Gn-09 - Local 773 Letter Of Governing Instructions 0706

I'D) ~ ~ ~ ij Vi ~~\~ UL 1 4 2006 \\1)) L J

[t\

LOCAL 773 BENEFITS OFFiCE WELFARE . PUlSION, ANNUITY

GOVERNMENT EXHIBIT GN -9

Letter of Governing Instructions For Wright Investment Management

WRrGHT INVESTORS' SER VICE, lNC. 440 Wheeler Farm Road Milford, Connecticut 0646 1 The u nde rs ig ned ( the "Cli e nt" ) de si g na te ' Wright Investors' Service. Inc. (the "Advisor") to direct at the bank, trust company or other custodian appro ved by the Ad visor (the "ClI todian " ) the inve umeru of all prope rty in the Client' s acco unt as provided for in thi. Letter of Governing Instructions forWright Investment Management.

REP RE SENTATIONS A.J~D WARRANT IES: The Advisor is an investment advi or a that term is defined in the lnve .rrnent Advisers Act of 1940 (the "Act") and regi tered with the Secur ities and Exchange Commission as provided for in that Act. T he Advisor i a fiduciary as described in the Empl oyee Retirement Income Security Act of 1974, as amended ("ERISA"), with respect to the Client' account. T he Ad vi or will use its best efforts in the investment management of the Client' s account but is not liable for losses resulting from actions taken or omitted unles uch actions are a violation of the securities laws of the United States or failure to discharge the Advisor' s fiduciary responsibilities under ERISA. The Advisor has obtained any bond required under Sect ion 412 of ERrSA or any other applicable

Dale

07 / 0 -/ / 200 6

law and will continue any such bond for the term of thi Agreement and will pro vide [he Clie nt with evidence of .uch coverage upon written request.

PUR CHASE AND SAL E O F SECURITIES: The Client appoints the Advisor agent for [he Client and authorize and instructs the Advisor to purchase and se ll, in the Ad visor' . sol ' and abs lut e discretion, Securities for the Client' . account which the Advisor deems advisable and which conform to any writte n investme nt guicl lines or pol icies o f the Client which are attached to and made part of this Agr ement. For purpose ' of t his Agreement , the term Se urit ies includes: Stock - and fixed income instrurn nts mee ting the quality requirements of the Advisor, Funds or investment company shares managed or selected by the Advisor. Deposits in and fixed income obligations of any bank or financial corporation operating under the laws of the Unit d States or other governments, and Other . ecuritics whic h the .lient may depo it or authorize in writing. EMPLOYEE IlENEFlT

s: OTHER ERJSA ACCO UNTS

The Client recognizes that all investments are subject to varying degrees of risk and that the Advi sor makes no representation that securities bought will be profHable. Past perfo rmance of the Advisor is not a guarantee of future results. DEPOSITS & WITHDRAWALS: The Client will notify the Advisor of all cash and securities deposited in or withdrawn from the Clie nt' s account. The Advisor, however, is aut horized to rely and act only upon written or oral (if confirmed in writing) notification by the Custod ian of uch deposits or withdrawa ls. Th Advisor is authori zed. but not required, to act on the Client's oral instructions e xcept the Ad visor is only authorized to act on the Client's oral withdrawal instructions when the instruction is to d irect the Custod ian to pay the withdra wal di rectly to the C lient o r an aCCOUIl! in the Client' , name. The Ad visor may only d irect other withdra wal instruction, by forwarding the Client' s written authorization to the Custodian. BROKE RS AND COMMISSION COSTS: The Advisor is authorized to place Securities orders for this account wit h any broker/dealer that the Advi sor con siders sat isfactory for the execu tion of investment transactions for its clients. If the Cust odian is a broker/ dealer thar ihe Adv isor considers satisfactory, the Client author izes the Adv isor to place buy or sell orders with the Custodi an. The Ad visor may combine purchase and sale transaction for I he CIient' s account with sim ilar transac tion ' for other accounts directed by the Advisor whenever, in the discretion of the Advisor, it is in the best interests of the Client and other cl ients of the Advisor but it does not in any way impair the segregatio n of the property in the Client' acco unt. The Client recognizes that many of the broker/ dealers with whom the Advisor norma lly places buy or sell orders also purchase investment services from the Advisor for their own use or on behalf of their customers, and that so me broker/dealers may . in recip rocity for brokerage placed with them by the Advisor, also provide the Adviso r with specialized services which are utilized in the Advi sor' s investment collection and analytical processes. The Advi sor may place buy or sell orders for this account with such broker/dealers or with the broker/dealer, if any . who introduced the Cli-

ern to the Advisor, provided that such broker/dealer i: co nsidered by the Ad visor as satisfactory for the execution of investment transactions for it clients; that the brokerage co mmission charges and discou nts are substantially the same as those made by other broker/ deale rs ut ilized by the Advisor and not excess ive in rela tion to the rates which are ge nerally charged for similar transactions in the securities industry; and that. in the best judgment of the Advisor, the best interc ts of the Client and ot her clients are not ad versel y affected. T hese prov isions are believed by the Ad visor to be in full compliance with Section 28(e) of the Securities Exchange Act of 1934. LIMITED POWER OF AT T O R NE Y : T his Agreement constitutes a continuing Power of Attorney applying and limited ( 0 any and all future transactions relating to the Client's account. T his Power of A uorney designates the Advi sor as Agent, subject to the orders and instruct ion contained in this Agreement. This Power of Attorney sha ll not be affected by any change in the Client 's organization, and shall continue in err cr until the Advi sor receives written notification fro m the Cl ient that thi Power of Attorney has been revoked. The Advi sor as Agent will always act and bind the undersig ned upon the instruction of its president or of any one of it. officers or emp loyees, as from time to time des ignated for this purpose by its president . VE RlFICATION OF STA TEMENTS: The Client authorizes the Advisor, as agent of the Client, to receive inform ation from the Custod ian for the purpose of reconc iling repon prepared by the Custodian in response to any transactions or actio ns by the Custodian for, or purporti ng to be for, the Client' s account. REPORTS: At least quarterly the Ad visor will provide to the Cl i nt a financial report of the Client's account wh ich will include all assets in the accoun t as of the end of the quarter and their fair market value, a~ well as all transactions involv ing the account during the quarter. At othe r reasonable times, the Advisor will provide, at the Client ' s request. add itional information and advice (0 the Client regardin g the Client' s account. This inform ation may be provi ded by mail, telephone or in person and, at the Adv isor' , discretion. by client

ervice officers and employee, of either the A d visor or of a bank or other fiduciary organization com pen sa ted b y the Ad visor for this purpose.

Except as pro vided elsewhere in thi- Agreement, the Adv iso r i. authorized, but not requ ired, to act upon the Client' s oral specia l instruction s.

PROXIES: Except as provided in this paragraph. the Advisor will vote all proxies for ecurities held in the Client' acco unt. At the Client' s request the Ad vi 'o r will pro vide the Clie nt with a prox y vo ting record for sec urities he ld in the Cl ient ' s accou nt. If the Client or another designee is authorized to vote the proxies, the Client wiII pro vide the Ad visor with verification acceptable to the Ad vi' or, in c lud ing instr uct io n , that the Ad vi o r is no t authorized [ 0 vote the proxies.

ASSIGNMENT: Thi Agree ment may not be ass igned by eith er party with out the consent of the other party, and contemporaneous notification of the as ig nrn ent by either party to the Custodian.

ADVISOR'S FEE: The Ad visor will charge a fee for it. services provided under this Agreement in accordance with the attached schedul e of fees that is compu ted on the basis of the cas h and market value of property in the account on the last day of eac h calendar quarter. T he C lien t' s acco unt will be billed quarterly in arrears. The Adviso r will bill the Custodian for services pro vided to the Client's account unless otherwise directed by the Client. The Custodian will prom ptly pay the Advisor for services provided to the Client' s a count by charging the Clients accoun t. Except as may be permitted by ni le or order of the applicable state regulatory authority. the Ad visor s hall not be compensated on the basis of a share of capital gain upon or capital appreciatio n of the fund. o r any portion of the funds of the Client.

TERMINATION: Cl ient may terminate this Agreement without penalty within five bu. in ess day o f sign ing it. This A gr ernent may be te rminated by e ither party upon w ritten notice to the other. Upon termination, the Client will promptly pay, or cause the Cu stodian to pay, any fees due 10 the Advisor. T he Ad visor will refund any prepaid fees allocable to periods after the date of termination. T he Ad visor will direct the Custodian to el i spos of the property in the C lient' s account in accordance with the Client' s written directions for disposition of the account. The A d vis r will is ue a final report as of the termination date of the account which will contain at lea t such informat ion a. is contained in it quarterly reports . NOT IC ES : The Adv isor is not bound by any notice of or dema nd made with respect to this Agreement unless such notice or de mand is in I; riting to the Ad visor and signed by the Client or the Cli ent' s legal represent ative. T he Ad viso r may rely con c lusive ly and is protec ted in acting upon any written or oral (if confirmed in writing) notice request, consent, instruction or other in ururn en t reasonably belie ved by the Ad visor in good faith to be genuine or signed by the prope r person or duly authorized or properly made.

The Advi or will give the Client 90 days' written notice of a change in the schedul of fees applica ble to the Ii nt ' accou nt. T he new fee chedule will

aut omatically come into effect for the Cl ient's accou nt in acc ordance with the 90-day notice provision unless the Client provides written notice to the Advisor that the accoun t is not to cont inue under the new fee schedule,

SPECIAL rNSTRUCTIONS: The Clienr may su bmit spec ial instructi ons to the Ad visor at an y time. Special instructions become part of this Agreement only upon written accepta nce by the Advisor.

SEVERABfLITY: Ifan y term of this Agreement is construed as invalid or unenforceable . the re mainder of thi Agreement shall not be affected by such determination and the remaining terms of this Agreement will be valid and enforceable to the full extent of the law. GOVERNING LA W: Thi s Ag ree me nt i go erned by and can trued in accordance with the laws of the State of New York now in effect or ,L from time to time amen ded, unless New York law is preempt ed by Federa l Jaw then in effect.

The Client acknowledges receipt of Disclosure Report in lieu of Part U of SEC Form ADV.

Cu rrent Fe ' Schedule attached as Exhibit --'-' A=---__ Investme nt Pol icy Stat e ment att ac hed as Exhibit B

The designated Introducer or Serv ic A oc iat e, if any, will be paid a fee by the Advisor. There is no additional cost to the Client due 10 this arrangement.

Cl ie nt Inform at ion or Su pplem en tal Informa tion attached as Exhibit _

Address for All Communications:

Social Security or Federal ID:

2 3 - 7 1 1454 7

Local 7 7 3 Be nefit s Of f ice La wr e n c e J . Go n n e l l y Fu nd Ma na g e r P . O . Bo x 1396 So u t h Gle n s Fa ll s , NY 1 2 80 3 Telephone

~

Full T it le of Account:

Un i t e d Ass o c ia t i o n Lo c al 7 7 3 Pe n sio n Pla n & Trus t

1. 8 - '79 2 - 058 ()

Narn s & Title ' of Those S igning Agree ment (Please Print)

( I ) Name _ _ T ille

L ,.. v-"-LI

6 i-Ll . . . ~c.

5 ...y =..:..::..:..-...L--=r----....e::.....-----:.:=-==-..:....:-_ _""\ -O..-_

Un;

\

C I"

T v-v.. < k ec -

.~,,-=e:...:.,--_

(-) Name ---"-==-'Y------e;~=;:-:.~=-='----:----T itle

(3) Name

_

Till e

_

arne

_

Tille

_

(4)

Introducer or Service A .. . ociate for thi Account:

Signature

ignaturc

By:

Wright Inve tors Service. Inc.

Mr . Mi ch a e l C . Cllr y s Custodian Wa c h ov i a S e cu r i t i e s

Dale I

J 06070SLocal773

1

•

EXHIBIT

A

Wright Investors' Service

ADR Equity Management Fee Schedule For United Association Local 773 Pension Plan & Trust

Annual Rate First $10 million

0.60%

Next $10 million

0.50%

Next $15 million

0.40%

Next $15 million

0.35%