EXHIBIT 2
Advisory Contract 2 (selected terms)
THE AGREEMENT is made the 30th day of OCTOBER 1989 between CO-OPERATIVE
INVESTMENT MANAGEMENT LIMITED ("CIM FUND MANAGERS"/"CIM") of 78/80 Xxxxxxxx,
Xxxxxx, XX0X 0XX and Co-operative Bank Pension Trust Limited of 0 Xxxxxxx
Xxxxxx, Xxxxxxxxxx, X00 0XX, which acts as trustee ("the Trustees") of the
Co-operative Bank Pension Scheme ("the Pension Scheme"), whereby the Trustees
appoint CIM Fund Managers to act on their behalf as discretionary investment
manager as hereinafter described upon the terms set out in the Schedule and
General Conditions below which together constitute this agreement.
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ii) Set out below are the restrictions on the markets in which the
Trustees wish transactions to be effected.
No direct investment in South Africa.
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3. CIM agrees:-
a) to review the composition of the Portfolio
on such occasions and with such frequency as
CIM shall consider appropriate and at its
discretion realize the whole or any part of
the Portfolio and invest the proceeds and
any cash in the Portfolio in acquiring such
other Investments (including (i) units in
any Collective Investment Scheme operated by
CIM or any Subsidiary or Associated Company of
CIM) as CIM may determine, it being agreed
that the activities of CIM in investing the
proceeds may include depositing the proceeds
in the account at the Bank opened and
maintained in accordance with the provisions
of sub-clause (i) below.
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f) To exercise (or, if necessary, request that Roodhill exercise)
voting rights, if instructed by the Trustees, on any occasion on
which such rights may be exercised in respect of Investments
within the Portfolio, on behalf of the Trustees and in accordance
with their instructions.
Page 23 of 28 Pages
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4. The Trustees agree:-
a) To pay CIM on the last day of each Period of Account a management
fee in respect of such Period of Account which shall amount to
(pound)2,500 or, if higher, the amount calculated in accordance
with the following formula:
Bands of Value of Portfolio Percentage payable
at the end of the Period of Account as a Management Fee
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On the first(pound)10 million 0.05%
On the remainder 0.025%
Provided also that for the purpose of calculating the management
fee the value of the Portfolio at the end of a Period of Account
shall exclude the value of units in any Collective Investment
Scheme operated by CIM or any Subsidiary or Associated Company of
CIM and held in the Portfolio at the end of the Period of Account
and provided also that the management fee payable (i) in respect of
the first Period of Account and (ii) in respect of the last Period
of Account shall be calculated on the above basis and reduced
proportionately to the number of days comprised in such Period of
Account.
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7. After execution by CIM and by all the Trustees this Agreement shall
commence at the opening of CIM for business on the date appearing
at the start of this Agreement and shall continue thereafter until
terminated:-
a) forthwith by notice in writing given by the Trustees to CIM; or
b) by not less than 3 months notice in writing given by CIM to the
Trustees.
Page 24 of 28 Pages
