CLIENT AGREEMENT
MRS. S. E. Z. ▇▇▇▇▇▇▇▇
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THIS INVESTMENT MANAGEMENT AGREEMENT is made the 26th day of February, 1996
BETWEEN:
(1) ▇ ▇ ▇▇▇▇▇▇ INVESTMENT MANAGEMENT LIMITED ("JOHIM") 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 ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇; and
(2) Mrs. S. E. Z. ▇▇▇▇▇▇▇▇
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(portfolio name) (hereafter known as the "Client") of
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▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (address)
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NOW IT IS HEREBY AGREED as follows:
APPOINTMENT AND STATUS OF CLIENT
92. The Client, a private customer as defined in the rules of IMRO, hereby
appoints JOHIM 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 JOHIM (the
"Portfolio") and JOHIM hereby agrees to manage and administer the
Portfolio. The appointment will commence on the date on which this
Agreement is delivered to JOHIM by the Client having been signed first by
the Client then by JOHIM. The assets comprising the Portfolio and their
opening value are set out in Schedule 1.
MANAGEMENT OF INVESTMENTS
93. JOHIM 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 JOHIM and the Client and set our in Part I of Schedule II.
Such policy shall be subject to the guidelines and restrictions set out in
Part II of Schedule II and to any guidelines, restrictions and instructions
specified in writing from time to time by the Client or by the Client's
duly authorised agent (written notice of whose authority shall have been
received by JOHIM). The Client's attention is specifically drawn to the
warnings set out in Part III of Schedule II.
94. JOHIM shall not be obliged to undertake the management of investments the
management of which would in its opinion be onerous to it.
DEALING TERMS
95. In effecting transactions for the Portfolio JOHIM 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
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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
JOHIM may take all such steps as may be required or permitted by such rules
and regulations and/or by good market practice.
96. 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 JOHIM to a third party except as otherwise agreed between the
Client and JOHIM.
97. JOHIM 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 JOHIM's duties hereunder to an extent which
is not material in the context of the Portfolio taken as a whole. JOHIM
will not borrow money on the Client's behalf against the security of any of
the Client's investments, documents of title or property.
98. JOHIM shall only commit the Client to any obligation to underwrite any
issue or offer for sale of securities with the Client's prior written
consent.
99. JOHIM may act as principal in any transaction for the Client provided that
JOHIM shall secure for the Client best execution of such transaction.
100. Subject to the IMRO Rules, JOHIM may, without prior reference to the
Client, enter into a transaction on behalf of more than one client
collectively.
101. JOHIM 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
102. Subject to paragraphs 12 and 13, JOHIM shall not undertake any transactions
on the Client's behalf in which JOHIM has directly or indirectly a material
interest or have any relationship with another party which may involve a
conflict with JOHIM's duty to the Client unless that interest or
relationship is disclosed in writing to the Client.
103. 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 JOHIM during the preceding twelve months.
104. The Client understands that JOHIM's directors or staff may from time to
time hold shares or securities including holdings that may be in the
Portfolio, and that JOHIM's directors or staff may from time to time be
directors or companies whose shares are held in the Portfolio.
105. The Client acknowledges that JOHIM may acquire or dispose of on the
Client's behalf shares or units in any fund, company, trust or Collective
Investment Scheme (as
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defined by the Rules of IMRO) under JOHIM's management (or in a fund,
company, trust or Collective Investment Scheme connected with JOHIM) if
JOHIM considers such an investment to be appropriate for inclusion in or
exclusion from the Portfolio.
CUSTODIAL SERVICES
106.
(a) Save where the Client has notified JOHIM 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 JOHIM.
(b) In those cases where the Client is situated overseas or where the
Client so requests by notice in writing to JOHIM, registerable
investments will be registered in the name of an Eligible Custodian
situated outside the United Kingdom and nominated by JOHIM.
(c) All documents of title (including those in bearer form) will be
retained in the custody of an Eligible Custodian nominated by JOHIM
and situated in the United Kingdom or overseas as applicable.
(d) None of the Eligible Custodians as aforesaid shall be Associates of
JOHIM. However, the Client's registerable investments may at any time
be registered in the name of a nominee company which is an Associate
of JOHIM and Client's documents of title may be held by that Associate
at any time after JOHIM shall have given the Client written notice of
its intention to do so. Such notice shall specify the nature of its
association with such Associate.
ACCOUNTS, INTERESTS AND DIVIDENDS
107. The following Client accounts, together with such others that may be
required, will be maintained by JOHIM. Such Client accounts will cover all
Clients of JOHIM:
(a) INVESTMENT ACCOUNT
The Client's investments will be held in this account. Subject to
paragraphs 5 and 6, JOHIM 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
JOHIM. 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 JOHIM
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
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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 (as set our in Schedule III). 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.
(e) OFF-SHORE FUNDS
In those cases where the Client is situated overseas or if the Client
notifies JOHIM in writing that the Client wishes cash in the Portfolio
to be held outside the United Kingdom, JOHIM will be (subject to
applicable laws and regulations) hold such cash in a bank account
outside the United Kingdom.
108. The Client may at any time instruct JOHIM 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.
109. JOHIM 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 ledge
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
110. In the interests of proper administration of the Portfolio and for related
investment purposes JOHIM, 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 ▇▇▇ ▇▇▇▇ to treat as
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unenforceable any investment agreement entered into in the course of or in
consequence of such a call.
ADMINISTRATION
111. 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.
112. JOHIM will be on the Client's request forward details of all transactions
on the Client's behalf to the Client's tax advisor without additional
charge.
113. 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 JOHIM or to which JOHIM has access relating to the
transactions effected by JOHIM on the Client's behalf and those records
will be maintained by JOHIM or JOHIM will ensure that they are maintained
for not less than seven years from the date of the relevant transaction.
114. 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 JOHIM in writing of any changes of address, and that
JOHIM will not be responsible for any consequences which may arise from
failure to do so.
REVIEWS AND VALUATIONS
115. JOHIM will prepare six monthly 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. Such reviews shall be
prepared as at such half yearly dates as shall be agreed between JOHIM and
the Client from time to time (each such date being referred to as a
"Valuation Date"), and JOHIM will send six monthly reviews to the Client
within twenty-five business days of each Valuation Date.
116. 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 JOHIM (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 JOHIM 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 JOHIM or such other person selected by
JOHIM) as shall in JOHIM's opinion be fair.
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117. JOHIM 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
118. JOHIM 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. JOHIM will
not forward to the Client any circulars, notices or proxy cards received in
respect of investments comprised in the Portfolio.
FILES, COMMISSIONS AND EXPENSES
119.
(a) The Client will pay a management fee to JOHIM in respect of the period
beginning with first receipt by JOHIM 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 JOHIM on the 14th day after despatch of such
notice.
(d) In addition the Client shall reimburse JOHIM for any expenses or
liabilities which it may incur in properly carrying out its duties
hereunder.
120. 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.
121. 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 JOHIM may gain a commission benefit from dealing in
a bulk purchase or sale on behalf of JOHIM's clients, one of whom may be
the Client, or from return commissions which benefit JOHIM shall be
entitled to retain. JOHIM 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 dealing on the Client's behalf; all such benefits and receipts
shall supplement
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any other remuneration receivable by JOHIM in connection with transactions
effected by JOHIM 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 JOHIM undertakes to secure for the
Client best execution of all transactions effected with or through a party
from whom JOHIM receives such benefits and commissions, disregarding any
benefit which the Client might obtain directly or indirectly as a result of
such arrangements.
122. JOHIM 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
123. JOHIM will indemnify the Client in respect of any loss incurred as a result
of negligence, wilful default or fraud by JOHIM or any of its employees.
Subject to the above, JOHIM 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 JOHIM; 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 156 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
or JOHIM or any breach of JOHIM of any term of this Agreement.
124. The Client agrees to indemnify and keep indemnified JOHIM from and against
all demands, claims, liabilities, losses, damages, costs and expenses
whatsoever incurred by JOHIM 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.
125. Where the Client is a joint account (whether or not a trust account) JOHIM
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 way whatsoever be liable to the others for
doing so.
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126. JOHIM has effected insurance to provide for the protection of the Client
against losses arising from any negligence of JOHIM or any dishonesty of
employees of JOHIM.
127. Under Section 54 of the Financial Services ▇▇▇ ▇▇▇▇ 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 JOHIM's
inability to meet any liabilities to the Client. JOHIM 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
128. JOHIM 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 JOHIM's liability to the Client for all matters so
delegated shall not be affected thereby. JOHIM shall give to the Client
written notice of any delegation of a function which involves the exercise
of its discretionary investment management powers.
129. JOHIM may employ agents (including Associates) to perform any
administrative, dealing, custodial and ancillary services required to
enable JOHIM to perform its services under this Agreement. JOHIM
undertakes to act in good faith and with due diligence in the choice and
use of such agents.
TERMINATION OF AGREEMENT
130. 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 JOHIM 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.
131. Upon the Termination Date, JOHIM 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 JOHIM, JOHIM 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 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.
132. 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 JOHIM may charge the Client
an amount equal to:
Page 246 of 258 Pages
(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 JOHIM necessarily incurs in terminating
this Agreement; and
(c) any losses necessarily realized in settling or concluding outstanding
obligations.
133. 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 JOHIM's
appointment; but JOHIM 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.
134. 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 inure to the
benefit of the survivor(s) unless otherwise specified by notice in writing
to JOHIM.
CLIENT WARRANTIES
135. 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 JOHIM, and will so remain during
the currency of this Agreement.
136. 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
137. 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.
138. The Clause headings in this Agreement are included for ease of reference
only and shall not affect its interpretation.
139. The Schedules to this Agreement are an integral part of it.
140. If the Client is an individual this Agreement shall be binding on his legal
personal representatives.
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141. This Agreement is personal to the parties hereto and shall not be capable
of assignment.
142. 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.
143. 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 serviced upon the
Client to an address outside the United Kingdom, the notice shall be
sufficiently served if served by prepaid 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 to an address within the United Kingdom the
notice shall be sufficiently served if served by prepaid letter.
144. If the Client makes a complaint to JOHIM verbally or in writing about any
service JOHIM has rendered to the Client under this Agreement the complaint
shall immediately be referred to JOHIM'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 JOHIM.
145. 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.
146. This Agreement is subject to English law and the parties hereto hereby
submit to the jurisdiction of the English Courts in respect of it.
SCHEDULE I
THE PORTFOLIO
Valuation and composition of Portfolio
(see attached letter/opening valuation - where applicable)
SCHEDULE II
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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 JOHIM 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 JOHIM will not include advising on or effecting
Contingent Liability Transactions, nor will they 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 advised 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
JOHIM 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 JOHIM 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 JOHIM 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
realizable. You should be aware that there can be no certainty that market
makers or brokers will be
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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 stabilizing the price of those
securities. You should read the explanation below carefully. Its purpose is to
enable you to judge whether you wish your funds to be invested at all in such
securities or, if so, whether you wish to authorize us generally to effect
transactions in such securities on your behalf without further reference to you
or whether you wish to be consulted before any particular transaction is
effected on your behalf.
Stabilisation is a process whereby the market price of a security is pegged or
fixed during the period in which a new issue of securities is sold to the
public. Stabilisation may take place in the new issue or in other securities
related to the new issue in such a way that the price of the other securities
may affect the price of the new issue or vice versa.
The reason stabilisation is permitted is that when a new issue is brought to
market the sudden glut will sometimes force the price lower for a period of time
before buyers are found for the securities on offer.
As long as he obeys a strict set of rules the "stabilizing 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 stabilizing.
The rules limit the period in which he may stabilize, 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
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interested in the new issue or interested in purchasing at the price at which
transactions are taking place".
FOR ▇ ▇ ▇▇▇▇▇▇ INVESTMENT
MANAGEMENT LIMITED
/s/ [signature appears here] Date: 26/2/96
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FOR THE CLIENT*
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Date: 26/2/96
------------------------------------------------ -------------------
-----------------------------------
-----------------------------------
*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 authorized signatory should sign and insert the date. Please
let JOHIM have a certified true copy of a Board resolution confirming the
appointment of JOHIM 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 JOHIM have a copy
of the Trust Deed.
A Partnership.
All the partners should sign and insert the date.
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Page 252 of 258 Pages