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I'D) ij Vi ~ \ [t\ UL 1 4 2006 \\1))L JLOCAL 773 BENEFITS OFFiCEWELFARE . PUSION ANNUTY GOVERNMEXHIBI

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Letter of Governing InstructionsFor Wright Investment Management

WRrGHT INVESTORS' SERVICE, lNC.440 Wheeler Farm RoadMilford, Connecticut 06461

The undersigned ( the "Clie nt" ) designate 'Wright Investors' Service. Inc. (the "Advisor") to direct at the bank, trust company or other custodian approved by the Advisor (the "ClI todian" ) the inve umeru of all property in the Client' s account asprovided for in thi. Letter of Governing InstructionsforWright Investment Management.

REPRESENTATIONS A . J ~ D WARRANTIES:The Advisor is an investment advi or a that term isdefined in the lnve .rrnent Advisers Act of 1940 (the"Act") and regi tered with the Securities and Exchange Commission as provided for in that Act. TheAdvisor i a fiduciary as described in the EmployeeRetirement Income Security Act of 1974, as amended("ERISA"), with respect to the Client' account.

The Advi or will use its best ef forts in theinvestment management of the Client ' s account butis not liable for losses resulting from actions taken oromitted unles uch actions are a violation of the securities laws of the United States or failure to discharge the Advisor's fiduciary responsibilities underERISA.

The Advisor has obtained any bond required under Section 412 of ERrSA or any other applicable

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law and will continue any such bond for the term ofthi Agreement and will provide [he Client withevidence of .uch coverage upon written request.

PURCHASE AND SALE OF SECURIT IES:The Client appoints the Advisor agent for [he Clientand authorize and instructs the Advisor to purchaseand se ll, in the Advisor' . sol ' and abs lute discretion, Securities for the Client' . account which theAdvisor deems advisable and which conform to anywrit ten inves tment guicl lines or pol icies of theClient which are attached to and made part of thisAgr ement. For purpose ' of this Agreement, the termSe urit ies includes:

Stock- and fixed income instrurn nts meeting the quality requirements of the Advisor,Funds or investment company shares managed or selected by the Advisor.Deposits in and fixed income obligations ofany bank or financial corporation operatingunder the laws of the Unit d States or othergovernments, andOther . ecuritics which the .lient may depo it or authorize in writing.EMPLOYEE IlENEF lT s: OTHER ERJSA ACCOUNTS

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The Client recognizes that all investments are subject to varying degrees of risk and that the Advi sormakes no rep resentation that securities bought will beprofHable. Past perfo rmance of the Advisor is not aguarantee of future results.

DEPOSITS & WITHDRAWALS: The Clientwill notify the Advisor of all cash and securities deposited in or withdrawn from the Clie nt' s account . TheAdvisor, however, is authorized to rely and act onlyupon written or oral (if confirmed in writing) notification by the Custodian of uch deposits or withdrawa ls.Th Advisor is authori zed. but not required, to act onthe Client 's oral instructions except the Advisor is onlyauthorized to act on the Client 's oral withdrawal instructions when the instruction is to direct the Custodian to pay the withdrawal directly to the Client or anaCCOUIl! in the Client' , name. The Advisor may onlydirect other withdrawal instruction, by forwarding theClient' s written authorization to the Custodian.

BR OKERS AND COMMISSION COSTS: TheAdvisor is authorized to place Securities orders for thisaccount with any broker/dea ler that the Advisor considers sat isfactory for the execution of investmenttransactions for its clients. If the Custodian is a broker/dealer thar ihe Advisor considers satisfactory, the Client authorizes the Advisor to place buy or sell orderswith the Custodian. The Advisor may combine purchase and sale transaction for Ihe CIient' s accountwith similar transac tion ' for other accounts directed bythe Advisor whenever, inthe discretion of the Advisor,it is in the best interests of the Client and other cl ientsof the Advisor but it does not in any way impair thesegregation of the property in the Client' account.

The Client recognizes that many of the broker/dealers with whom the Advisor norma lly places buy orsell orders also purchase investment services from theAdvisor for their own use or on behalf of their customers, and that some broker/dealers may. in recip rocityfor brokerage placed with them by the Advisor, alsoprovide the Advisor with specialized services which areutilized in the Advi sor' s investment collection and analytical processes. The Advisor may place buy or sellorders for this account with such broker/dea lers orwith the broker/dealer, if any. who introduced the Cli-

ern to the Advisor, provided that such broker/dealer i:considered by the Advisor as satisfactory for the execution of investment transactions for it clients; thatthe brokerage commission charges and discounts aresubstantially the same as those made by other broker/deale rs utilized by the Advisor and not excessive inrelation to the rates which are generally charged forsimilar transactions in the securities industry; and that.in the best judgment of the Advisor, the best interc tsof the Client and other clients are not ad versely affected. These provisions are believed by the Advisor tobe in full compliance with Section 28(e) of the Securities Exchange Act of 1934.

LIMITED PO WE R O F ATTORNEY: ThisAgreement constitutes a continuing Power of Attorneyapplying and limited (0 any and all future transactionsrelating to the Client' s account. This Power of Auor-ney designates the Advi sor as Agent, subject to theorders and instruction contained in this Agreement.This Power of Attorney sha ll not be affected by anychange in the Client 's organization, and shall continuein err cr until the Advisor receives written notificationfrom the Cl ient that thi Power of Attorney has beenrevoked. The Advisor as Agent will always act andbind the undersigned upon the instruction of its president or of any one of it. officers or emp loyees, as fromtime to time des ignated for this purpose by its president .

VERlF ICAT IO N O F STATEMENTS: The Client author izes the Advisor, as agent of the Client, torece ive information from the Custodian for the purpose of reconciling repon prepared by the Custodianin response to any transactions or actions by the Custodian for, or purporti ng to be for, the Client' s account.

REPORTS: At least quarterly the Advisor willprovide to the Cl i nt a financial report of the Client'saccount which will include all assets in the accoun t asof the end of the quarter and their fair market value,well as all transactions involving the account during thequarter. At other reasonable times, the Advisor willprovide, at the Client ' s request. additional informationand advice (0 the Client regarding the Client 's account.This information may be provided by mail, telephoneor in person and, at the Advisor' , discretion. by client

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ervice officers and employee, of either the Advisor orof a bank or other fiduciary organization compen satedby the Advisor for this purpose.

PRO X I E S: Except as provided in this paragraph. the Advisor will vote all proxies for ecuritiesheld in the Client' account. At the Client' s requestthe Advi'o r will provide the Client with a prox yvo ting record for sec urities he ld in the Cl ient ' saccount. If the Client or another des ignee is authorized to vote the proxies, the Client wiII provide theAdvisor with verification acceptable to the Advi'or,inc lud ing instr uct ion , that the Ad vi or is notauthorized [0 vote the proxies .ADVI SOR ' S F E E : The Advisor will charge a feefor it. s ervices provided under this Agreement in accordance with the attached schedule of fees that iscompu ted on the basis of the cash and market valueof property in the account on the last day of eachcalendar quarter. The Clien t' s account will be billedquarterly in arrears.

The Adviso r will bill the Custodian for servicesprovided to the Client' s account unless otherwise direc ted by the Client. The Custodian will promptlypay the Advisor for services provided to the Client' sa count by charging the Clients account.

Except as may be permitted by ni le or order ofthe applicable state regulatory authority. the Advisorshall not be compensated on the bas is of a share ofcapital gain upon or capital appreciation of the fund.or any portion of the funds of the Client.

The Advi or will give the Client 90 days' writtennotice of a change in the schedul of fees applicableto the Ii nt ' accou nt. The new fee chedule willautomatically come into effect for the Client's account in accordance with the 90-day notice provisionunless the Client provides written notice to the Advisor that the account is not to cont inue under thenew fee schedule,

SPECIAL rNSTRUCTIONS: The Clienr maysubmit spec ial instructions to the Advisor at anytime. Special instructions become part of this Agreement only upon written acceptance by the Advisor.

Except as provided elsewhere in thi- Agreement, theAdv isor i. authorized, but not required, to act uponthe Client' s oral special instruction s.

ASSIGNMENT: Thi Agreement may not beass igned by either party without the consent of theother party, and contemporaneous notification of theas ignrnent by either party to the Custodian.

T E RMIN A T IO N : Client may terminate thisAgreement without penalty within five bu. iness dayof sign ing it. This A gr ernent may be terminated byeither party upon w ritten notice to the other. Upontermination, the Client will promptly pay, or causethe Custodian to pay, any fees due 10 the Advisor.The Advisor will refund any prepaid fees allocable toperiods after the date of termination. The Advisorwill direct the Custodian to el i spos of the property inthe Client ' s account in accordance with the Client'swritten directions for disposition of the account. TheAd vis r will is ue a final report as of the terminationdate of the account which will contain at lea t suchinformation a. is contained in it quarterly reports .

NOT IC ES : The Advisor is not bound by anynotice of or demand made with respect to this Agreement unless such notice or demand is in I; riting to theAdvisor and signed by the Client or the Client' s legalrepresentative. The Advisor may rely conclusivelyand is protected in acting upon any written or oral (ifconfirmed in writing) notice request, consent, instruction or other in ururnent reasonably believed by theAdvisor in good faith to be genuine or signed by theprope r person or duly authorized or properly made .

SEVERABfLITY: Ifany term of this Agreementis construed as invalid or unenforceable . the remainderof thi Agreement shall not be affected by such determination and the remaining terms of this Agreementwill be valid and enforceable to the full extent of the law.

G O V E R N I N G LA W : Thi s Ag ree ment igo erned by and ca n trued in accordance with thelaws of the State of New York now in effect or ,L fromtime to time amended, unless New York law is preempt ed by Federa l Jaw then in effect.

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The Client acknowledges receipt of Disclosure Reportin lieu of Part Uof SEC Form ADV.The designated Introducer or Serv ic A oc iate, if any,will be paid a fee by the Advisor. There is no additionalcostto the Client due 10 this arrangement.

Current Fe ' Schedule attached as Exhibit --'-'=---__Investment Pol icy Statement att ached as ExhibitBCl ient Informat ion or Su pp lemen tal Informationattached as Exhibit _

Address for All Communications:Loca l 773 Be ne f i t s Of f ic e

Social Security or Federal ID:23 - 7 11454 7

Lawr e nc e J . Go nne l l y Fund Mana ge rP . O . Box 1396 Sou t h Gle ns Fa ll s , NY1280 3Telephone 1. 8 - '79 2 - 058 ()

Full T itle of Account:Un i t e d Ass o c i a t i o n Loc a l 7 73Pe ns io n Pla n & Trus t

Narn s & Title ' of Those S igning Agreement(Please Print)

Signature

L,.. v-"-LI 5 6 i-Ll ...... c . ...y ""\\T ille Un; C I" T v-v..

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EXHIBIT A

Wright Investors' ServiceADR Equity Management Fee ScheduleFor

United Association Local 773 Pension Plan & Trust

AnnualRate

First $10 millionNext $10 millionNext $15 millionNext $15 million

0.60%0.50%0.40%0.35%