Wright Fee Agreement (gc-04)

Wright Investors' Service Wrighl lnrernational Financial Center 1000 Lafayeue Boulevard, Bridgeport, Connecticut 06604 USA

Phone: (203) 333·6666 Fax: (203) 330·5001

February 22, 1994

Mr. Joseph L. Bruno 89 Bulson Road Troy, New York 12180

RE:

Referral Agreement

Dear Mr. Bruno: The Winthrop Corporation d/b/a} Wright Investors' Service (WIS), being a duly registered investment adviser, agrees to pay you a referral fee in accordance with standard practices and as provided in Schedule A attached, for each investment advisory account WIS opens as a result of a referral by you. provided that: (a)

You are not currently and have never been (i) subject to any order, judgment or decree issued by the Securities and Exchange Commission; or (ii) convicted by any court of any felony or misdemeanor involving any form of deception (as defined in Section 203 of the Investment Adviser's Act of 1940).

(b)

You will provide impersonal services only. Your role will be limited to finding and referring prospective investment advisory clients to WIS . For solicitation purposes, you may use only such written materials as provided to you by W1S and you may only make oral statements which do not purport to meet the specific needs of any specific client.

(c)

The prospective investment advisory client acknowledged that he/she has been referred to WIS by you .

It is understood and agreed that you shall all state and Federal taxes as may be due for the services rendered by you pursuant to this Agreement.

CONFIDENTIAL WTS000228

GOVERNMENT EXHIBIT In Investments, Quality Counts . . . ana Keeps On Counting

GC-4

If this letter accurately reflects your understanding of the terms of your agreement with WIS, please acknowledge your acceptance by signing it below in the space provided. Sincerelyt-...

~~~ Albert L Meric, Jr., A Executive Vice Pr sident

aim/cd

Agreed to this

1s t

day of

~~~

~atur

March

-

, 1994.

Joseph L. Bruno

Name (Referral Agent)

Attached: Schedule A

bruno.294

CO~F\DEN'I1AL W15000229

SCHEDULE A

WIS will pay a portion of its investment management fees for referrals meeting all of the requirements in the attached letter of understanding. A referral fee will be paid for those clients who have retained WIS as an investment advisor as a result of having been referred to WIS by the Referral Agent. The referral fee paid by WIS shall be equal to a percentage of the fee paid by the client to WIS and shall be paid quarterly in arrears and the percentage paid will be as follows:

12 Month Billing Period 1st Year 2nd Year 3rd Year

% Paid to Referral Agent 10% 10% 10%

C()NFIDENTIAL WIS000230