Wright Letter Of Governing Instructions Sba 0798 (gi-01)

GOVERNMENT EXHIBIT GI -1 WRIGHT INVESTOR'S SERVICE

J UL 17 1998

RECEIVED DEPT 52

Letter of Governing Instructions For Wright Investment Management Dat e

WR IG HT INVESTORS ' SER VICE, INC. Wright Inte rnational Finan c ial Center 1000 Lafayette Boulevard B ri dge port, Con necti cut 06604

Th e und ersigned (the "Cli ent") designat es Wright Investors' Service, [n ~. (the " Adv isor") to di rect at th e bank , trust co m pany o r othe r ustod ia n app ro ved by I he Advisor (th e "C us todia n" ) t he inve s tm e nt of all p rope rty in the Client' s acco u nt as pro vid ed fo r in th is

Letter of Go vcrnin a Instructions for Wright rnvestment M anagement . REPRESENTJ\TrONS AND WARRANTIES: Th e Advisor i. a ll iuv ·~ l ll)t'. n l ad viso r
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an d w ill conti nue any su h bond (or the term of this Agreement and will provide (he Client with ev ide nce of suc h cove rage up on wr itlen request. PUHCHASE AND SALE Of SECURITIES: The Client appoint s the Adv isor agent for the C lient and authorizes and instruc t ih c Advi sor 10 purchase and e ll, in the Adv isor ' . s o le and abso lute discretion . Securitie s for (he C l ients ;JCCOunl which the Ad visor deem s ad visable an d which co nfo rm to any written investment guidelines 'O r po l icics of the C lien t whic h arc att ac he d to a nd rna Ie part o f I his Ag ree me nt. For pu rposes of I his Ag ree me nt. the te rm Scc u J i ljt:~ iuc l ucl c»:

Th e Ad vis or will usc. it s be st e f fo rts in i hc in vestment man agement of (he Clierus acco unt but is n t liabl fur losses resul ting from act i o n: tak en or o m itted unless suc h actions arc a violation of the scc u rities law s of th e United S late s or fa ilure 10 di sc ha rge the Advisor ' s fiduciary responsib ilit ies unde r

S toc ks and fixed income msuu me nrs mee ting the qua lity requi re m ents o f the A d vi sor . Funds or inve stm e nt compan y shares ma nage d or se lec ted by the. Ad viso r,

E R ISA

D posits in and fixed income ob ligations of any ban k or [inanc iaI co rporation operat ing under the law s of the United Slates or o ther gov ern me nts, and

T he Au Viso r ha: brained any b nd rcqu ired und c r : ec tion 4 12 ofF.RIS A or any other app l: ab le law

Othe r securities which the 'lie n! lTIay dep o sit or author ize III w ri l ing

CONFIDENTIAL WIS020619

EMPLOY E E TI E 'E FIT

f,.. OTIl EIl

EWS A ACCOUNTS

mario n and advice to the Client regard ing the Cli ent's account. Thi s info rmation may be prov id ed by mail , telephone or in person and, at the Adv isor's discretion, by c lien t se rvice officers and employee s of e ither the Advi sor or of a bank. or other fiduciary organ ization compen sated by the Advisor for this purpose.

PROXIES: E xcept as provided in thi s para gr aph, the Advi so r will vote all pro xies for se curiti es held in the Client 's account. At the Cl ient ' s requ est the Advi sor will prov ide the Cli ent with a proxy voting record for securities held in the Cli ent' s account. If th e Client or another designee is authorized to vote the proxie s, the Client will provide the Adv isor with verifi cat ion acceptable to the Ad v iso r, inc luding instru ction s, rhat rbe Adv isor is not authorize d to VOle the pro xies . ADVISOR 'S FEE: The Ad visor will c harge


Th e Adv isor WIll givc the Client 90 day s' written notice of a change in the sc hedule of fees applicabl e to the Cli ent' s account. The new fee sched ule will automatic ally come into e ffec t for the Client's account in accorda nce w ith the 90-day notice pr ovi sion unless the C l icnt provides written notice to the Advisor that the accou nt is n OI 10 continue under the new fee schedule. SPECIAL INSTRUCTIONS : The Cli ent may subm it spec ia l instructions to the Ad visor at any lime. S peci al instructions bec om e pan o f th is Agreem ent only upon writt en ac ceptance by the Advisor. Except as provided el sewhere in this Ag reeme nt, the Advi sor is auth or ize d, but no/ required, /0 a c t upon the Cl ienr' $ oral spec ia l instrucr i ons, ASSIGNMENT: Thi s Agreement may not be assigned by eirh er party without written co nsent of the o ther and contemporaneous writlen notificauon of ihe assign meru by e ither party to the Cus todian.

fee for its se rvices provided under (his Agree me nt in

accord ance wuh the attached schedule of fee.s that is computed on th e basis of the c ash and market value of properl y d eposu ed in the ac cou nt a t th e lime th e C lien t' s a c c o u nt is e stablis he d . G e ne rall y , wh en account s are establ ished they ,He billed in ad vance pro r ata throu gh the end of rhc cale ndar quart er followi ng

the quarter in which the initial deposit is made . T hereafter. account s are generally billed quarterly in advanc e, based o n the m arke t val ue of all pro perty in the Client's ac co unt a t the end o f the prec edin g calendar qu art er , in accordan ce with the Ad vi sor ' s current sched ule of fees. There will be a pro-rated c harge for addi tional d ' posits of cash or Sec-uri I ics made d uring a bill ing pc riod .

TERM [NATION : Cli ent m ay termin ate this A gr eeme nt wuh out pen alt y wi thi n fIve busin ess days of sign ing it. Thi s Agreement ma y be terminated by e ithe r pa rty upon wri t te n notice to the oth er . Up on termination. the C lien t will prompt ly pay. or cau se the C ustodian to pay, any fees due 10 the Adviso r. T he Adv isor wrll refund any prepaid fees a llocab le 10 pe riods after the dare of term ination. T he Advis o r wi ll direct the Custodian to dispose of the propert y in the Cli ent' s account in acco rdance with the Cl ient' s writt en directions (or d ispos itio n o f the iJCC O IHi' . T he Ad visor wi!! issue a final report as of t hc ter min a t io n d ate o f th e acc ount whi ch will co ntain a l least Stic h info rmation as is co ntained in its quaner l y re po rts.

The Advi sor will bill ihe Custod ian for . erviccs pro vided to the. C lie nt' s account unless othe rwise direc ted by the Cl ie nt. TIle Custodian will promptly pay the Ad viso r fo r services pro vided (0 the Client's ac co unt by charging the Client' s acco unt. Except as may he perm itted by ru le or o rde r (If the applica ble sl ate regulatory author ity, th e Adv isor shall nOI be compensated on i hc bas is of ;) share o f capi tal ga ins upon or capita l apprec iatio n o f the fund s o r any po rt ion of the funds o f the CIicnt.

NOTICES : The Ad visor is not bound by any notic e of or dem and made with respect to this Ag ree ment

un less such notice or demand is in wriung to the Adviso r and signed by the C lient or (he Cl ient' s legal rcprcsc nra:ivc , The Advi sor may rely co nclu si vely and is prot ec ted in acting upon an y written or oral notice rcque r. consent. in trucrion or other in strum ent re asonab ly b >lievcd by the Adviso r ill good fa ith to be genuinc or sigllt' d by the proper person o r du ly auth orized o r pr ope r!y made . CONFIDENTIAL WJS020620

The Cli ent recogni zes that :Ill invest me nts arc su bject io varying de grees of risk and that the Advi sor mak es no rep resen ta tion that securities bought will be pr ofitable. Past performance of the Advisor is not a guarantee of fu ture result s .

DEPOSITS & WITHDRA WALS : The C lient wj 11 notify the Ad v isor of all c ash and securities deposited in or withdrawn from the Client's account. The Advisor . however. is authorized to rely and act only upon written or ora I notification by the Cu stodian of such deposits o r withd rawal s. The Advi sor 1$ authorized, but nOI requ ired. (0 act on the Client' s oral instructions except the Advisor is only authorized \0 act 011 the Client's oral withdrawal instruc tions whe n the instru ction is to d irect the C ustod ian to pay the withdrawal directly to the Client o r an accou nt in the Cl ient ' ... name. The A d v i o r may o nly d irect oth er withdrawal instructio ns by forwarding the Cli ent ' s written authorizatio n to the Cu .tod ian.

BROKERS AND COMMISSION COSTS: The Advi sor is authorized (0 place Securities o rders for I his ac cou n t wi I h all y br oker/dea ler I h al the. Ad visor considers sa tis fac tory for the execution of investment transactions for irs cl ients. If the Cust od ia n is a broker/dealer thai the Ad visor cons ide rs sa ti. fa tory, the Client authorize: the Advi sor 10 pla ce bu y or se ll orde rs with the Custod ian. Th e Advisor may co rn hinc purch ase and sale transac tions for the Cl ie nt' s acc ount with similar tran sactions for othe r acc ounts di rec ted by the Ad visor w hene ver. in the d isc retio n of the Advi sor. it is in the best interests of the Cl ie nt anel othe r c lients of the Ad visor but it does not in an y wa y im pai r the scgrcgm io n o f the property in the Cl icu t« ae ounl.

T he Client rec ogn i zes I h ;l l many of the b ro ker/ dealers with wh om the Adviso r normall y place s buy or e ll orders also purc ha se inv estment serv ice s Iro m the Ad vi: or for thei r own usc or on b half o f the ir enst ornc rs . a nd Ih at s o m e b ro kc r/de a le rs may. in rec iproc ity for brokerage plac ed with the m by the Advisor. a lso provide the Ad vi: or with spe c ia lized se rvices w h ich are utilized in the Ad vi or' s inves tme nt co llec tion and analytical proces ses T he Ad viso r may

place buy or sell orders for this account wuh such broke r/dea le rs or with the brok er/dealer, if any , wh o introduced (he Client 10 the Advi sor. provided that such broker/dealer is c onsid ered by the Advisor as S3! isfactory for the exec ution of investment transactions for its clients: lhal (he brokerage commission ch arges and discounts arc substantially the same as those ma de by ('I \] (:r bro ke r/dea lers utili zed by the Adv isor and not excessive in relation 10 the rates which are generally charged for sirnilar transactions in the securities industry; and that, in the best judgment of the Advisor, the best interests of the Client and other clients are not adversely a ffected . T hese pro visions are beli ev ed by th e Adv isor t o be in full co mpliance with Section 28 (e) of the Securities Excha nge ACI of 1934.

LIMITED POWER OF ATTORNEY: This A greement co nsti tutes a co ntinuing Power of A tt orney app ly ing and limit ed to any and all future transactions rel ati ng 10 the C lie nt' s account. Th is Powe r of Attor-

ney designates the Advisor as A rent. subj ect 10 the orde rs and instru ctions conta ined in this Agreement. ,[11i:; Powe r of Attorney sha ll not be affected by any chan ge ill thc Client's o rganization. and shall co ntinue in .ffcct unril the Advisor receives writt en notifica tion fro m the Client that thi s Power of Au ornc y has been revoked. The Advisor as Agent will alway. act and bi nd the unde rs ig ned upon the instruc tion of its presi de nt or of anyone of its offi cers or emp loyees , as from time to tim e desi gnated fo r this purp ose. by its presic1enl. VEHIFfCA TiON Of.' ST ATE1ViENT S': T he C lie nt authorize s the Ad v iso r. as agen t of the Client, 10 receive info rm ati on from the Custod ian for the purpose of reconciling reports prepared by the Cu stod ian in respons > ( 0 any tran sac tions or act ions by i he Custodi an for. or purpo rting I be for. the Cli ent' s accounl.

REPonTS: At leas t quart e rly the Advisor will pro vide

the C lie nt a fin an .ial repo rt of the C lie nl' s acc ount which w ill inc lude :11 1assets in the account 3 . o f the end o f the qu arter an d their fair market value . as we ll as i111 tra nsact ions in vol ving the acc oun t du ring the quart er. At o ther rea sonable times, the Ad visor wi II pro vide, at the C Iienr' 5 request. additional inforIr

CONFIDENTIAL

WIS020621

SEVERABILITY: If any term of this Agreement is construed as invalid or uu enforceable, (he remainder of this Agreement shall not be affected by such determination and the remaining terms of this Agre ement will be valid and enforceable to the full exrent of the law.

111c Client acknowled ges r eceipt

of Disclosure Report in lieu of 1\H1 " of SEC Form ADV.

The de signated Introducer or Service Associate, if any. will be paid a fcc by the Advisor. There is no addi tional cos t 10 the Client due \0 this arran gem ent. Curn':111 Fee Schedule attached as Exhibit

GOVERNING LA W: This Agreement is governed by and construed in accordance with (he laws of the Stare of Connecticut now in effe ct or as from lime 10 time a mende d , unl es s Co nnec ticut law is pre-empted by Federal la ws then in ef fect.

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Investment Policy Statement attached as Exhibit Cl ient Information or Supplemental Information a ttached as Exhibit _

(UO b0 9g - ~ Social Security or Federal 10 :

Address for All Communications : Joseph V. Toal, Pres .

13-3704953

The Sergeants Benevo len t Assoc. 35 Worth Street

Full Title

or Account :

Sergean t s BoJ1evolent M soc i a t i o n - Annuity PI; Ney York Ci ty I NY 1001 3 Tele phone --z-]:-2- 2Z6-7i-AA-...--- - - - - -

Authorized Signatures of Client:

Til le (2) Name

Tit le

en

N 3 11le Tille

(4)

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N~TTle ~ _'C-'/1 ? _'_A_.J T il le -.L.2,u4

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Int rod ucer or Service Associate

By:

Wrig ht Inves tors' Servic e . Inc.

for this A ccount:

Cu sto dian CONFIDENTIAL W1S020622

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