Wright Fee Schedule 1996 (gc-13)

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Wright Investors) Service Phone: (203) ))0-5000 Fax: (203) 330-5001

W ri ght lntcrnatio na l Finan c ial Center \000 Lafayette Bonlcvard. Bridgeport. Conn ccricur 066Od...llnO USA

February 5. 1996

Mr. Tim Collins, Esq. P.O. Box 264A Route 9P Saratoga Springs, NY 12866

Dear Mr. Collins: In accordance with our recent telephone conversation, I enclose the following items: Sample Employment Agreement Blank Schedule D Wright Policy Conceming Personal Securities Transactions (Code of Ethics) Form ADV. October 1995 , Outlined below are two approaches to establishing a new relationship agreement with your client Either approach would necessitate adherence to Wright's Code of Ethics and the filing of Schedule D ,

A. Employee/Solicitor Employees who are solicitors are required to adhere to our Code of Ethics, enter into a written contract with Wright and to complete a Schedule D. The sample contract is based on the one Wright nOW has with your client. One main difference is that disclosure does not have to be written, nor does it have to specify the compensation. (please note that this form of agreement has not been reviewed or approved by any of Wright's executive officers. I drafted it just to give you some idea of what I would suggest to the proper officers here.) This agreement would still be part of the records mandated for investment advisors and would.therefore, be subject to inspection by the SEC. Schedule D is made a part of our Form ADV, which would be filed be the SEC and the State Department of Law . GOVERNMENT EXHIBIT CONFiDENTIAL GC-13 WIS000353 In Investments, Qualiry Counts . . . ana

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B. Part-time Employee Employees who sol icit and service clients are still subject to the Code of Ethics and must complete a Schedule D, which is filed with federal and state authorities. However, there need not be a written employment contract, although I believe the compensation arrangement should, be memorialized . In any case, if we structure the relationship as a true, albeit part-time, solicitation and s ervice employment relationship, there is no need for it to be kept in our "SEC Files."

Al Merie, Executive Vice President of Sales & Marketing, favors the latter approach. If your client agrees, you and 1 can work out acceptable ways of satisfying some of the usual indicia of employee status (W-2, business card, assigned office space here, training, activity reports, etc.) without unduly burdening either party . I have enclosed our most recent ADV,just to give you the "flavor'lof the filing. I look forward to hearing from you. Very truly yours,

~ It/L\F Helen W. George Internal Legal Counsel

CONFIDENTIAL WIS000354