Wright Letter Of Governing Instructions 0894 (gd-05)

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Letter of Governing Instructions For Wright Investment Management Daze

WRJGHT fNVESTORS' SERVICE

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Wright Iruernarional FlIWlciaJ Center !<XXI Lafayette Boulevard Bridgeport. Connecticut 06604

The unde rsigned q.he ''CJ ient ") designates Wright Investors' Service (~ "Advisor') to direct aJ the bank. IIlJSl company or other custodian approved by the Advisor (the "Custodian") the investment of all properry in [he Clieru .s accoW1J as provided for in this Letter of Governing Instructions for Wrigtu

lnvesunenr Mlnagc:mc.nt..

law and will continue any such bond [Or the term of !his Agreement and will PJO"ldI:: the Client with evidence of such coverage upc.fl wrirrea request

PURCHASE AND SALE OF SECURITIES: Tbe Client appoints t.hc Advisor agent for the Client

and authorizes ard instructs the Advisor 10 purchase and scl), in

REPRESENTATIO!"'6 AND WARRANTIES: TIle Advisor is an invcsnneru advisor as tha! term is deti ned in the Investment Ad'" ise rs ACt of 1940 (the .'A ct") a.~~ r~~jS-lc;-e~ ,. ,~tt1 the ~lJ:iti:.s .:nd Eltchanae Commission as provided for in th&I Act. 'The Advisor Is a fiduciary a! described in the Employc:c Reti rt.al em Income Security Act of 1974, as amended ("ERISA"), with respect 10 the Client's account, The Advlsor will use its best efforts

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investment management of the Client's account but

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Advisor's SJ.)Je and absolute dis-

creoon, Securities for the Client's account which

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Advisor deems advisable and ""hich conform to any written investment guicld.lJle$ or polici.cs of the Qle.ru which ere anccbed ;0 aad G;~e ;>ar. of this A~­ mWL For perposes of this Agnxmeul. the term Securities lrel uoes :

Stocks and fixed in:.ome instrument! meeting the quality requiremerss 01 rhe Ad VLSor. Funds or investment company shAres managed or selected by !he Advisor.

is DOt liable for losses resul tin& from actions taken or om i tied unless such ecuons are A viol won of the securities Il'IIS of the United States or failure to c:Ii scnarge the Adv lsor '« fld uci ary responsibttt t1e.s under ERISA.

govemments, aod

The Advisor t\as ohtaincd any bond required under Section 412 of E R TSA or any other applica.t>le

Other securities which the Client may deposi t or authorize in \II ri ti ng.

Deposits U1 and fixed lncoroc: obtiiations of my bJfl.k or rmanciAl corpontion operating uoder rhc: la~ of the United Swes or other

GOVERNMENT EXHIBIT GD -S

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1bc Client recognues Uu:.t 2.U investments are subject 10 -.arying degrees of risk and ~I the Advisor mates no represcruaaon UUt securitles bought will be profitable. Past performar-ce of the Advisor is not a guarantee of funJre results.

DePOSITS &: WllHDRAWALS: n-.e Clienl will notify the: Advisor (,t all cash aN:! securities deposited In or wlIMnwn (rom the Client's ~WlL The Advisor. however, i'i avthorlud to rely and act only u:poo written or oral notiflcation by the Custodian of such deposits or wilhc1rllW1ls. 11ie Adviso: is authorized. bur not required. to act on the Client's

am inserucuons

CUt:p' (!lc Advisor is only i.uthorlbc Clien/' .S 0 ral wiLhdra w aJ i ns truelions ..... ben !he instruction is 10 direct the Custodian 10 pay !.he withdrawal ~r~ctly 10 the Client or an account In ~ CJi~I's name. TIle Advisor may only direct other withdrawal instructions by forwarding the Clients written authoril.a.tion to ~ Custodian All oral instructions should be prom ptJy COMrmed In writi.l:lg. which can tndudc facsimile transmtssion, I zed 10 8Cl 0 n

BROKERS AND COMMISSION COSTS: Securities orders for lhis account with any broker/dealer that the Advrsor considers sarisfactory for ~ execution of in VCSUDenl transecnons for its clients . If Ole DIs· todian IS a broker/dealer that (he Advisor considers S4tisfactory , the Client authorizes the Advisor to place buy or SciI orders with the Custodian . The Advisor may com bine pu rcaase and sale II ansaccons for the Client's accoeru WIUl siruiiar transactions for other accounts dJ~d cy !.he Advisor whenever, in the discretion of ~ Advisor, ir is in the best interests of tile Cliem an:! other clients of the Advisor bur il does nor in any Wiy rrnparr !.he segregation of !he 'The Advisor is authorized to place

property in the Client's

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TIle Advisor is requ red. wl1c'ncver possible, 1.0 eUOJ te all trades 2.1. the IIlwe:sl cost to the d Lent. Tbe Clielll recognizes !hal OWly of !he broker/dealers with whom the Ad"is:Qr :IOrmally pla~ buy or sell orUers. also purd\ase iuvc.sunem SC(VI(XS from t.hc AdvlSOI fOI their own usc or on beh.a.lf oC !.helr customers, and Ihill somt. broker/dealers may, in ~procity (or broktl'll.gr. placed .... im tllem by the

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Advisor. &I~ prollide the AdvlSQr With specialized services which ~ uuhzed In lhl: Advisor's investment collection and vuI ytiuJ processes, Tbe Ad· visor may place buy or sell orders for this IIttOWll With such brok.er/deaJen OT with the broJ(eddeaJe.r. if any, who Introduced the Client 10 !.he Advisor. provided that s:ucb broke.rJckaler is considered by the Advisor is smsfaclory fur tile execution of investment tnnsaalom for 1/3 cJlenlS; ltW !he brokerage c.omminion charges and di$counts are ~bsun­ ,jaJly 1M same as !hose malk by other brokcr/de.aJe~ ulilited by the Advisor iIld not excessive in relation 10 lhc rates which are genel"lllly charged for s.imllar rransacti 0 IlS in !he $>CCUTl ti es iJldu S"t11': and that, in tbe best judgment of tix: Ad v lsor, !he titSI Interests of me Clienr and other clients arc not advc:rsdy affected. These provisions are believed by the Aevrsor to be in full compliance wim Section 28(e) Of the Securities Exc.hanic: Act of 1934.

LIMITED POWER OF AITORNEY: This Agreemeot constitutes 11 continuing Power of Attorney applying and Ilmlted 10 any md all fu~ transactions relating 10 the Oient's ~ This POwer of Attorney designates the Advisor as Agent subject to /he orders and instructiOn.5 contained in this Agreement, This Power of Anomey shall no! be affected by any change in the Olear's organization, and shall continue in effect untillhc Advtsor receives written notification from l.hc: Client that tnls Power of AttOrney has been revoked, The AdviSQr as Aiefll will aJW1l~ act and bind lhc: undersigned upon I:hl: instruction of its president or of anyone of i~ office rs or employees, as from lime to ti me designated for this purpose by its president, VERJF1CATION OF STATEMENTS: The Client i1uthorius !be Advisor. as agenl of the Client, 10 rec ei ve In!0 ItlI a.Ii on from !he Cust odl an for the purpose of reconcil lng reports prepared by the Custod ian U1 response (0 an y tnnsact.ions or actions by the CustodIan (or. or purporting to be for. the C1ie.tlt 's acco W1lREPORTS: At least quazt.et1y lhe Advisor lIIiJl PrQvide to [he Oient a firwldal rtpOlt of !he Clic:nt 's

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account which will include

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assets in the account

as of lllC end of the quarter and lheir (Poir mattd value, 3..5 well as all It'aJ \UCuons involving !he 0iLcount during !he QUlI1tCr. A: other reasonable times, IDe Advisor will provioe.

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the Oient's request ,

~dluonal

inrormartcn and advice 10 lhe Clien! regarding the Cllcnt's eccount, TNs informauon may be provided by mail le.lephooe or in peJSOO and.. Nhich the InltJal deposit is made. Thereafter. accounts art generally billed quarterly in advance. ba!:ed on the market value of all property in the Cl ient's account a.l the end of !he preceding calendar quarter. in accordance with the AJjvisor's current schedule oC fees. "J1)crt: will be a pro -rated ctwge for add itlonal <JePOSilS of cash or Securities mMc during a billing period.

fee for

Tbe Advisor will bill the Custodian (or services pro v ided to the 0 ient ' S ;,c.coum unless olherwl se directed by the CII~l Tbe Custodian will promplJy pa Ythe Ad v isor for servrces provided to lhc Client's accounr l7y chilt&ing tile C lien!' s account,

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The Advisor will give lhe Client 90 days' .... nnen not ice of a change in !he schedule of fees applicable to the Ciierns account . The new fee schedule will aUlomalica.lly come into effect for the Client 's account in accordance W1ID the 9O-iUy notice provision unless the Client provides wriuen oodce to the Advisor tluJ the account is not 10 continue under the new fee scredule.

SPECIAL INSTRUCTIONS: The Client may Submit special ilUtruC1ioos to the Advisor at any lime. Special instructions become pan 0 f this Agreemen: only upon written acceptance by the Advisor. Except as provided elsewhere in this A greemem, !.he Advisor is authorized , bur not requireo, 10 act upon lhe Client's oral special ins1nlctions.

TIle. Ad visor will nol honor any deviation or change from previously establIshed trust policy or investme n t objectives. except upon receipt of k Resolution of the Pension Fund's Board of Trustees authorizing such devi arion or change.

The Advisor may not n:ly on communications directly from individual Trustees or :I group of Trustees, but rather, only OD receipt of a Resolution of the Pension Fund' s BoouU of Trustees , ASSIGNMENT: nus Agreement m~y nol be assigned by either parry wilhoul wrinen consent of !he ol.her and contemporaneous wrinen notification of the ~iJ'IIlCnl by cit:hu party to !he Custodian . TERMINA nON: Thls Agreement may be term lnated by el ther party upon w rirren notice to lhc: ocher . Upon termitu:rlon. !he a ie:nt will promptl y ~y. or cause !he Custodian [0 pay. any fees due to !be Advisor. The Advisor Il1o'111 re!und my prepaid fees allocable to periods mer the dale of termination, TIle Advisor will direct the Custodian to dJSJlOS-C of the property in the Client's accowu in accordance WIth [he Clients written directions (or disposiuon of !he account. Tbe Ad~r will iuve 1 fuW report as of the terrninanon date of the accocnt which WIll contain u lust such mformanon ;as ~ contained U1 its quarterty reports,

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NoncES: The Advisor is no! bound by any notice of or uernarxl made w Ith respect 1.0 this Agreemen; unless such notice

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demand is in wr itini to

the Advisor anll signed hy the Client Or the Client's Icg~.1 repTC5Cf1t&UVC. TI,e Advisor fUy I1:ly concluSively and is protected i ll o.\:Ung upon my wriuen Of

oral notice request, consent, Instruction Of other instrument cusonably believed by the Advisor in good failh 10 be genuine or s)gned by Lhc proper

person or duly authorized or propet1y made. Any oral notice Should be pmmptly confirmed in wnting. wtUch can inciode fac;ul\ue rransmlssron, SEVERABILITY: If any term of this Agreement is construed as irwalid or unenforceable. the remainder of this Agreement shall nol be affected by S\I c h de tl= rrn inarion and the rem a..ininI te nn S 0 f th.i s Agreement will be valier and enforceable 10 the full extent of w. law.

GOVERNING LA W;

TIle Client acknoWledges reccipc of Pa..rt 11 of SEC Form ADV , Current Fee Scbedule allac.hed as Exhibit

Client In[orma.tion or Supplemental lnformarion a..aached :l5 Ellhibil _

Full Tille of Accoul'lL

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Names & Tilles of Those Signing

AgrtcltlCI'l(

(Plc.... e Pnnr)

CuslOd~

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Investment Policy Statement attached as Exhibit

Address for All Cornrnunit d.l.ions:

Telephon:

This Agreement is

g-ovcmc-d by and construed III accordance \\lith the laws of the Stare of New Yorr oow in effect or as from time to time amended, unlefi~ New YorY. law is pre-empted by Federal laws then in effect.

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EXHIBIT A Wrl(!bt Investors" Service "riP' ~ RnanciAJ e--

Phooc.: (20) 330- S<XX) Fu: (2:01) )JO.~I

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lcm ~ ~ . BridIl"JX'rt. ~ 06(,04..0lXI USA

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8,1994

Ml. PhiUp

De!lO<;tlO()

Segal Advisors, I n COne P3t1t Avenue New YOf"k City, New Yorx 10016-5895

Dear Phil; As per OUf conversation on July 7, 1994, conceming the Teamsters Pension Account, our managemenl has approved the changes noted below in our fee schedule for the Teamsters #294 pension plan.

Standard First Next Neld Next NI!Y:t

$5 Milfion $5 Minion $10 Million S15 Million $15 Milfion

Ie amsters -.70 - .60 ~ ,50 • .40 -.35

Basis Basis Basis Basis Basis

Points Points Points Points Points

~294

PensiQn

First $20 Million - .50 Basis Points Next s 15 Million - .40 Basis Points Next $15 MiUion - ,35 Basis Points

This represents $15,000 off our standard fee . If you have any questions, don't hesitate to call.

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Kenneth H . Singer Vice President

KHSlc1.S

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l nv esunents, Quo.liry Cawus . . . and Kups Oil COlU1lif1&