1 V ESTORS' SE RVICE

W rig ht Int ernati onal Finan cial Cen ter

1000 Lafavette Boul evard
Bridgeport, Connect icut Ofib(~1 -1 72(J US

August 5, J 998

1'.1r. Kenneth Riddett, Esq .

Room 335 Capitol Building GOVERNMENT
Albany, NY 12224 EXHIBIT

Dear Ken: GC- 18

I am delight ed that yow' client, Joseph L. Bruno, has agreed to become a parr-time
employee of Wright Investors' Service, Inc. ("Wright''). This letter explains some of the
preliminary paperwork that needs to be completed and outlines some of the terms of
employment .

Forms. Please have Mr. Bruno complete and return them 10 me in the envelope
provided. Most of them are self-explanatory, but you should note that the Non-Disclosure and
Business Ethics Agreement must he witnessed. form U-4, the last one in the packet. is kept with
our compliance files as a record of each representative's disciplinary history. We request that
Mr. Bruno sign the form on the last page. Since the form will not be filed with any outside
agency. he may delete any of the final set of affirmations that he feels uncomfortable with,
except the first one.

Taxes. For payroll purposes . Wright' s parent. The Winthrop Corporation

("'TWC ') employs all of Wright' s representatives. TW will of course deduct federal
withholding taxes, but will not collect New York State income taxes. That will be Mr. Bruno's
responsibility. Form CT W-4 is the form for withholding Connec ticut tax. Mr. Bruno will need
to determine whether he is exempt from Connecticut income tax.

Territory. At the present time Mr. Bruno has indicated that he intends to represent
Wright only in ew York. ev Jersey. Tennessee and the District of Columbi a. This
designation of territory is not to be deemed exclusive, but is for regulatory matters only. If Mr.
Bruno believes there is a prospect in some other jurisdiction, please notify Ken Singer or me
promptly.

Stale Filings. Wright will notify New Jersey and the District of Columbia in writing that
Mr. Bruno is to be added to the list of om representatives. (Only his name need be provided.)
New York does not require the names of investment advisor representatives. and Wright is

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O7 1. ". "
Te l: (2( 3) 330-5000 • Fax : (2(3) 330-500 1 • http: Il ww w. w isi.com
presently exempt from registration in Tennessee. Other notice filings will be made as the need
arises.

Generally states can require adv isory representatives to pass examinations

only if the adv isor and/or the representati ve has an office in that state. or if the representati ve
holds himself out to the public as being available in that state for advice concerning securities.
The latter includes, for example. holding a seminar at a hotel, or advertising that helshe will be
available at a particular place and time to answer questions about securities and investing.

Federal Filings. 1t is Wright's position that Mr. Bruno does not enga ge in activities
that would require his being included on Schedule 0 of Wright 's ADV. Ifthe current regulations
arc revised. r will notify you promptly. Also. various staff members of the Securities and
Exchange Commission have been recently discussing the possibility of an examination for
representatives of federally registered investment advisors. While it is reasonable to expect that
any future requirement would exempt presently registered representatives, [ will nevertheless
keep you informed of any official rulernaking activities in this area.

Scope of Appointment. We have agreed that this is an employment at will relationship.

which either party may terminate at any time. Accordingly no contract of employment is
included. but for Mr. Bruno' s convenience I have enclosed a short outline of the scope of his
anticipated activities on behalf of Wright. Peter Donovan, the President ofTWC and Wright,
will be sending Mr. Bruno a separate leiter welcoming him aboard.

Miscellaneous. When you and I talked on the telephone. you indicated that Mr.
Bruno is not a registered representative of any other securities firm (brok er/dealer or advisor). If
this changes, please notify me since Wright and the other firm would have to consent in writing
to share regulatory supervision. Finally , please let me know whether Mr. Bruno is on the board
of directors of any publicly held company. Since Mr. Bruno has no access to any decisions or
deliberations of Wright's Investment Committee. a conflict of interest is not likely . However, I
think disclosure would be in the best interests of both parties.

Ken, I appreciate all of your cooperation on this matter. I f you have any questions, please
do not hesitate to call me.

Very truly yours , i

- ~U~_ . _. ']/j - /~, [ 1-
Helen W . George
Senior Vice President - Legal Affairs

Enclosures (9)
Copy : K. Singer (w/o enclosures)

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I N V E ST O R ' ,' E R V I C E

\ rlgh l Int ernau ona l Financial Cen ter

1000 Latavcue Boul evard
Bridgepor t, Con necticu t 0(,(,04 -4720 U 1\

Scope of Employee's Responsibilities

You are authori zed to enga ge in the following activities on Wright's behalf: identify and
contact prospective clients; introduce such prospects to an officer of Wright: and. at your
discretion . distribute standard Wright promotional material.

At the outset of communications with each new prospect. you must specify your
affiliation with Wright.

You may not advertise in the mass media or the yellow pages that you wi II be
representing Wright at a seminar or other meeting open to the publ ic or a specific segment of it
( for example, to accountants in Erie County).

Your activities are limited to the following jurisdictions: New York, New Jersey,
Tennessee and the District of Columbia. (I f you anticipate representing Wright in another
jurisdiction. please contact Ken Singer or have your attorney contact Wright 's legal departrnent.)

07 J l,
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Tel. (20 ) 330·5000 • Fax ' (203) 330·5001 • lll p : I/WWW .WISI .W Ill
11 V ESTOR S' SER VI C E

W r ig h t In ternati onal Fin an cial Ce n te r

1000 La fa ve tte Boulevard
Brid geport. Co n necticu t 066o.t-4720 USA

August 7,1998

Mr . Joseph Bruno
345 Bulson Road
Troy, l\lew York 'i 2'i 8G

Dear Joe:

I enjoyed meeting with you in Albany last month and I am glad that it has worked out
that you will be able to join our firm . So, let me welcome you as a new employee of
Wright Investors' Service. As our newest Client Service Officer, you will be responsible
for the following:

1. You will be working in conjunction with Ken Singer and his colleagues to
develop new Institutional business for WIS.

2. You and Ken Singer will also service some of our existing clients.

3. Currently you are cleared to work only in New York, New Jersey, Tennessee
and the District of Columbia .

If you have any questions, feel free to contact me directly . We look forward to a long
and mutually beneficial relationship .

Sincerely,

r
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~ ~~.
Peter M. Donovan
President and Chief Executive Officer

PMD :dmg

cc: K. Singer

Tel: (203) 330 -5000 • 1'.1\ : (203) 33U·SOO ] • ht tp: I / w w w. wi~i.co m