Wright Investors' Service

Wright International Financial Center Phone: (203) 330 ·5000

®
1000 Lafa yette Boulevard. Bridgeport. Connecticut 06604-4720 USA Fax: (203) 3 '0-50UI

December 15, 1995

Mr. Joseph L. Bruno

89 Bulson Road
Troy, NY 12180

Dear Joe,

As a result of the outstanding effort on your part, our President and Chairman have agreed
that we should provide a further modification to the schedule of referral fees previously
established. The new Schedule B is attached and will be effective for the next billing for
each of the existing accounts as of December 1,1995, based on the period that the account
has been under management. The April 28, 1995 fee Schedule A will still apply to new
accounts after this date.

As a reminder, your relationship with Wright Investors' Service as a referral agent must be
disclosed to each prospective account. The exact form of this disclosure has been provided
by our in-house counsel, Helen George, and a copy is attached.

All of us appreciate the job you have done, particularly considering your very busy
schedule.

Sincerely,

Albert L. Merie, Jr., CFA

Executive Vice President

ALM,Jr.lcd

cc: Helen George

GOVERNMENT
EXHIBIT

GC -12
almtlcrterstcd bruno]

In In vestm ent s. Quality Coun ts . . . a nd Keeps On Counting 06893

 December 15, 1995

Mr. Joseph L. Bruno

89 Bulson Road
Troy, NY 12180

Dellf Joe,

As a result of tbe outstanding effort on your part, our President and Chairman have agreed
that we should provide a further modification to the schedule of referral fees previously
established. The new Schedule B is attached and will be effective for the next billing for
each of the existing accounts as of December 1, 1995, based on the period that the account
has been under management. The April 28, 1995 fee Schedule A will still apply to new
accounts after this date.

As a reminder, your relationship with Wright Jnvestors' Service as a referral agent must be
disclosed to each prospective account. The exact form of this disclosure has been provided
by our in-house counsel, Helen George, and a copy is attached.

All of us appreciate the job you have done, particularly considering your very busy
schedule.

Sincerely,

Albert L. Merle, Jr., CFA

Executive Vice President

ALM,Jr.lcd

cc: Helen George

nlm\let1~rs\(,dbruno]
 Schedule A

Referral Fees to be paid to Joseph Bruno Accounts Established After 12/1/95

WIS will pay a portion of its investment management fees for referrals meeting all of the
requirements in the attached letter of understanding. A referral fee will be paid for those
clients who have retained WIS as an investment advisor as a result of having been referred
to WIS by Joseph Bruno.

The referral fee paid by WIS shall be equal to a percentage of the fee paid by the client to
WIS and shall be paid quarterly in arrears. The percentage paid will be as follows:

Client Fees Paid During: Percent Paid to Referral Agent

I st Year of I nvcstmen t Ma nagemen t 20%

2nd Year of Investment Management 15%
3rd Year of Investment Management 15%

Although this agreement is for the first three years of investment management of any
client, it is Wright's intent to continue payments to referral agents so long as there is a
continuing active relationship between the referral agent and Wright Investors' Service. It
is expected that payments after the third year of investment management will be at the rate
of 10% of fees paid by the client to Wright.

alnnlerterstrdbruno]

06 S9~
 Schedule B

Referral Fees to be paid to Joseph Bruno Accounts Existing Prior to 12/1/95

WIS will pay a portion of its investment management fees for referrals meeting aU of the
requirements in the attached letter of understanding, A referral fee will be paid for those
clients who have retained WIS as an investment advisor as a result of having been referred
to WIS by Joseph Bruno.

The referral fee paid by WIS shall be equal to a percentage of the fee paid by the client to
WIS and shall be paid quarterly in arrears. The percentage paid will be as follows:

Client Fees Paid During: Percent Paid to Referral Agent

1 sr Year of Investment Management 25%

2nd Year of Investment Management 20%
3rd Year of Investment Management 20%

Although this agreement is for the first three years of investment management of any
client, it is Wright's intent to continue payments to referral agents so long as there is a
continuing active relationship between the referral agent and Wright Investors' Service. It
~c-te that payments after the third year of investment management will be at the rate
f LO% of f s paid by the client to Wright.

aJm\J~t1el"S\cd brun o]
 Wright Investors' Service
Wright Internationa l Financial Center Phone: (203) 330 -5000
®
1000 Lafayette Boulevard. Bridgeport. Connecticut O(i(,()4-4720 US A Fax: (203) 330 -5001

Disclosure Memorandum

TO:
(Nam e of Client or Prospective Client)

FROM: WRIGHT INVESTORS' SERVICE

SUBJECT: COMPENSATION TO INDEPENDENT SERVICE ASSOCIATE

Wright Investors' Service ("\vIS") will pay a portion of its investment management fees
to Joseph Bruno for his efforts in introducing you to WIS. Such fee amounts to no marl: than
20% ofWI S's investment management fee and does not result in any additional charge to you.

n addition to acknowledging disclosure of this compensation arrangement, your

J

signature below indicates receipt of Part Il of WIS' Form ADV.

Date:

Received and Acknowledged:

068 97
III In vestm ents. Qu ality C OUI/ts . . . an d Keep s Oil Co unting