Gn-19 - Local 773 Letter Of Governing Instructions 1207

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GOVERNMENT EXHIBIT GN-19

Letter of Governing Instructions For Wright Investment Management

WRIGHT INVESTORS ' SERV1CE, INC. 440 Wheelers Farm s Road Milford, Connecticut 06461 Th e unde rsi g ne d ( t he " Cli ent ") de si gnates Wright Investors' Service, Inc. (the " Advisor" ) to direel at the bank. trust company or other cust odian appro ved by the Ad viso r (the "C ustodia n") the investment of all property in the Client 's account as provided for in th is Lette r of Governing Instruct io ns for Wright Investment Management. REPRESE NTATIONS AND WARRANT IES: The Advisor is an invest ment ad visor a ' that term is defined in til Investment Advisers Act of 1940 (the " Act") and registe red wit h the Securities and Exchange Commission as pro vided for in that Act. The Advisor is a fiduciary as described in the Employee Retirement Income Security Act of t974, as amended ("ERlSA") , with respect to the CIient ' s account.

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law and will conti nue any such bond for the term of th is Agreement and will provide the Clie nt wit h e vidence of such coverage upon written request. PURCHASE AND SALE OF SEC URJTIES: The Client appoints the Adv isor agent for the Client and aurhorizes and instructs the Advi sor to purchase and se ll, in the Adv iso r' s sale and ab solute discretion, Securities for the Client' s account which the Adv isor deem s ad visable and which conform to any written inv est ment g uide line s or po licie s o f the Cli ent whic h are attached to and made part of this Agree ment. For purposes of this Agreement, the term Securities includ es:

Stocks and fixed income instruments meeting the quality requirements of the Adv isor,

Th e Advisor wi ll use its best efforts in the investment management of the Client' s account but is not liable for losses resultin g from actions taken or omitted unless such actions are a violation of the securities laws of the United States or failure to disch arge the Advisor's fiduciary responsibilities under ERISA.

Deposits in and fixed income obligations of any bank Or financ ial co rporation operating under the laws of the United State s or other governments, and

The Advisor ha obta ined any bond required UDder Section 412 of ERIS A or any other applicable

Other securities which the Client may deposit or authorize in writing.

Funds or investment company shares managed or selected by the Advisor.

EMt>LOYEE BENEFlT

s: OHJER ERISA

ACCOUNTS

The Client recognizes that all investments arc subject to varying degrees of risk and that the Advisor makes no representation that securities bought will be profitable. Past performance of the Advisor is not a guarantee of future resuIts.

DEPOSITS & WlTHDRA WALS: The Client wiII notify the Advisor of all cash and securities deposited in or withdrawn from the Client's account. The Advisor, however, is authorized to rely and act only upon written or oral (if confirmed in writing) noti fication by the Custodian of such deposits or withdrawa l. . The Advisor is authorized. bur not required, to act 00 the Client's oral instruction. except the Advisor is only authorized to act on the Client's oral withdrawal instruct ions when the instruction is to direct the CUStodian to pay the withdrawal directly to the Client or an account in the Client 's name. The Advisor may only direct other withdrawal instructions by forwarding the Client ' s written authorization to the Custodian. BROKERS AND COl\il1\iUSSION COSTS; The Advisor is authorized to place Securities orders for this account with any broker/dealer that the Advisor considers satisfactory for the execution of investment transactions for its clients. If the Custodian is a broker/ dealer that the Advisor considers atisfactory, the Client authorizes the Advisor to place buy or sell orders with the Custodian. The Advisor may combi ne purchase and sale transactions for the Client " account with similar transactions 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 clients of the Advisor but it does not in any way impair the segreg atio n of the property in the Client's account .

The Client recognizes that many of the broker/ dealers with whom the Advisor normally places buy or sell orders also purchase investment services from the Advisor for their own use or on behalf of their customers, and that some broker/de alers may, in reciprocity for brokera ge placed with them by the Advisor. also provide the Advisor with specialized services which are utilized in the Advisor's investment collection and analytical processes. The Advisor may place buy or sell orders for this account with such broker/dealers or with the broker/dealer. if an y. who introduced the Cli-

ent to the Advisor, provi ded that such broker/dealer is considered by the Advisor as satisfactory for the execution of investment transactions for I(S clients; that the brokerage commission charges and discounts arc substantially the same as those made by other broker/ dealers utilized by the Advisor and not excessive in relation to the rates which are generally charged for similar transactions in the securities industry; and that, in. the best judgment of the Advisor, the best interests of the Client and other clients are not adversely affected. These provisions are believed by the Advisor to be in full compliance with Section 28(e) of the Securities Exchange Act of 1934.

LIMITED POWER OF ATTORNEY: This Agreement constitutes a continuing Power of Attorney a pplying and limited to any and all future transactions relatin g to the CIient' s account. Th is Power of Attorney designates the Advisor as Agent, subject to the orde rs and instructions contained in this Agreement. This Power of Attorney shall not be affected by any chang e in the Client's organization. and shall continue in effect until the Advisor receives written notification from the Client that this Power of Attorney has been revoked. The Advisor as Agent will always act and bind the unders igned upon the instruction of its president or of anyone of its officers or employee . a from time to time designated for this purpose by its president. VERIFICATION OF STATENIENTS: The Client authorizes the Advisor, as agent o f the Client, to receive information from the Custodian for the purpose of reconcilin g reports prepared by the Custodian in response to any transactions or actions by the Custodian for. or purporting to be for. the Client's accou nt. REPORTS: At least quarterly the Advisor will provide to the Client a financial report of the Cl ient's account which wiII include all assets in the account as of the. end of the quaner and their fair market value, as well a all [Tan actions involving the account during the quarter. At other reasonable times. the Advisor will provide. at the Client' s request, additional information and advice to the Client regarding the Client's account. This information may be provided by mail, telephone or in person and. at the Advisor' s discretion, by client

service officers and employees of e ithe r the Advisor or of a bank or other fiduciary organization compensated by the Advisor for this purpose.

Except as provided elsewhere in this Agreement the Advisor is authorized, but not required, to act upon the Client 's oral special instructions.

PROXJES: E xce pt as provided in this paragra ph. the Advi sor will vote all proxies fo r securities held in the Client' s acco unt. A t the CI ient ' s request the Advisor will provide the Client with a proxy voti ng record for securities held in the Client' accou nt. If the Client or another designee is auth orized to vote the proxies, the Cli ent will provide the Advisor with verification ac ceptable to the Advisor, inc ludin g in s tr uc t io n s. that the Advisor is not authori zed to vote the proxies.

ASSIGNMENT: This Agreement may not be assig ne d by either party without the consent of the other party. and contemporaneous noti fic ation of the assign m e nt by ei the r party to the Custodian.

ADVISOR'S FEE: The Advi or will c ha rge a fee for its se rvices provided under thi A greement in acco rdance wit h the attached sc he d u le of fees tha t is co mputed on the bas is of the cas h and marke t va lue o f prop e rty in the account o n the last day o f ea ch ca le ndar q ua rte r. Th e Cl ient' s account will be bi lied q uart erly in arrears. The Advi so r will bill the Custodian for se rv ices provi ded to the Client' s a count unless otherw ise direc ted by the Cli e nt. T he C us todi an w ill pro mptly pay the Advi 'o r fo r service pro vide d to the Client's account by charging the C lie nt' s acc ou nt. Except as may be pe rm itte d by ru le or order of

rhe app lica ble state regul ato ry autho rity , the Advi so r ha ll no t be cornpen ated o n the bas is o f a hare of capita l ga ins upon or capital appreciation of th e fu nds o r any po rtion of the fu nds of the Cl ienr. T he Ad viso r will give the Client 90 days' written notice o f a change in the schedule of fees ap pl icable to t.he Cl ie nt's account. The new fee sc hed ule will au to ma tic all y come into effect for the Cl ient' s acco unt in ac cordance with the 90·day notice provision unless the C lient provides written not ice to the Ad viso r th at the ac count is not to continue under the new fee schedule. SPECIAL INSTRUCTIONS: The Client may submit special instructions to the Advisor at any time. Special ins truc tions become part of this Agreement only upon written acceptance by the Advisor.

TERMINATION: Client may terminate this Agreement without penalty within five business davs of signing it. Th is Agreement may be terminated e ithe r part y upon written notic e to the ot he r. Upon termination. the Client will promptly pay , or c ause the Custodian to pay, any fees due to the Ad viso r. The Advisor will refund any prepa id fees a llocable t periods after the date of termination. T he Advi sor will direct the Custodian to dispose of the property in the Cl ient' s ac count in accorda nce with the C lient' s writte n directions for dispositio n of the accoun t. The Advi sor will issue a final report as of the termination da te o f the account whic h will c on tain at least uc h in fo rmation as is contained in its quarterly re po rts.

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NOTICES: The Adviso r is not bound by any notice of or demand made wit h res pect to this Ag re eme nt un less s uc h noti ce or de ma nd is in writin g to the Advisor and signed by the Client or the Cli ent's legal re prese nta tive . T he Ad visor may rely co nc lus ive ly a nd is prot ect ed in acti ng upo n any wr itte n o r o ra l (if con firm ed in writi ng) notice re qu est . co nsent, instructio n or other instru ment re aso na bly be lie ved by th e Ad viso r in good fa ith to be ge nuine o r ign ed by the prop e r pe rso n or duly au tho rized or pro perly made. SEVERABILITY: U' any term of this Agreement is con strued as inval id or unenforceab le, the remainde r of thi s Ag ree me nt sha ll not be affected by su ch determinatio n and the remaining te rm s of this Agreement will be valid and enforceable to the fuU extent of the law. GOVERNING LAW: This Agreement is go ve rned by and co ns trued in accord ance with the laws of the State of New York now in effect or as from time to time amended. unless New York law is pree m pte d by Fede ral laws then in effect.

The Client acknowledges receipt of Disclosure Report in lieu of Pan IIofSEC Form AD V.

Current Fee Schedule attached as Exhibit

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Investment Policy Statement attached as Exhibit

TIle des ignated Introducer or Service As soci ate, if any,

will be paid a fee by the Advisor. Th ere is no additional cost to the Client due to this arrangement.

Client Information or Supplemental Information attac hed as Exhibit . C

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Social Security or fe deral Il):

Address for All Communications:

Lo c a l

773 Be n e f i t s Office

4 -1 4 180 2 0

La wr En c e J . Go n n e l l y Fun d Ma n a g e r P .O .Bo : 1 3 1 3 South Glens Fal l s , NY 1 2803 ~)

Telephone

13 - '7 C) 2 - 0 5 8 (i

Full T itle of Accou nt:

No r t h e a s t Ne w Yo r k Dis tri ct Co u nc i l Pip e fit ter s We l fa r e Fund

Na mes & T itles of Tho. e Si gning Agreement (Please Prim)

C(I)

Name T ille

LA-tz.& v/ '> 13,,) ,V1.<,- V\ .--'

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(2) N ame Tille

(3) Na me Signature

T itle

(4)

Name Signatu re

T ille

Introducer or Service Assoc ia t fo r this Account:

By:

Wright Inves tors ' Service. Inc.

Mr . Mic ha e l C . Ch r y s Custodian

Wa c h o v i a Se cur i ti e s

_

Date

/?--}'d-. 1 J() 7 060 707 Local77:l

Wright Investors' Service ADR Equity Management Fee Schedule For Northeastern NY District Council Pipefitters Welfare Fund Local 773

Annual Rate First $10 million

0.60%

Next $10 million

0.50%

Next $15 million

0.40%

Next $15 million

Fees are billed quarterly in advance at the rate of one fourth the annual rate based market value at the end of the preceding quarter.