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Letter of Governing Instructions
For Wright Investment Management
WRJGHT fNVESTORS' SERVICE
Wright Iruernarional FlIWlciaJ Center
!<XXI Lafayette Boulevard
Bridgeport. Connecticut 06604
The unde rsigned q.he ''CJ ient ") designates
Wright Investors' Service (~ "Advisor') to direct aJ
the bank. IIlJSl company or other custodian approved
by the Advisor (the "Custodian") the investment of
all properry in [he Clieru .s accoW1J as provided for in
this Letter of Governing Instructions for Wrigtu
lnvesunenr Mlnagc:mc.nt..
REPRESENTATIO!"'6 AND WARRANTIES:
TIle Advisor is an invcsnneru advisor as tha! term is
deti ned in the Investment Ad'" ise rs ACt of 1940 (the
.'A ct") a.~~ r~~jS-lc;-e~ ,. ,~tt1 the ~lJ:iti:.s .:nd Elt-
chanae Commission as provided for in th&I Act. 'The
Advisor Is a fiduciary a! described in the Employc:c
Reti rt.al em Income Security Act of 1974, as amended
("ERISA"), with respect 10 the Client's account,
The Advlsor will use its best efforts In the
investment management of the Client's account but
is DOt liable for losses resul tin& from actions taken or
om i tied unless such ecuons are A viol won of the
securities Il'IIS of the United States or failure to
c:Ii scnarge the Adv lsor '« fld uci ary responsibttt t1e.s
under ERISA.
The Advisor t\as ohtaincd any bond required
under Section 412 of E R TSA or any other applica.t>le
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law and will continue any such bond [Or the term of
!his Agreement and will PJO"ldI:: the Client with
evidence of such coverage upc.fl wrirrea request
PURCHASE AND SALE OF SECURITIES:
Tbe Client appoints t.hc Advisor agent for the Client
and authorizes ard instructs the Advisor 10 purchase
and scl), in me Advisor's SJ.)Je and absolute dis-
creoon, Securities for the Client's account which me
Advisor deems advisable and ""hich conform to any
written investment guicld.lJle$ or polici.cs of the Qle.ru
which ere anccbed ;0 aad G;~e ;>ar. of this A~­
mWL For perposes of this Agnxmeul. the term
Securities lrel uoes :
Stocks and fixed in:.ome instrument! meeting
the quality requiremerss 01 rhe Ad VLSor.
Funds or investment company shAres man-
aged or selected by !he Advisor.
Deposits U1 and fixed lncoroc: obtiiations of
my bJfl.k or rmanciAl corpontion operating
uoder rhc: la~ of the United Swes or other
govemments, aod
Other securities which the Client may
deposi t or authorize in \II ri ti ng.
GOVERNMENT
EXHIBIT
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1bc Client recognues Uu:.t 2.U investments are
subject 10 -.arying degrees of risk and ~I the Ad-
visor mates no represcruaaon UUt securitles bought
will be profitable. Past performar-ce of the Advisor
is not a guarantee of funJre results.
DePOSITS &: WllHDRAWALS: n-.e Clienl
will notify the: Advisor (,t all cash aN:! securities de-
posited In or wlIMnwn (rom the Client's ~WlL
The Advisor. however, i'i avthorlud to rely and act
only u:poo written or oral notiflcation by the Cus-
todian of such deposits or wilhc1rllW1ls. 11ie Adviso:
is authorized. bur not required. to act on the Client's
am inserucuons CUt:p' (!lc Advisor is only i.uthor-
I zed 10 8Cl 0 n lbc Clien/' .S 0 ral wiLhdra w aJ i ns true-
lions ..... ben !he instruction is 10 direct the Custodian
10 pay !.he withdrawal ~r~ctly 10 the Client or an
account In ~ CJi~I's name. TIle Advisor may only
direct other withdrawal instructions by forwarding
the Clients written authoril.a.tion to ~ Custodian
All oral instructions should be prom ptJy COMrmed In
writi.l:lg. which can tndudc facsimile transmtssion,
BROKERS AND COMMISSION COSTS:
'The Advisor is authorized to place Securities orders
for lhis account with any broker/dealer that the
Advrsor considers sarisfactory for ~ execution of
in VCSUDenl transecnons for its clients . If Ole DIs·
todian IS a broker/dealer that (he Advisor considers
S4tisfactory , the Client authorizes the Advisor to
place buy or SciI orders with the Custodian . The
Advisor may com bine pu rcaase and sale II ansaccons
for the Client's accoeru WIUl siruiiar transactions for
other accounts dJ~d cy !.he Advisor whenever, in
the discretion of ~ Advisor, ir is in the best interests
of tile Cliem an:! other clients of the Advisor bur il
does nor in any Wiy rrnparr !.he segregation of !he
property in the Client's &CCOUlU..
TIle Advisor is requ red. wl1c'ncver possible, 1.0
eUOJ te all trades 2.1. the IIlwe:sl cost to the d Lent. Tbe
Clielll recognizes !hal OWly of !he broker/dealers
with whom the Ad"is:Qr :IOrmally pla~ buy or sell
orUers. also purd\ase iuvc.sunem SC(VI(XS from t.hc
AdvlSOI fOI their own usc or on beh.a.lf oC !.helr cus-
tomers, and Ihill somt. broker/dealers may, in
~procity (or broktl'll.gr. placed .... im tllem by the
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Advisor. &I~ prollide the AdvlSQr With specialized
services which ~ uuhzed In lhl: Advisor's invest-
ment collection and vuI ytiuJ processes, Tbe Ad·
visor may place buy or sell orders for this IIttOWll
With such brok.er/deaJen OT with the broJ(eddeaJe.r. if
any, who Introduced the Client 10 !.he Advisor.
provided that s:ucb broke.rJckaler is considered by
the Advisor is smsfaclory fur tile execution of in-
vestment tnnsaalom for 1/3 cJlenlS; ltW !he broker-
age c.omminion charges and di$counts are ~bsun­
,jaJly 1M same as !hose malk by other brokcr/de.aJe~
ulilited by the Advisor iIld not excessive in relation
10 lhc rates which are genel"lllly charged for s.imllar
rransacti 0 IlS in !he $>CCUTl ti es iJldu S"t11': and that, in
tbe best judgment of tix: Ad v lsor, !he titSI Interests of
me Clienr and other clients arc not advc:rsdy af-
fected. These provisions are believed by the Aevrsor
to be in full compliance wim Section 28(e) Of the
Securities Exc.hanic: Act of 1934.
LIMITED POWER OF AITORNEY: This
Agreemeot constitutes 11 continuing Power of
Attorney applying and Ilmlted 10 any md all fu~
transactions relating 10 the Oient's ~ This
POwer of Attorney designates the Advisor as Agent
subject to /he orders and instructiOn.5 contained in
this Agreement, This Power of Anomey shall no! be
affected by any change in the Olear's organization,
and shall continue in effect untillhc Advtsor receives
written notification from l.hc: Client that tnls Power of
AttOrney has been revoked, The AdviSQr as Aiefll
will aJW1l~ act and bind lhc: undersigned upon I:hl:
instruction of its president or of anyone of i~
office rs or employees, as from lime to ti me
designated for this purpose by its president,
VERJF1CATION OF STATEMENTS: The
Client i1uthorius !be Advisor. as agenl of the Client,
10 rec ei ve In!0 ItlI a.Ii on from !he Cust odl an for the
purpose of reconcil lng reports prepared by the
Custod ian U1 response (0 an y tnnsact.ions or actions
by the CustodIan (or. or purporting to be for. the
C1ie.tlt 's acco W1l-
REPORTS: At least quazt.et1y lhe Advisor lIIiJl
PrQvide to [he Oient a firwldal rtpOlt of !he Clic:nt 's
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account which will include ~I assets in the account
as of lllC end of the quarter and lheir (Poir mattd
value, 3..5 well as all It'aJ \UCuons involving !he 0iL-
count during !he QUlI1tCr. A: other reasonable times,
IDe Advisor will provioe. 3( the Oient's request ,
~dluonal inrormartcn and advice 10 lhe Clien!
regarding the Cllcnt's eccount, TNs informauon
may be provided by mail le.lephooe or in peJSOO and..
<u the: Advisors discretion, by client service officers
and employees of either Lhe Advisor or of a banlc or
other fiduciary orgaruzution compensated by the
Advisor foc chis purpose.
PROXIES: Except &s provided in this JWi1.
graph, the Advisor will VI)h:; aJl proxies for securities
Ilcld in the Client's account , All.he Client's request
me Advisor WIll provide the Clien: ..... ith a proxy
V(){ing record for secunnes held in the Client's
account . [f the Client or another oesigoec is author-
ized to VOle the: proxies, the Client will provide tne
Advisor with verification acceptable to the Advisor,
including instructions. lbal the Advisor is not
autnorized 10 vote ttle proxies.
ADVISOR'S FEE: Tbe Advisor will charge a
fee for j is services prnv ided under this A greemeni in
accordance with !he anacoed scbedule of fees lh.aJ. is
computed on the basis of the cash and market value
of property deposited in the aCCOUOI at the time the
Client's account is established, Generally, "'hen
accounts are esUblished they are billed in advance
pro m.a through !he en..1 of the calendar quarter
following !he quarter in >Nhich the InltJal deposit is
made. Thereafter. accounts art generally billed
quarterly in advance. ba!:ed on the market value of
all property in the Cl ient's account a.l the end of !he
preceding calendar quarter. in accordance with the
AJjvisor's current schedule oC fees. "J1)crt: will be a
pro -rated ctwge for add itlonal <JePOSilS of cash or
Securities mMc during a billing period.
Tbe Advisor will bill the Custodian (or services
pro v ided to the 0 ient ' S ;,c.coum unless olherwl se
directed by the CII~l Tbe Custodian will promplJy
pa Ythe Ad v isor for servrces provided to lhc Client's
accounr l7y chilt&ing tile C lien!' s account,
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The Advisor will give lhe Client 90 days' .... nnen
not ice of a change in !he schedule of fees applicable
to the Ciierns account . The new fee schedule will
aUlomalica.lly come into effect for the Client 's
account in accordance W1ID the 9O-iUy notice pro-
vision unless the Client provides wriuen oodce to the
Advisor tluJ the account is not 10 continue under the
new fee scredule.
SPECIAL INSTRUCTIONS: The Client may
Submit special ilUtruC1ioos to the Advisor at any
lime. Special instructions become pan 0 f this Agree-
men: only upon written acceptance by the Advisor.
Except as provided elsewhere in this A greemem, !.he
Advisor is authorized , bur not requireo, 10 act upon
lhe Client's oral special ins1nlctions.
TIle. Ad visor will nol honor any deviation or
change from previously establIshed trust policy or
investme n t objectives. except upon receipt of k
Resolution of the Pension Fund's Board of Trustees
authorizing such devi arion or change.
The Advisor may not n:ly on communications
directly from individual Trustees or :I group of
Trustees, but rather, only OD receipt of a Resolution
of the Pension Fund' s BoouU of Trustees ,
ASSIGNMENT: nus Agreement m~y nol be
assigned by either parry wilhoul wrinen consent of
!he ol.her and contemporaneous wrinen notification
of the ~iJ'IIlCnl by cit:hu party to !he Custodian .
TERMINA nON: Thls Agreement may be
term lnated by el ther party upon w rirren notice to lhc:
ocher . Upon termitu:rlon. !he a ie:nt will promptl y
~y. or cause !he Custodian [0 pay. any fees due to
!be Advisor. The Advisor Il1o'111 re!und my prepaid
fees allocable to periods mer the dale of termination,
TIle Advisor will direct the Custodian to dJSJlOS-C of
the property in the Client's accowu in accordance
WIth [he Clients written directions (or disposiuon of
!he account. Tbe Ad~r will iuve 1 fuW report as
of the terrninanon date of the accocnt which WIll
contain u lust such mformanon ;as ~ contained U1
its quarterty reports,
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NoncES: The Advisor is no! bound by any GOVERNING LA W; This Agreement is

notice of or uernarxl made w Ith respect 1.0 this Agree- g-ovcmc-d by and construed III accordance \\lith the
men; unless such notice O( demand is in wr itini to laws of the Stare of New Yorr oow in effect or as
the Advisor anll signed hy the Client Or the Client's from time to time amended, unlefi~ New YorY. law is
Icg~.1 repTC5Cf1t&UVC. TI,e Advisor fUy I1:ly conclu-
pre-empted by Federal laws then in effect.
Sively and is protected i ll o.\:Ung upon my wriuen Of
oral notice request, consent, Instruction Of other
instrument cusonably believed by the Advisor in TIle Client acknoWledges reccipc of Pa..rt 11 of SEC
good failh 10 be genuine or s)gned by Lhc proper Form ADV ,
person or duly authorized or propet1y made. Any
oral notice Should be pmmptly confirmed in wnting.
wtUch can inciode fac;ul\ue rransmlssron, Current Fee Scbedule allac.hed as Exhibit ----'-A-O-_
SEVERABILITY: If any term of this Agree-
Investment Policy Statement attached as Exhibit
ment is construed as irwalid or unenforceable. the
remainder of this Agreement shall nol be affected by
S\I c h de tl= rrn inarion and the rem a..ininI te nn S 0 f th.i s
Agreement will be valier and enforceable 10 the full Client In[orma.tion or Supplemental lnformarion
extent of w. law. a..aached :l5 Ellhibil _

Address for All Cornrnunit d.l.ions:

Full Tille of Accoul'lL

Telephon: _

Names & Tilles of Those Signing AgrtcltlCI'l(

(Plc.... e Pnnr)

CuslOd~ _
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EXHIBIT A

Wrl(!bt Investors" Service

"riP' ~ RnanciAJ e-- \ Phooc.: (20) 330- S<XX)
lcm ~ ~ . BridIl"JX'rt. ~ 06(,04..0lXI USA Fu: (2:01) )JO.~I

~ 8,1994

Ml. PhiUp De!lO<;tlO()

Segal Advisors, I n C-
One P3t1t Avenue
New YOf"k City, New Yorx 10016-5895

Dear Phil;

As per OUf conversation on July 7, 1994, conceming the Teamsters Pension Account,
our managemenl has approved the changes noted below in our fee schedule for the
Teamsters #294 pension plan.

Standard Ie amsters ~294 PensiQn

First $5 Milfion -.70 Basis Points First $20 Million - .50 Basis Points
Next $5 Minion - .60 Basis Points Next s 15 Million - .40 Basis Points
Neld $10 Million ~ ,50 Basis Points Next $15 MiUion - ,35 Basis Points
Next S15 Million • .40 Basis Points
NI!Y:t $15 Milfion -.35 Basis Points

This represents $15,000 off our standard fee . If you have any questions, don't
hesitate to call.

,oJ
Kenneth H . Singer
Vice President

KHSlc1.S

(II l nv esunents, Quo.liry Cawus . . . and Kups Oil COlU1lif1&