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GOVERNMENTEXHIBI TGP -8

Letter of Governing InstructionsFor Wright Investment Management

WRIGHT INVESTORS ' SERVICE. INC.440 Wheelers Fanns RoadMilford. Connecticut OM60

The undersigned (the "Cl ient") desig natesWright lnvesrors' Service, Inc, (the "Advisor") to di-

. reel at the bank. trust company or other custodian approved by (he Advisor (the "CuSLOJian"} the in -vestment of all property in the Client' s account asprovided for in this Leiter of Governing InstructionsforWright Investment Managcrnern.

REPRESENTATIONS AND WARRANTIES;The Advisor is an investment advisor as that terrn isdefined in the Investment Advisers Act of 1946 (the"Act") and regist ered with the Securities and EJIchange Commission as provided for in that ACI. TheAdvisor is a fiduciary as descri bed in the EmployeeRcrirerne ru lncorne Security Ac t of 1974, as amended("ERlSA "). with respect 10 the Client 's account.

The Advi sor will use its best efforts in th einvestment management of the CIient ' s account butis not liable for losses resulting from actions taken oromitt ed unless such actions arc a violation of the securities l;.lWS of the United Stales or failure to dis-charge the Advisor's tiduci ilry rcsponsib ili I ies underERISA.

The Advisor has obtained any hand required under Section 4 J2 of ERiSA or any other applicable

law and will continue any such bond for the term ofthis Agreement and will provide rhc Client withevidence of such coverage upon written request.

PURCHASE AND SALE OF SECURITIES:The Client appoints the Advisor agent for the Clientand authorizes and instructs the Adv isor to purchaseand sc 11, in I he Advisor's sole and absolute d i $-cretion. Securities for the Client' s account which theAdvisor deems advisable and which conform to anywritten investment guidcl ines or poIicies of I heClient which are attached 10 and made pan of thisAgreement, For purposes of this Agreement. the termSccuriues iocludes:

Stocks and fi xed income instruments meeting the: quali ty requ ircmcnts of the Advisor,Funds or investm ent company shares managed or selected by the Advisor.Deposits in and fixcd income obligations ofany bank or financial corporation operat ingunder the laws of the United Slates or othergovernments. andOther secu ritie s which the Client may deposit or authorize in writing.E:'vU'LQYEE: llEJ\F.Fn & or.osn F.RJSA ACCOUNTS

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The Client recognizes that all investments aresubject to varying degrees of risk and thal the Advisor makes no representation that securities boughtwill be profitable . Past performance of the Advisor isnot a guarantee uf future rcsu I L

DEPOSITS & WITHDRA \VALS: The Clientwill notify the Advisor of all cash and securities deposited in or withdrawn from Ihe Client's account.The Advisor, however, is authorized 10 rely and actonly upon written or ora l noiification by the Custodian of such deposits or withdrawals . The Advisoris authorized. but nO I required, (0 act on the Client'soral instructions except the Advisor is only authorized to act on the Client's oral withdrawal instructions when the instruction is 10 direct the Custodianto pay the whhdrawal directly to the Client or an account in the Client's name. The Advisor may only direct other withdrawal instrucrions by forwarding thcClient's written auihorizarion 10 the Custodian.

BROKERS AN D COMMfSSION COSTS:The Advisor is authorized to place Securities ordersfor this account with any broker/dealer that theAdvisor considers satisfactory for rhc execution ofinvesuncnt transactions for its clients. I f the Cus-todian is a broker/dealer that the Advisor considerssatisfactory. the Client authorizes the Advisor 10place buy or sell orders with the Custodian. The Advisor may combine purchase and sale transactions forthe Client' s account with s imilar t ransactions forother accounts directed by the Advisor whenever, inthe discretion o f the Advisor, il is in the best interestsof the Client nnd other clients of the Advisor bUI ildoes not in any way impair the segregat ion of theproperty in the Client's account,

The Client recognizes Ihal many of the broker/dealers with whom the Advisor normally places buyor sell orders also purchase investment services fromthe Advisor for their own use or on behalf of theircustomers, and that some broke r/dealer s may. inreciprocity for brokerage placed with them by theAdvisor, also provide the Advisor with specializedservices which are utilized in the Advisor 's investment collection and analytical processes. The Ad-

visor may place buy or sciI orders for this accountwith such broker/dealers or with the broker/dealer, ifany , w ho i nt ro du ce d the Clien t to the Advisor,provided loal such broker/dealer is considered by lhcAdvisor as satisfactory for the execution of investment transactions for its clients: that the brokeragecommission charges and discounts are substantiallythe same as those made by other broker/dealers utilized by the Advisor and not excessive in relation 10Ihe rates which arc generally charged for similartransactions in the securities industry; and that, in thebest judgment of the Advisor, the bCSI interests of theClient and other clients arc nor adversely affected.These provisions are believed by the Advisor to be infull compliance with Section 28(e) of the SecuritiesExchange Ac t of 1934.

LIMITED POWER OF ATTORNEY: Th isAgreement constitutes a continuing Power of Attorney applying and l imited to any and all futuretransactions relating to the Client's account. ThisPower of Attorney designates the Advisor as Agent.subject 10 Ihe orders and instruct iOIlS contained inthis Agreement. This Power of Attorney shall not beaffected by any change in the Cliems organization,and shall continue in effect uruil the Advisor receiveswritten notification from the Client that this Power ofAttorney h015 been revoked. The Advisor O1S Agentwill always act and bind the undersigned upon the insiruction of its president or of anyone of its officersor employees, as from time to lime designated forthis purpose by its president,

VERI FICAn O N OF STATEMENTS: TheClieru authorizes the Advisor,

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the Advisor will provide, at the Client's request, additional information and advice to the Client regarding the Client's account. This information may beprovided by mail. telephon e 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 par!lgraph, the Advisor wiII vote all proxies for securitiesheld in the Client's account. At the Client' s requestthe Advisor wi II provide the Cl ient with a proxyvot ing record for securities held in th e CI ient ' Saccount. If the Client or another designee is authorized to vote the proxies, the Client will provide theAdvisor with verification acceptable to the Advisor,including instructions. that the Advisor is notauthorized to vote she proxies.

ADVISOR'S FEE: The Advisor will charge afcc for its services provided under this Agreement inaccordance with the attached schedule of fees lhal iscomputed on the basis of the cash and market valueof property deposited in rhe account at the time theCI ierir ' s account is cstabl ished. Ge nerally, whenaccounts arc established they are billed in advancepro rata through the end of the ca lendar quarterfollowing (he quarter in which the initial deposit ismade, Thereafter. accounts are generally billcd quarterly in advance, based on the market value of allproperty in the Client's account at the end of the preceding calendar quarter, in accordance with theAdvisor's current schedule of fees. There will be apro-rated charge for additional deposits of cash orSecurilics made during (I billing period.

The Advisor will bill the Custodian for servicesprovided 10 the Client's account unless otherwise directed by the Client. The Custodian will promptlypay the Advisor lo r services provided to the Client'saccount by charging (he Client's account.

Except as may be permitted by rule or order ofthe applicablc s.latc regulatory authority, the Advisorshall not be compensated on the basis of a share ofcapital gains upon or capital appreciation of the fundsor any port ion of the funds of the Client.

The Advisor will give the Client 90 days' writtennotice of a change in the schedule of fees applicabl eto the Client' s account . TIle new fee schedule willautomatically come into effect for the Client's account ill accordance with the 9O-d3y notice provisionunless the Client provides written notice to the Advisor that the account is not to continue under thenew fee schedule.

S P E C I ~ L INSTRucrrONS: The Client maysubmit special instructions 10 the Advisor at anytime. Special instructions become part of this Agreement only upon written acceptance by the Advisor.Except as provided elsewhere in this Agreement. (heAdvisor is authorized. but not required. 10 act uponthe Client' s oral special instructions.

ASSIGN1\-fENT: This Agreement may not beassigned by either party without wriucn consent ofthe other and contemporaneous wriuen notificationof the assignment by either party to theCustodian,

TERML'JATION: Client may terminate thisAgreement without penally within five business daysof signing it. This Agreement may be; terminated byeither party upon wriuen 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 dale of termination. The Advisorwill direct the Custodian to dispose of the property inthe Client's account in accordance with (he Client'swritten directions for disposition uf the account. TheAdvisor will issue a final report as of the ICl1TIi nationdate of the account which will contain 01 least suchinformation as is contained in its quarterly repons.

NOTICES: The Advisor is not bound by anynotice of or demand made with respect to this Agreement unless such notice or demand is in writing 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 notice request, consent , instruction or other instrumentreasonably believed by the Advisor in good fauh tobe genuine or signed by the proper person or duly aulhorizcd or properly made.

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