Gp-08 - Wright Local 445 Letter Of Governing Instructions 0107

RECEIVED JAN - ':3 lOG?

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GOVERNMENT EXHIB I T

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Letter of Governing Instructions For Wright Investment Management

WRIGHT INVESTORS ' SERVICE. INC.

440 Wheelers Fanns Road Milford. Connecticut OM60 The undersigned (the "Client") de sig n at es Wright lnvesrors' Service, Inc, (the "Advi sor") to di. reel at the bank. trust company or other custodian approved by (he Advi sor (the "CuSLOJian"} the in-

vestment of all property in the Client's account as provided for in this Leiter of Governing Instructions forWright Investment Managcrnern. REPRESENTATIONS AND WARRANTIES; The Advisor is an investment advisor as that terrn is defined in the Investment Advisers Act of 1946 (the "Act ") and regist ered with the Sec urities and EJIchange Commission as provided for in that ACI. The Advisor is a fiduciary as descri bed in the Employee Rcrirerne ru lncorne Security Act o f 1974, as amended ("ERlSA "). with respect 10 the Client 's account. The Advi sor will use its best efforts in th e investment management of the CIient's account but is not liable for losses resulting from actions taken or omitt ed unless such action s arc a violation of the securities l;.lWS of the United Stales or failure to discharge the Advisor's tiduci ilry rcsponsibil i I ies under ERISA. The Advisor has obtained any hand required under Secti on 4 J 2 of ERiSA or any other applicable

law and will continue any such bond for the term of this Agre ement and will provide rhc Client with evidence of such cov erage upon written request.

PURCHASE AND SALE OF SECURITIES: The Client appoints the Advisor agent for the Client and authorizes and instructs the Adv isor to purchase and sc 11, in I he Advisor's sole and absolute d i $cretion. Securities for the Client' s account which the Advisor deems advisable and which conform to any written investment guidcl ines or po Iicies of I he Client which are attached 10 and made pan of this A greement, For purp oses of this Agreement. the term Sccuriues iocludes:

instruments meeting the: quali ty requ ircmcnts of the Advisor,

Stocks and fi xed income

Funds or investm ent company shares managed or selected by the Advisor.

Deposits in and fixcd incom e obligations of any bank or financ ial corporation operat ing under the laws of the United Slates or other governments. and

Other secu ritie s which the Client may deposit or authorize in writing. E:'vU'LQYEE: llEJ\'F.Fn· &

or.osn F.RJSA ACCOUNTS CONFIDENTIAL WISO<0610

The Client recognizes that all investments are subject to varying degrees of risk and thal the Advisor makes no representation that securities bought will be profitable . Past performance of the Advisor is not a guarantee uf future rcsu IL~ .

DEPOSITS & WITHDRA \VA LS: The Client will notify the Advisor of all cash and securities deposited in or withdrawn from Ihe Client's account. The Advisor, however, is authorized 10 rely and act only upon written or oral noii fication by the Custodian of such deposits or withdrawals . The Advisor is authorized. but nOI required, (0 act on the Client's oral instructions except the Advisor is only authorized to act on the Client's oral withdrawal instructions when the instruction is 10 direct the Custodian to pay the whhdrawal directly to the Client or an account in the Client's name. The Advisor may only direct other withdrawal i nstrucrions by forwarding thc Client's written auihorizarion 10 the Custodian.

BROKERS AND COMMfSSION COSTS: The Advisor is authorized to place Securities orders for this account with any broker/dealer that the Advisor considers satisfactory for rhc execution of invesuncnt transactions for its clients. If the Custodian is a broker/dealer that the Advisor considers satisfactory. the Client authorizes the Advisor 10 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, il is in the best interests of the Client nnd other clients of the Advisor bUI il does not in any way impair the segregation of the property in the Client's account,

The Client recognizes Ihal 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 cu stomer s, and that some broker/dealers may. in reciprocity for brokerage 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 Ad-

visor may place buy or sci I orders for this account with such broker/dealers or with the broker/dealer, if any , who introduced the Client to the Advisor, provided loal such broker/dealer is considered by lhc Advisor as satisfactory for the execution of investment transactions for its clients: that the brokerage commission charges and discounts are substantially the same as those made by other broker/dealers utilized by the Advisor and not excessive in relation 10 Ihe rates which arc generally charged for similar transactions in the securities industry; and that, in the best judgment of the Advisor, the bCSI interests of the Client and other clients arc nor 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 applying and limited to any and all future transactions relating to the Client's account. This Power of Attorney designates the Advisor as Agent. subject 10 I he orders and instruct iOIlS contained in this Agreement . This Power of Attorney shall not be affected by any change in the Cliems organization, and shall continue in effect uruil the Advisor receives written notification from the Client that this Power of Attorney h015 been revoked. The Advisor O1S Agent will always act and bind the undersigned upon the insiruction of its president or of anyone of its officers or employees, as from time to lime designated for this purpose by its president, VERI FICA nON OF STATEMENTS: The Clieru authorizes the Advisor, <JS agent of the Client, to receive inforrnarion from the Custodian for Ihe

purpose of reconciling reports prepared by the Custodian in respon se 10 any transaction s or actions by Inc Custodian for, or purporting to be for. the Clicnrs account. REPORTS: Al le01S1 quarterly the Advisor will provide to the Client a financial report of the Client's account which will include all assets in the account as of t he end of the quarter and I heir fair market value, as well as all transactions involving the account during the quarter. At other reasonable limes,

CONFI DENT IAL

WIS020611

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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. telephon e 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' written notice of a change in the schedule of fees applicabl e to the Client's account. TIle new fee schedule will automatically come into effect for the Client's ac count ill accordance with the 9O-d3y notice provision unless the Client provides written notice to the Advisor that the account is not to continue under the new fee schedule.

PROXIES: Except as provided in this par!lgraph, the Advisor wiII vote all proxies for securities held in the Client's account. At the Client's request the Advisor wi II provide the Cl ient with a proxy voting record for securities held in the CI ient ' S account. If the Client or another designee is authorized to vote the proxies, the Client will provide the Advisor with verification acceptable to the Advi sor, including instruct ions. that the Advisor is not authorized to vote she proxies.

SPECI~L INSTRucrrONS: The Client may submit special instructions 10 the Advisor at any time. Special instructions become part of this Agreement only upon written acceptance by the Advisor. Except as provided elsewhere in this Agreement. (he Advisor is authorized. but not required. 10 act upon the Client' s oral special instructions.

ADVISOR'S FEE: The Advisor will charge a fcc for its services provided under this Agreement in accordance with the attached sched ule of fees lhal is

computed on the basis of the cash and market value of property deposited in rhe account at the time the CI ierir ' s accou nt is cstabl ished. Ge nerally, when accounts arc e stablished they are billed in advance pro rata through the end of the ca lendar quarter following (he quarter in which the initial deposit is made, Thereafter. accounts are generally billcd quarterly in advance, based on the market value of all property in the Client's account at the end of the preceding calendar quarter, in accordance with the Advisor's current schedule of fees. There will be a pro-rated charge for additional deposits of cash or Securilics made during (I billing period . The Advisor will bill the Custodian for services provided 10 the Client's account unless otherwise directed by the Client. Th e Custodian will promptly pay the Advisor lor services provided to the Client's account by charging (he Client's account. Except as may be permitted by rule or order of the applicablc s.latc regulatory authority, the Advisor shall not be compensated on the basis of a share of capital gains upon or capital appreci ation of the funds or any port ion of the funds of the Client.

ASSIGN1\-fENT: This Agreement may not be assigned by either party without wriucn consent of the other and contemporaneous wriuen notification of the assignment by either party to the Custodian,

TERML'JATION: Client may terminate this Agreement without penally within five business days of signing it. This Agreement may be; terminated by either party upon wriuen notice to the other. Upon termination. the Client will promptly pay, or cause the Custodian to pay, any fees due 10 the Advisor. The Advisor will refund any prepaid fees all ocable to periods after the dale of termination. The Advisor will direct the Custodian to dispose of the property in the Client's account in accordance with (he Client's written directions for disposition uf the account. The Advisor will issue a final report as of the ICl1TIi nation date of the account which will contain 01 least such information as is contained in its quarterly repons. NOTICES: The Advisor is not bound by any notice of or demand made with respect to this Agreement unless such notice or demand is in writing to the Advisor and signed by the Client or the Client's legal representative. The Advisor may rely conclusively and is protected in acting upon any written or oral notice request, consent , instruction or other instrument reasonably believed by the Advisor in good fauh to be genuine or signed by the proper person or duly aulhorizcd or properly made.

CON FI DENTIAL

WIS020612

·SEVERABILITY: If any term of this Agree, ment is construed as inval id or unenforceable. the re...- - - ---..mainder of UlIS' Agreement shall not be affected by

such determination ond the remaining terms of this Agreement will be valid and enforceable 10 the full extent of the law.

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

The designated Introducer or Service Associate . if any, will be paid a fce by the Advisor. There is no addit ional cost to the Client due 10 [his arrangement

Current Fee Schedule attached as Exh ibit GOVERNING LAW : This Agreement is governed by and construed in accordance with (he laws of the Stale of Connecticut now in effect or as from lime 10 lime amended , unless Connecticut law is pre-empted by Federal laws then in effect,

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Investment Policy Statement attach ed as Exhibit CI ient lnforrnarion or Supplemental Information attached as Exhibit _

Social Security or Federal1D:

Address for All Communications:

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LiLtS to~ i Sib +p . (j . '?t;v( ·~--,2,--,,",.:6--,---_ ~tJ)..i.)b4b N~ 1 ~).5SD Telephone '24:5-.5(; Y-lJ-cn ~ +'fJ · I c ~

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Full Tille of ACCQunl :

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Names & Titles of Those Signing Agreement

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Authorized Signatures of Client:

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Tillc (4) Name

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Introducer or Service Associate for (his Account :

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Signa re re

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By:

Wright Investors' Service. Inc.

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CONFIDENTIAL WIS020613