Wright Fee Schedule 1995 (gc-12)

Wright Investors' Service ®

Wright International Financial Center 1000 Lafa yette Boulevard. Bridgeport. Connecticut 06604-4720 USA

Phone: (203) 330 ·5000 Fax: (203) 3 '0-50UI

December 15, 1995

Mr. Joseph L. Bruno 89 Bulson Road Troy, NY 12180 Dear Joe, As a result of the outstanding effort on your part, our President and Chairman have agreed that we should provide a further modification to the schedule of referral fees previously established. The new Schedule B is attached and will be effective for the next billing for each of the existing accounts as of December 1,1995, based on the period that the account has been under management. The April 28, 1995 fee Schedule A will still apply to new accounts after this date. As a reminder, your relationship with Wright Investors' Service as a referral agent must be disclosed to each prospective account. The exact form of this disclosure has been provided by our in-house counsel, Helen George, and a copy is attached. All of us appreciate the job you have done, particularly considering your very busy schedule. Sincerely,

Albert L. Merie, Jr., CFA Executive Vice President ALM,Jr.lcd cc: Helen George

GOVERNMENT EXHIBIT GC -12

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In In vestm ent s. Quality Coun ts . . . a nd Keeps On Counting

06893

December 15, 1995

Mr. Joseph L. Bruno 89 Bulson Road Troy, NY 12180 Dellf Joe,

As a result of tbe outstanding effort on your part, our President and Chairman have agreed that we should provide a further modification to the schedule of referral fees previously established. The new Schedule B is attached and will be effective for the next billing for each of the existing accounts as of December 1, 1995, based on the period that the account has been under management. The April 28, 1995 fee Schedule A will still apply to new accounts after this date.

As a reminder, your relationship with Wright Jnvestors' Service as a referral agent must be disclosed to each prospective account. The exact form of this disclosure has been provided by our in-house counsel, Helen George, and a copy is attached. All of us appreciate the job you have done, particularly considering your very busy schedule. Sincerely,

Albert L. Merle, Jr., CFA Executive Vice President

ALM,Jr.lcd cc: Helen George

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Schedule A

Referral Fees to be paid to Joseph Bruno Accounts Established After 12/1/95

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 Joseph Bruno. 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. The percentage paid will be as follows: Client Fees Paid During: I st Year of I nvcstmen t Ma nagemen t 2nd Year of Investment Management 3rd Year of Investment Management

Percent Paid to Referral Agent 20%

15% 15%

Although this agreement is for the first three years of investment management of any client, it is Wright's intent to continue payments to referral agents so long as there is a continuing active relationship between the referral agent and Wright Investors' Service. It is expected that payments after the third year of investment management will be at the rate of 10% of fees paid by the client to Wright.

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06 S9~

Schedule B

Referral Fees to be paid to Joseph Bruno Accounts Existing Prior to 12/1/95

WIS will pay a portion of its investment management fees for referrals meeting aU 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 Joseph Bruno. 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. The percentage paid will be as follows: Client Fees Paid During: 1 sr Year of Investment Management 2nd Year of Investment Management 3rd Year of Investment Management

Percent Paid to Referral Agent

25% 20% 20%

Although this agreement is for the first three years of investment management of any client, it is Wright's intent to continue payments to referral agents so long as there is a continuing active relationship between the referral agent and Wright Investors' Service. It ~c-te that payments after the third year of investment management will be at the rate f LO% of f s paid by the client to Wright.

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Wright Investors' Service ®

Wright Internationa l Financial Center 1000 Lafayette Boulevard. Bridgeport. Connecticut O(i(,()4-4720 US A

Phone: (203) 330 -5000 Fax: (203) 330 -5001

Disclosure Memorandum

TO: (Nam e of Client or Prospective Client) FROM:

WRIGHT INVESTORS' SERVICE

SUBJECT:

COMPENSATION TO INDEPENDENT SERVICE ASSOCIATE

Wright Investors' Service ("\vIS") will pay a portion of its investment management fees to Joseph Bruno for his efforts in introducing you to WIS. Such fee amounts to no marl: than 20% ofWI S's investment management fee and does not result in any additional charge to you. n addition to acknowledging disclosure of this compensation arrangement, your signature below indicates receipt of Part Il of WIS' Form ADV. J

Date:

Received and Acknowledged:

068 97 III

In vestm ents. Qu ality

C OUI/ts . . .

an d Keep s Oil Co unting