GP-04 - Wright Letter of Governing Instructions Local 445 0606

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    SCANNEDJUN' 202006

    Wright Investors'

    Letterof Governing InstructionsFor Wright InvestmentManagement

    WRIGHT INVESTORS' SERVICE, INC.440 Wheelers Farms RoadMilford, Connecticut 06460

    The undersigned (the " Cl icru") designatesWright Investors ' Service, Inc. (the "Advisor") to di-rect at the bank, trust company or other custod ian ap-proved by the Adv isor (thc I 'Custodian") th e in -vestme nt of all property in the Cl icnts account asprov id ed for in this Leuer of Governing InstructionsIorWright Invcs trncn t Man agement.

    REPRESENTATIONS ANO WARRANTIES:The Advisor is an investment advisor as that term is

    k f l ~ ( in the Investment Advisers Act of 19,10 (the"Act") and registered with the Securities and Exchange Commiss ion as provided for in that Act. Th eAdvisor is a f i r l n ~ i ; l r y 7 l _ ~ rl,..scribed in Ihe. EmployeeRetirement Income Secur ity Act of 1974, as amended("ERISA"). with res pect to the Client's account.

    Th e Advisor will lis e its best e f for ts in (heinv estment management o f the Clien t' s account bUIis 1101 liab le fo r losses resu lting from act ions taken oromitted unless such actions are a viol ation of the se-curities Jaws of the United St ale s or failu re to dis-c ha rge the Advi so r' s fiduciary respons ibil ities underRJSA.

    The Advi sor has o btained any bono requ ired un-de r Section 412 of ERISA o r a llY ot her app lica ble

    GOVERNMENTEXHIBITGP-4

    Dale __ - - ' -. -: . ..L-__- - ' - - : - - _

    Jaw and will continue any such bond for the term ofthis Agreement and will provide the Client withev idcncc of such coverage upon written request.

    PURCHASE AND SALE OF SECURITIES:The Client appoints the Advisor agent for the Clientand authorizes and instructs 1he Advisor 10 purchasean d sell, in the Adv isor's sole and absolute di s-cret ion. Securities for (he Client's account whi ch theAdvisor deems advisable and which conform to anywritten investment guidelines or po licics of thc :Client which are auachcd 10 and made part of thisAgrecrncnL For pu rposes of thi sAgree Incn l, Ihe termSecu ri lies inc!udes:

    Stocks and fixed income instruments meet-ing the qu ali ty requirem ents of the Advisor,Funds or investment company s hares man-aged or selected by the Adv iso r ,Deposits in and fixed income obligations ofany bank or financi al corporat io n operatingUD der the laws o f the United States or othergovernme nIS. andO ther securities which the C lient may de-posit or a uthorize in writing."i\'\.l'LOYEI:(lE.I\'Ji:f1TI'

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    The Client recognizes ihat all investments aresubject to varying degrees of risk and that the Advisor makes no representation that securities boughtwill be profitable. Past performance of the Advisor isno! a guarantee of future results.

    QEPOSJTS & WITHDRAWALS : The ClientwilJ notify the Advisor of all cash and securities deposi ted in or withdrawn from the Client's account .The Advisor, however, is authorized to rely and actonly upon written or oral notification by the Cus-todian of such deposits or withdrawals. The Advisoris authorized, but not required, (0 act on the Client'soral instructions except the Advisor is only authorized to act on the Client's oral withdrawal instruclions when the instruction is to direct the Custodianto pay the withdrawal directly to the Client or an account in the Client's name. The Advisor may only direct other withdrawal instructions by forwarding theClient's wriuen authorization to the Custodian.

    BROKERS AND COMMISSJON COSTS:The Advisor is authorized [0 place Securities ordersfor thi s account with any broker/dealer that th eAdvisor considers satisfactory for the execution ofinvestment transactions for its clients . If the Cusrodian is a broker/dealer that the Advisor considerssarisfactory, the Cl ient authorizes the Advisor toplace buy or sell orders with the Custodian. The Advisor may combine purchase and sale transactions forthe Client's account with similar transactions fo rother accounts directed by the Advisor whenever, inthe discretion of the Advisor. it is in the best interestsof the Client and other cl ients of the Advisor but itdocs nOI in any way impair the segregation of theproperly ill Ihe Client's account.

    The Client recognizes that many of the broker /dealers with whom the Advisor normally places buyor sell .ordcrs also purchase investment services fromthe Advisor for their own use or Oil behalf of theircu. tomers, and that some broker/dealers may, inrec iproci ty for brokerage placed with them by theAdvisor, also provide the Advisor with special izedservices whi ch arc utilized in the Advi sor's investm nt collection and analytical processes. The Ad-

    \,. " -

    visor may place buy or sell orders for this accountwith such broker/dealers or with the broker/dealer. ifany, who introduced the Client 10 the Advisor,provided that such broker/dealer is considered by lheAdvisor as satisfactory for the execution of investment transactions for its clients; that the brokeragecommission charges LInd discounts are substantiallythe same as those made by other broker/dealers milized by the Advisor and TIOl excessive in relation tothe rates which are generally charged for similartransactions in 1he securities industry; and that, in thebest judgment of the Advisor, the best interests of theClient and other clients LlI"C not adversely affected .These provisions are believed by the Advisor to be infull compliance with Section 28(e) of the SecuritiesExchange Act of 1934.

    LIMlTED P OWER OF A T T O R J . ~ E Y : ThisAgreement constitutes a continuing Power of Attomey applying

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    the Advisor will provide, at the Client's request, additional inforrnaiion and advice 10 the Client regarding the Cli ent's account, 111is 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 vote all proxies for securitiesheld in tbe Client's account. At the Client's requestthe Advisor will provide the Client with a proxyvoting record for securities held in the Client'saccount. 1r the Client or another designee is authorized to vo te the proxies, the Client will provide theAdvisor with verification acceptable to the Advisor,including insrruct ions, that the Advisor is notauthorized to vote the proxies.

    AOV1SOR'S FEE: The Advisor will charge afee for its services provid ed under this Agreement inaccordance with the attached schedule of fees that iscomputed on the basis of the cosh and marker valueof property deposited in the account ot the lime theCli erus ac coun t is established . Generally, whenaccounts arc established they are billed in advancepro ra ta through the end of the calendar quarterfollowing the quarter in which the initial deposit ismade. Thereafter, accounts arc generally billed quartcrly in advance, based on the market value of allproperty in the Client's account

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    SEVERABILITY: I f any term of this Agreement is construed as invalid o unenforceable, the remainder of this Agreement shall nol be affected hysuch dercrrninarion and the remaining terms of thisAgreement will be va lid and enforceable 10 the fullextent of the law.

    GOVERNING LAW: This Agreement isgoverned by and construed in accordance with thelaws of the State of-Connecticu t no w in effect or asf rom rime to t ime amended, unless Connecticut lawis pre-empted by Federal laws then in effecL

    Telephone _Names & Tilles of Those Sign ing Agreement(Please: Prior)( I) Name 1)0 " n\ ! 1 $ ~ . N u'C\.vJ \.\\Tille ~ > t S Y Y \ ! C > . 0 -+1. C&0.. \'"" d.(2) Name 8'{v'55 @ e.-

    Tille----Ll:) ...=_C ~ " " " ' " " - - - \ - - _(3) Name _

    Tillc _(4) N;)JI)c _

    T itlc _

    Th e Client acknowledges receipt of Disclosure Repo rt ill lieu of Part II of SEC Form AnY.The designated Introducer or Service Associate, ifany, will be paid a fee by the Advisor. There is noadditional cost to the Client due to this arrangement.Current Fee Schedule attached as Exhibit _Inv esunent Policy Statement attached as Exhibit

    CI ien t Inforrnat ion or Supplemcnta I 1nforrnarionattached as Exhibit '

    Social Security or Federal1D:\1- ~ ~ A ; ; t . l d - . . . .Full Tille of Account:-r-e ().XVJs-kr;:s t-c c",-\ 44 . L t . . . . . w y b \ \) s l"o y \ Ll!) 6 () ff \ UJIU::LAutho rized Signatures of Client:

    Signature

    Signatulc

    Introducer or Service Associate(or this Account: l3y: Wright Investors' Service. Inc,,\"- c..\ :c'\ C-hr-l{-5.... W ' v t ' ~ G \ . . . .

    s e . , < V \ e " " - - G ~ " ' ' ' ' - \ S.Custodian2 :6.A"'\ 7> S"- ' - u . ) \

    ~ OOC,l E RISA

    CONFIDENTIALWIS020602