -14- 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 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 -15- 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 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". -16- 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 -17- 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. -18- EX-99 4 EXHIBIT (I) CLIENT AGREEMENT LORD STEVENS OF LUDGATE PENSION FUND -1- 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 -2- 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. 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 -3- 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. 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. -4- 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 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. -5- (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 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. -6- 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 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. -7- 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 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 udertakes 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. -8- 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. 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. -9- 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. 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: -10- (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. -11- 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 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. -12- 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 -13- 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. 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. -14- 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. 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 -15- 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 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- -16- 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. -17- -----END PRIVACY-ENHANCED MESSAGE-----