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GOVERNMENT
EXHIBIT
GN-19

Letter of Governing Instructions


For Wright Investment Management

WRIGHT INVESTORS ' SERV1CE, INC. Date -----I.~"_4_-=~=-::::....:~e....-----


440 Wheelers Farm s Road
Milford, Connecticut 06461

Th e unde rsi g ne d ( t he " Cli ent ") de si gnates law and will conti nue any such bond for the term of
Wright Investors' Service, Inc. (the " Advisor" ) to di- th is Agreement and will provide the Clie nt wit h
reel at the bank. trust company or other cust odian ap- e vidence of such coverage upon written request.
pro ved by the Ad viso r (the "C ustodia n") the in-
vestment of all property in the Client 's account as
PURCHASE AND SALE OF SEC URJTIES:
provided for in th is Lette r of Governing Instruct io ns
The Client appoints the Adv isor agent for the Client
for Wright Investment Management.
and aurhorizes and instructs the Advi sor to purchase
and se ll, in the Adv iso r' s sale and ab solute dis-
REPRESE NTATIONS AND WARRANT IES: cretion, Securities for the Client' s account which the
The Advisor is an invest ment ad visor a ' that term is Adv isor deem s ad visable and which conform to any
defined in til Investment Advisers Act of 1940 (the written inv est ment g uide line s or po licie s o f the
" Act") and registe red wit h the Securities and Ex- Cli ent whic h are attached to and made part of this
change Commission as pro vided for in that Act. The Agree ment. For purposes of this Agreement, the term
Advisor is a fiduciary as described in the Employee Securities includ es:
Retirement Income Security Act of t974, as amended
("ERlSA") , with respect to the CIient ' s account. Stocks and fixed income instruments meet-
ing the quality requirements of the Adv isor,
Th e Advisor wi ll use its best efforts in the
investment management of the Client' s account but Funds or investment company shares man-
is not liable for losses resultin g from actions taken or aged or selected by the Advisor.
omitted unless such actions are a violation of the se- Deposits in and fixed income obligations of
curities laws of the United States or failure to dis- any bank Or financ ial co rporation operating
ch arge the Advisor's fiduciary responsibilities under under the laws of the United State s or other
ERISA. governments, and
The Advisor ha obta ined any bond required UD- Other securities which the Client may de-
der Section 412 of ERIS A or any other applicable posit or authorize in writing.

EMt>LOYEE BENEFlT s: OHJER ERISA ACCOUNTS


The Client recognizes that all investments arc sub- ent to the Advisor, provi ded that such broker/dealer is
ject to varying degrees of risk and that the Advisor considered by the Advisor as satisfactory for the ex-
makes no representation that securities bought will be ecution of investment transactions for I(S clients; that
profitable. Past performance of the Advisor is not a the brokerage commission charges and discounts arc
guarantee of future resuIts. substantially the same as those made by other broker/
dealers utilized by the Advisor and not excessive in
DEPOSITS & WlTHDRA WALS: The Client relation to the rates which are generally charged for
wiII notify the Advisor of all cash and securities depos- similar transactions in the securities industry; and that,
ited in or withdrawn from the Client's account. The in. the best judgment of the Advisor, the best interests
Advisor, however, is authorized to rely and act only of the Client and other clients are not adversely af-
upon written or oral (if confirmed in writing) noti fica- fected. These provisions are believed by the Advisor to
tion by the Custodian of such deposits or withdrawa l. . be in full compliance with Section 28(e) of the Securi-
The Advisor is authorized. bur not required, to act 00 ties Exchange Act of 1934.
the Client's oral instruction. except the Advisor is only
authorized to act on the Client's oral withdrawal in- LIMITED POWER OF ATTORNEY: This
struct ions when the instruction is to direct the CUSto- Agreement constitutes a continuing Power of Attorney
dian to pay the withdrawal directly to the Client or an a pplying and limited to any and all future transactions
account in the Client 's name. The Advisor may only relatin g to the CIient' s account. Th is Power of Attor-
direct other withdrawal instructions by forwarding the ney designates the Advisor as Agent, subject to the
Client ' s written authorization to the Custodian. orde rs and instructions contained in this Agreement.
This Power of Attorney shall not be affected by any
BROKERS AND COl\il1\iUSSION COSTS; The chang e in the Client's organization. and shall continue
Advisor is authorized to place Securities orders for this in effect until the Advisor receives written notification
account with any broker/dealer that the Advisor con- from the Client that this Power of Attorney has been
siders satisfactory for the execution of investment revoked. The Advisor as Agent will always act and
transactions for its clients. If the Custodian is a broker/ bind the unders igned upon the instruction of its presi-
dealer that the Advisor considers atisfactory, the Cli- dent or of anyone of its officers or employee . a from
ent authorizes the Advisor to place buy or sell orders time to time designated for this purpose by its presi-
with the Custodian. The Advisor may combi ne pur- dent.
chase and sale transactions for the Client " account
with similar transactions for other accounts directed by VERIFICATION OF STATENIENTS: The Cli-
the Advisor whenever. in the discretion of the Advisor. ent authorizes the Advisor, as agent o f the Client, to
it is in the best interests of the Client and other clients receive information from the Custodian for the pur-
of the Advisor but it does not in any way impair the pose of reconcilin g reports prepared by the Custodian
segreg atio n of the property in the Client's account . in response to any transactions or actions by the Custo-
dian for. or purporting to be for. the Client's accou nt.
The Client recognizes that many of the broker/
dealers with whom the Advisor normally places buy or REPORTS: At least quarterly the Advisor will
sell orders also purchase investment services from the provide to the Client a financial report of the Cl ient's
Advisor for their own use or on behalf of their custom- account which wiII include all assets in the account as
ers, and that some broker/de alers may, in reciprocity of the. end of the quaner and their fair market value, as
for brokera ge placed with them by the Advisor. also well a all [Tan actions involving the account during the
provide the Advisor with specialized services which are quarter. At other reasonable times. the Advisor will
utilized in the Advisor's investment collection and ana- provide. at the Client' s request, additional information
lytical processes. The Advisor may place buy or sell and advice to the Client regarding the Client's account.
orders for this account with such broker/dealers or This information may be provided by mail, telephone
with the broker/dealer. if an y. who introduced the Cli- or in person and. at the Advisor' s discretion, by client
service officers and employees of e ithe r the Advisor or Except as provided elsewhere in this Agreement the
of a bank or other fiduciary organization compensated Advisor is authorized, but not required, to act upon
by the Advisor for this purpose. the Client 's oral special instructions.

PROXJES: E xce pt as provided in this para- ASSIGNMENT: This Agreement may not be
gra ph. the Advi sor will vote all proxies fo r securities assig ne d by either party without the consent of the
held in the Client' s acco unt. A t the CI ient ' s request other party. and contemporaneous noti fic ation of the
the Advisor will provide the Client with a proxy assign m e nt by ei the r party to the Custodian.
voti ng record for securities held in the Client'
accou nt. If the Client or another designee is auth or-
ized to vote the proxies, the Cli ent will provide the TERMINATION: Client may terminate this
Agreement without penalty within five business davs
Advisor with verification ac ceptable to the Advisor,
inc ludin g in s tr uc t io n s. that the Advisor is not of signing it. Th is Agreement may be terminated by
authori zed to vote the proxies. e ithe r part y upon written notic e to the ot he r. Upon
termination. the Client will promptly pay , or c ause
the Custodian to pay, any fees due to the Ad viso r.
ADVISOR'S FEE: The Advi or will c ha rge a fee
The Advisor will refund any prepa id fees a llocable t
for its se rvices provided under thi A greement in ac-
periods after the date of termination. T he Advi sor
co rdance wit h the attached sc he d u le of fees tha t is
will direct the Custodian to dispose of the property in
co mputed on the bas is of the cas h and marke t va lue
the Cl ient' s ac count in accorda nce with the C lient' s
o f prop e rty in the account o n the last day o f ea ch
writte n directions for dispositio n of the accoun t. The
ca le ndar q ua rte r. Th e Cl ient' s account will be bi lied
Advi sor will issue a final report as of the termination
q uart erly in arrears.
da te o f the account whic h will c on tain at least uc h
in fo rmation as is contained in its quarterly re po rts.
The Advi so r will bill the Custodian for se rv ices
provi ded to the Client' s a count unless otherw ise di-
rec ted by the Cli e nt. T he C us todi an w ill pro mptly NOTICES: The Adviso r is not bound by any
pay the Advi 'o r fo r service pro vide d to the Client's notice of or demand made wit h res pect to this Ag re e-
account by charging the C lie nt' s acc ou nt. me nt un less s uc h noti ce or de ma nd is in writin g to the
Advisor and signed by the Client or the Cli ent's legal
Except as may be pe rm itte d by ru le or order of re prese nta tive . T he Ad visor may rely co nc lus ive ly
rhe app lica ble state regul ato ry autho rity , the Advi so r a nd is prot ect ed in acti ng upo n any wr itte n o r o ra l (if
ha ll no t be cornpen ated o n the bas is o f a hare of con firm ed in writi ng) notice re qu est . co nsent, instruc-
capita l ga ins upon or capital appreciation of th e fu nds tio n or other instru ment re aso na bly be lie ved by th e
o r any po rtion of the fu nds of the Cl ienr. Ad viso r in good fa ith to be ge nuine o r ign ed by the
prop e r pe rso n or duly au tho rized or pro perly made.
T he Ad viso r will give the Client 90 days' written
notice o f a change in the schedule of fees ap pl icable SEVERABILITY: U' any term of this Agreement
to t.he Cl ie nt's account. The new fee sc hed ule will is con strued as inval id or unenforceab le, the remainde r
au to ma tic all y come into effect for the Cl ient' s ac- of thi s Ag ree me nt sha ll not be affected by su ch deter-
co unt in ac cordance with the 90·day notice provision minatio n and the remaining te rm s of this Agreement
unless the C lient provides written not ice to the Ad - will be valid and enforceable to the fuU extent of the law.
viso r th at the ac count is not to continue under the
new fee schedule.
GOVERNING LAW: This Agreement is
go ve rned by and co ns trued in accord ance with the
SPECIAL INSTRUCTIONS: The Client may
submit special instructions to the Advisor at any laws of the State of New York now in effect or as from
time. Special ins truc tions become part of this Agree- time to time amended. unless New York law is pre-
ment only upon written acceptance by the Advisor. e m pte d by Fede ral laws then in effect.
The Client acknowledges receipt of Disclosure Report Current Fee Schedule attached as Exhibit _ .:. .:A_
- _
in lieu of Pan IIofSEC Form AD V.
Investment Policy Statement attached as Exhibit
TIle des ignated Introducer or Service As soci ate, if any,
will be paid a fee by the Advisor. Th ere is no additional Client Information or Supplemental Information
cost to the Client due to this arrangement. attac hed as Exhibit . C
·J:h SCl.. o5 (J Re 13R(OOf"i,;~e - {;;;.;.H- rBi l

Address for All Communications: Social Security or fe deral Il):


Lo c a l 773 Be n e f i t s Office 4 -1 4 180 2 0
La wr En c e J . Go n n e l l y Fun d Ma n a g e r
Full T itle of Accou nt:
P .O .Bo : 1 3 1 3 South Glens Fal l s , NY
1 2803 No r t h e a s t Ne w Yo r k Dis tri ct Co u nc i l
Telephone ~) 13 - '7 C) 2 - 0 5 8 (i Pip e fit ter s We l fa r e Fund

Na mes & T itles of Tho. e Si gning Agreement


(Please Prim)

C(I) Name LA-tz.& v/ '> 13,,) ,V1.<,- V\


.--'
T ille :.l..

(2) N ame
Tille

(3) Na me
Signature
T itle

(4) Name
Signatu re
T ille

Introducer or Service Assoc ia t By: Wright Inves tors ' Service. Inc.
fo r this Account:
Mr . Mic ha e l C . Ch r y s

Custodian Wa c h o v i a Se cur i ti e s _ Date /?--}'d-. 1 J() 7


060 707 Local77:l
Wright Investors' Service
ADR Equity Management Fee Schedule
For
Northeastern NY District Council Pipefitters Welfare Fund
Local 773

Annual
Rate

First $10 million 0.60%

Next $10 million 0.50%

Next $15 million 0.40%

Next $15 million

Fees are billed quarterly in advance at the


rate of one fourth the annual rate based
market value at the end of the preceding
quarter.

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