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Letter of Governing InstructionsFor Wright Investment Management

WRJGIIT INVESTORS' SERVICE, INC.440 Wheelers Farms RoadMilford, Connecticut 06460The undersigned (t h e "Client") designatesWright Investors' Service, Inc. (the "Advisor") to di-

rect at the bank, trust company or other custodian ap-proved by t he Adv is or (t he "Custodian") the in-vestment of all property in the Client's account asprovided for in this Leiter of Governing InstructionsforWright Investment Management.

REPRESENTAHONS AND WARRANTIES:The Advisor is an investment advisor as thai term isdefined in the Investment Advisers Act of 1940 (the"Ac t") and registered with the Securities and Ex-change Commission as provided for in that Act. TheAdvisor is a fiduciary as described in the EmployeeRetirement Income Security Act of J974, as amended("ERlSA"). with respect 10 the Client' s account.The Adv iso r wi 11 usc it s best efforts in the

investment management of the Client' S account butis not liable for losses resulting from actions taken oromitted unless such act ions are a violation of the se-cur it ies laws of the United SI:lIt::S or failure 10 dis-charge the Advisor's fidu ciary responsibilities underERJSA.

TI le Advisor has obtained any bond required un-der Section 412 of ERlSA or any other app licablc

D"c b - = - -__law and will continue any such bond for the term ofthis Agreement and will provide the Client withevidence of such coverage upon written request.

PURCHASE AND SALE OF SECURlTlES:The Client appoints the Advisor agent for the Clien tand authorizes and instructs the Advisor to purchaseand sel l, in the Advisor 's sole and absolute dis-cretion, Securities for the Client's account which theAdvisor deems advisab le and which conform to anywritten investmen I guidcli ncs ur polic ics of theClient which arc auachcd 10 and made pan of thisAgreement. For purposes of' his Agrccmcn l., the termSecurities incl udes:

Stocks and fixed income instruments meet -ing the quality requirements of the Advi sor,Funds or investment company shares man-aged or selected by the Advisor,Deposi ts in and fixed income obligations ofany bank or financial corporation operatingunder the laws of the United Stales or othergovernments, andOther secur it ie s which the Cli en t may de -posit or authorize in writing.EMYLOYEE DENEFlT & oriran E1U$A ACCOUNTS

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The Clien t recognizes that all investments arcsubject [0 varying degrees of risk and t ha t the Ad-visor makes no representation !.h;l\ securities boughtwill be profitable. Past performance of the Advisor isnot a guarantee of future results .

DEPOSITS & WlTIIDRAWALS : The Clientwill notify the Advisor of a ll cash and securities de-posited in or withdrawn from the Client's aCCQunLThe Advisor, however. is authorized 1..0 r el y and aCIonly upon written or oral notification by the. Cus-todian of such deposits or withdrawals. Th e Advisoris authorized, but not requi red, to act on the Client'soral instructions except the Advisor is only author-ized to aCI on the Client's oral withdrawal instruc-tions when the instruction is to direct the Custodianto pay the withdrawal directly 10 the Client or an ac count in the Client's name. The Advisor may only di -rect other withdrawal instructions by forwarding theClient's written authorization 10 the Custodian.

BROKERS AND COMMISSION COSTS:The Advisor is authorized 10 place Securi lies ordersfo r this account with any broker/dealer thai theAdv isor considers satisfactory for the execution ofinvestment transactions for its c li en t! '. If the Cus-todian is a broker/dealer that the Advisor considerssat is factory, the Cl ient authorizes the Advisor toplace. buy or sell orders with the Custodian. The Ad-visor may combine purchase and sale transactions forthe Clienl's account with similar transactions forother accounts directed by the Advisor whenever. inthe discretion of the Advisor, it is In the best interestsof the Client and other clients of the Advi sor but itdoes not in any way impai r the segregation of theproperty in the Client's account.

The CIicnt recognizes thai many of the: broker/dealers with whom the Advisor normally places buyor se ll ord ers als o purchase investment services fromthe Advisor for thei r own use or on behalf of theircustomers , find th ai some broker/dealers may. inreciprocity for broke rage p laced with (hem by theAdvisor, a lso provide the Advisor with sp eci alizedservices which aI C uti lized in the Advisor' s investment collection and analytical processes . The Ad-

visor may place buy or sel l orders for this accountwith such broker/dealers or with the broker/dealer. ifany , who int roduced th e Client to the Advisor,provided that such broker/dealer is considered by theAdvisor as satisfactory for the execudon of investmcnt transactions for its clients ; that the brokeragecommission charges and discounts are substantiallythe same as those made by other broker/dealers utilized by tbe Advisor and not excessive in relation 10th e rat es whi ch a rc generally charged for similartransactions in the securities industry; and that, in thebest judgment of the Advisor . the best ioterestsof theCli en t and o ther c li en ts a rc nOI adversely affected.These provisions are believed by the Advisor to be infull compliance with Section 28(e) of the SecuritiesExchange Act of 1934.

LIMITED POWER OF ATTORNEY; ThisAgreement constitutes a continuing Power of Atturney applying and limited to an>, and a ll futuretransactions relating to the Clicnr's account. ThisPower of Attorney designates the Advisor as Agent,subject 10 the orders and instruction s contained inthis Agreement. This Power o f Attorney shall not beaffected by any change in the Client's organization,and shall continue in effect until the Advisor receiveswritten notification from the Client thal this Power ofAttorney has been revoked. The Advi sor as Agentwill always act and bind the undersigned upon the instruction of its president or of anyone of its officersor employees, as from time to time designated forlhis purpose by iLS president.

VERIFICATION OF STATEMENTS: Th eClient authorizes the Advisor, as ngcn: of the Client,10 receive information from the Custodian for thepurpose of reconci ling reports prepared by theCustodian in response 10 any transactions or actionsby the Custodian for. or purporting 10 be for . theClient's account.

REPORTS: At least quarterly the Advisor willprovide 10 the Client a Ii nancial report of the Client' Saccount which wi II include all a sset s in the accountas of the end of the quarter and the ir fair marketva lu e, as well as all transactions involving tJ1C account during the quarter. Al other reasonable times,

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the Advisor will provide . at the Client's request. additional information and advice 10 the Client regard.ing the Client's account, This information may beprovided by mail, telephone or in person and, at theAdvisor's discretion, by client service officers andemployees of either the Advisor Or of a bank or otherfiduciary organization compensated by the Advisorfor this purpose.

PROXIES: Except as provided in this paragraph, the Advisor will vole al l prox ies for securitiesheld in the Client's account, At the Client's requestthe Advisor will provide the Client with a proxyvoting record for securities held in the Client'saccount, If the Client or another designee is authorized to vote the p rox ies, the Client will provide theAdvisor with verification acceptable to the Advisor ,including in structions, that th e Advisor is notaothorized to vote the proxies.

ADVISOR'S FEE: The Advisor will charge afee for its services provided under this Agreement inaccordance with the attached schedule of fees th::!t iscomputed on the basis of the cash and market valueof property. deposited in the account at the time theClient's account is established . Generally, whenaccounts arc established they are bil led in advancepro rata through the end of the calendar quarterfollowing the quarter in which the init ial depos it ismade . Thereafter, accounts are generally billed quarter ly in advance. based on th e market value of allproperty in theClient's account at the end of the preceding calendar quarter , in accordance with ihcAdvisor's current schedule of fees. There will be apro-rated charge for additional deposits of cash orSecu rities made during a billing period.

The Advisor will bill the Custodian for se rvicesprovided 1O the Client's account unless otherwise di rected by the Client. The Cu stodian will promptlypay the Advisor for services provided to the Client'saccount by charging the Client ' s account,

Except as may be permitted by rule or order ofrbc applicable state regulatory authority, the Advisorshall not be compensated 00 the basis of a share ofcapital gains upon or capital appreciation of the fundsor any portion of the funds or the Client.

The Advisor will give the Client 90 days' writtennotice of a change in the schedule of fees applicableto the Client's account, Th e new fee schedule willautomatically come into effect for the Client's account in accordance with the 90 -day notice provisionunless the Cl ient provide s wri tt en no tice to the Ad visor that the account is not to continue under thenew fee schedule.

SPECIAL INSTRUCTIONS; The Client maysubmit special instructions to the Advisor at anytime. Special insrrucrions become pan of this Agree-ment only upon written acceptance by the Advisor.Except as provided elsewhere in this Agreement, theAdvisor is authorized. but not requi red. 10 act uponthe Client's oral special instructions.

ASS1GNIVlENT: This Agreement may not beassigned by either party without written consent ofthe other and contemporaneous written notificationof the assignment by either party to the Custodian.

TERMINAT10N: Client may terminate thisAgreemen t without penalty within five business daysof signing it , This Agreement may be termina ted byeither party upon written notice to the other. Upontermination, the Client will promptly pay, or causethe Custodian to pay. any fees due to the Advisor.The Advisor will refund any prepaid fees allocable toperiods after the dale of termination. Th e Advisorwill direct Inc Custodian LO dispose of the property inthe Client 's account in accordance with the Client'swritten directions for disposition of thc account, TheAdvisor will issue a final report as of the terminationdale of the account which will contain at least suchinformation as is contained in its quarterly reports.

NOTICES: The Advisor is not bound by anynotice of or demand made with respect to this Agreement unless such not ice or demand is in writing to theAdvi sor and signc

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SEVERABILITY: If any term of this Agreement is construed as invalid or unenforceable , the remainder of this Agreement sha ll not be a ff ec ted bysuch determinacion and the remaining terms of thisAgreement will be valid and enforceable to the filiIextent of the law.

GOVERNING LAW: This Agreement isgoverned by and construed in accordance with thelaws of the State of Connecticut now in effect or asfrom time 10 time amended. unless Connecticut lawis pre-empted by Federal laws then in effect.

Names & Titles of Those Signing Agreement(Please Print)

(1) Name 1), NL-crt'f'(j61oT i t l ; \ ru.s=+e-e(2) N ~ f a ; O m t . 81eraT i l l c J _ O ~ _(3) Name _

Titlc _(4) Name _

Tillc _

The Client acknowledges receipt of Disclosure Report in lieu of Part II of SEC Form AnY .The designated Introducer or Service Associate, ifany, will be paid a fcc by the Advisor. There is noadditional cost 10 the Client due to this arrangement,Current Fee Schedule attached as Exhibit _Investment Policy Statement attached as Exhibit

Client Information or Supplemental Informationauacbcd as Exhibit _

Social Security or Federal il l :13 ~ C 0 3 l } ( 0: {

Signanue

Signauue

Wrighl Investors' Service, Inc .ntroducer or Service Associate I3y:for this Account:Joxph W- ~ 2 6 11t4:u' i ~ l e r r ~ ~ ~ Custodian ~ l J ~ S - f a / l ~ nat,

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