Gp-04 - Wright Letter Of Governing Instructions Local 445 0606

SCANNED

JUN' 2 0 2006 Wright Investors'

Letterof Governing Instructions For Wright Investment Management

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WRIGHT INVESTORS' SERVICE, INC. 440 Wheelers Farms Road

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Milford, Connecticut 06460

The undersigned (the " C l icru") designates Wright Investors ' Service, Inc. (the "Advisor") to direct at the bank, trust company or other custod ian approved by the Advisor (th cI'Custodian") the in ve st me nt of all property in the Cl icnts account as provided for in this Leuer of Governing Instructions Ior Wright Inv cstrncnt M an age ment.

REPRESENTATIONS ANO WARRANTIES: The Advisor is an investment advisor as that term is fkfj ll~(1 in the Investme nt Adviser s Act of 19,10 (the "Act") an d registered with the S ecurities and Exc ha nge Commiss ion as provided for in that Act. The Advisor is a firln~i;lry 7l_~ rl,...sc ribed in I he. Employee Retirement Income Security Act of 1974, as amended ("ERISA "). with res pec t to the Client's acc ount.

Jaw and will continue any such bond for th e term of this Agreement and will provide the Client with ev idcncc of such coverage upon written request.

PURCHASE AND SALE OF SECURITIES: The Client appoints the Advisor agent for the Clie nt and authorizes and instructs 1he Advisor 10 purchase and sell, in the Advisor's sole and absolute di scretion. Securities for (he Client's account whi ch the Advisor deems advisable and which conform to a ny written investment guidelines or po licics of thc : Client which are auachcd 10 and made part of this Agr ecrncn L For pu rposes of thi s Agree I ncn l, Ihe term Secu ri lies inc! udes: Stock s and fixed income instruments meeting the qu ali ty req uirements of the Advisor,

The Advis o r will lis e its best e f fort s in (he inv est m e nt manage m e nt o f the Cli ent' s account bUI is 1101 liab le for losses res u lting from actions taken or o mitted unless such actions are a viol ation of the securities Jaws of th e United St ale s or failu re to d isc ha rge the Advi so r's fiduci ary respons ibil ities un de r £RJSA.

Deposits in and fixed income obligations of any bank o r fina nci al c o rporation o perat ing UDde r the laws o f the United States or other go ve rnme n IS. and

The Advi sor has o bta ine d any bono requ ired under Se ction 412 of ERISA o r a llY ot her app lica ble

O ther se c uri ties which the Client may deposit or a uthorize in writing.

Funds or investm ent company s ha res managed or se lec ted by the Adv isor,

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GOVERNMENT EXHIBIT GP-4

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The Client recognizes ihat all investments are 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 no! a guarantee of future results.

QEPOSJTS & WITHDRA WALS : The Client wilJ 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 notification by the Custodian of such deposits or withdrawals. The Advisor is authorized, but not required, (0 act on the Client's oral instructions except the Advisor is only authorized to act on the Client's oral withdrawal instruclions 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 wriuen authorization to the Custodian.

BROKERS AND COMMISSJON COSTS: The Advisor is authorized [0 place Securities orders for thi s acc ount with any broker/dealer that the Advisor considers satisfactory for the execution of investment transactions for its clients. If the Cusrodian is a broker/dealer that the Advisor considers sarisfactory, the Cl ient authorizes the Advisor to place buy or sell orders with the Custodian. The Advisor may combine purchase and sale transactions for the Client's 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 docs nOI in any way impair the segregation of the properly ill Ihe Client's account. The Client recognizes that many of the broker/ dealers with whom the Advisor norm ally places buy or sell .o rdcrs also purchase investment services from the Advisor for their own use or Oil behalf of their c u. tom ers, and that some broker/dealers may, in rec iproci ty for brokerage placed with them by the Advisor, also provide the Advisor with special ized services whi ch arc utilized in the Advi sor's inve stm nt c oll ection and analytical processes. The Ad-

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visor may place buy or sell orders for this account with such broker/dealers or with the broker/dealer. if any, who introduced the Client 10 the Advisor, provided that such broker/dealer is considered by lhe Advisor as satisfactory for the execution of investment transactions for its clients; that the brokerage commission charges LInd discounts are substantially the same as those made by other broker/dealers milized by the Advisor and TIOl excessive in relation to the rates which are generally charged for similar transactions in 1he securities industry; and that, in the best judgment of the Advisor, the best interests of the Client and other clients LlI"C 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.

LIMlTED POWER OF ATTORJ.~EY: This Agreement constitutes a continuing Power of Attomey applying
to receive information from the Custodian (or the purpose of re conc iling reports prep ared by the Custodian in response to any transactions or actions by the Custodian for. or purporting to be for, the Client's account.

REPORTS: AI least quarterly the Advisor will provide to (he Client a financial report of the Client' s account which wiU include all assets in the account as of the end of the quarter and their fair marker value. as well as 1111 transact ions involving the account during the quarter. At other reasonable times,

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the Advisor will provide, at the Client's request, additional inforrnaiion and advice 10 the Client regarding the Cli ent's account, 111is information may be provided by mail, telephone or in person and, at the Advisor's discretion, by client service officers and employees of either the Advisor or of a bank or other fiduciary organization compensated by the Advisor for this purpose.

The Advisor will give the Client 90 days' wriuen not icc of a change in the schedule of fees applicable 10 rhc Client's account. The new fee schedule will automatically come ;nlo effect for the Client's account in accordance with the 90-day notice provision unless the Client provides written notice La the Advisor that the account is not to continue under the new fee schedule.

PROXIES: Except as provided in this paragraph, the Advisor will vote all proxies for securities held in tbe Client's account. At the Client's request the Advisor will provide the Client with a proxy voting record for securities held in the Client's account. 1r the Client or another designee is authorized to vote the proxies, the Client will provide the Advisor with verification acceptable to the Advisor, including insrruct ions, that the Advisor is not authorized to vote the proxies.

SPECIAL INSTRUCTIONS: The Client may submit special instructions 10 the Advisor at any lime. Special instructions become pari of this Agreement only upon wriuen acceptance by the Advisor. Except as provided elsewhere in this Agreement, the Advisor is authorized, bul not required, 10 aCI upon (he Clienrs oral special instructions .

AOV1SOR'S FEE: The Advisor will char ge a fee for its services provid ed under this Agreement in accordance with the attached schedule of fees that is computed on the basis of the cosh and marker value of property deposited in the account ot the lime the Cli erus acco unt is established . Generally, when accounts arc established they are billed in advance pro ra ta through the end of the calendar quarter followin g the quarter in which the initial deposit is ma de. Ther e after, accounts arc generally billed quartcrly in advance, based on the market value of all pro perty in the Client's account
The Advisor will bill the Custodian for servic e!' pro vide d to the Client' s account unless oth erwi se direc ted by the Client. The Custodian will promptly pay the Advisor for services provided to the Client's aCCOU T)t by charging lilt: Client's account. Except a s may be pcnni u ed by rule or order of the app licab le state regulatory authority, the Advis or shall not be compensated on the basis of i1 share of capital gai ns upon or capit al appreci ation of the fund s or any portio n of the funds of the C lie nt.

ASS1GNMENT: This Agreement may no! be assigned by either party without written consent of the other and contemporaneous w ritten notification of the assignment by either party to the Custodian.

TERMINATION: Client may terminate chis Agreement without penally within five business days of signing it. This Agreement may he terminated by either party upon written. notice to the oth er. Upon termination, (he Client will promptly pay, or cause the Custodian to pay, any fees due to the Advisor. The Advisor wi II refu nd any prepaid fees allocable to periods after the dale of rcrrni nat ion. Th e Advisor will direct the Custodian 10 dispose: of the property in the Client's account in accordance with the Client's written direc tions for disposition of the account. 'The Advisor will issue a final report as of the termi nation date of the accou nt which will contain at leas t such information as is contained in its quarterly re ports. The Advisor is not bound hy any 10 this Agree-ment unless such notice or demand is in writing 10 the Advisor and signed by the Client or the Client's legal representati ve. T he Advisor may rely conclusively and is protected in acting upon any written or oral notice request. conse nt. instruction or other instrument reasonably believed by the Advisor in good faith 10 be genuine or signed hy rhe proper person or duly au thorized or properly made. NOTICES:

notice of or demand made with respect

CONFIDENTIAL WIS020601

SEVERABILITY: If any term of this Agreement is construed as invalid o~ unenforceable, the remainder of this Agreement shall nol be affected hy such dercrrninarion and the remaining terms of this Agreement will be valid and enforceable 10 the full extent of the law.

Th e Client acknowledges receipt of Disclosure Repo rt ill lieu of Part II of SEC Form AnY.

The designated Introducer or Service Associate, if any, will be paid a fee by the Advisor. There is no additional cost to the Client due to this arrangement.

Current Fee Schedule attached as E xhibit

GOVERNING LAW: This Agreement is governed by and construed in accordance with the laws of the State of-Connecticut now in effect or as from rime to time amended, unless Connecticut law is pre-empted by Federal laws then in effecL

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Inv esunent Policy Statement attached as Exhibit CI ien t Inforrnat ion or S upplemcnta I 1nforrn arion attached as Exhibit '

Social Security or Federal1D:

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Autho rized Signatures of Client :

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Introducer or Service Associate (or this Account:

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Wr ight Investors' Service. Inc,

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CONFIDENTIAL WIS020602