EXHIBIT 3
Advisory Contract 3 (selected terms)
THIS AGREEMENT is made the 14th day of November 1994 BETWEEN 1. CO-OPERATIVE
PENSION FUNDS UNIT TRUST MANAGERS LIMITED ("CPFUTM") of Registered office 00
Xxxxxxxx, Xxxxxx, XX0X 0XX, 2. CIM FUND MANAGERS LIMITED ("CIM") of Registered
Office 80 Xxxxxxxx, Xxxxxx, XX0 0XX, and 3. THE CO-OPERATIVE BANK p.l.c. ("the
Bank") of Registered Office X.X. Xxx 000, 0 Xxxxxxx Xxxxxx, Xxxxxxxxxx, X00 0XX
and is referred to in the Schedules hereto as "this Agreement".
1. CPFUTM hereby appoints the Bank as its general manager, such appointment
to be deemed to have taken effect on 9th January, 1982.
2. CPFUTM and the Bank hereby confirm the appointment of CIM as
administrative manager of CPFUTM with effect from 27th April, 1989 such
appointment to be in accordance with the provisions of the First Schedule
hereto.
3. CPFUTM and the Bank hereby confirm the appointment of CIM as investment
manager of CPFUTM:
(i) in respect of the Equity and Fixed Interest Unit Trusts
of CPFUTM with effect from 27th April 1989;
(ii) in respect of the International Unit Trust of CPFUTM with
effect from 12 January 1990; and
(iii) in respect of the Equity Diversification Unit Trust of CPFUTM
with effect from 30th December 1991.
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FIRST SCHEDULE
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(1) CIM will carry out or procure the carrying out of the following
administrative functions in respect of the Unit Trusts mentioned in
clauses 3 and 4 of this Agreement (in this Schedule called "the Unit
Trusts") with effect from each of the respective dates also mentioned in
those clauses:-
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Page 25 of 28 Pages
SECOND SCHEDULE
(1) Period of Appointment
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CIM will manage the investments of the Unit Trusts mentioned in clause 3
of this Agreement (in this Schedule called "the Unit Trusts") with effect
from each of the respective dates mentioned in that clause until either
CIM or CPFUTM gives one year's written notice to the other terminating
such management in respect of the investments of any one or more of the
Unit Trusts expiring at any time.
(2) Function
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CIM will manage the investments and cash of each of the Unit Trusts (in
this Schedule called "the Funds") with the object in each case of
obtaining maximum total return within the context of a general investment
policy established with CPFUTM at regular meetings. Between meetings CIM
shall have full day-to-day discretion to manage each of the Funds and to
make variations from the said policy to take account of significant
changes in investment criteria subject to prior agreement with CPFUTM or
the Bank on matters specifically instructed in writing by CPFUTM or the
Bank.
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(4) Fee
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Except where otherwise specifically agreed, CPFUTM will pay CIM for its
investment services in respect of each of the Unit Trusts a fee payable
monthly in arrears on annual scales of (i) Equity (0.18) per cent; (ii)
Fixed Interest (0.15) per cent; and (iii) International (0.6) per cent,
calculated on the basis of the value of the Funds as shown by the
valuations at the end of each monthly period provided that in the case of
the Equity Unit Trust if the value exceeds one hundred million pounds the
fee on the excess over one hundred million pounds shall be (0.075) per
cent. There shall be excluded from these calculations the value of any
holdings in any company or trust from which CIM or any parent subsidiary
or associate of CIM receives an investment management fee.
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Page 26 of 28 Pages
(7) Voting
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CIM will not, without instructions from CPFUTM, exercise any voting rights
attaching to the securities of the Funds.
Page 27 of 28 Pages
