<5enalor Joseph 8.

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:Jroy. ')(ew yorh 12ltJO

February 15, 1994

Mr. Robert T. Smith

Wright Investors' Service
1000 Lafayette Bou levard
Bridgeport, Conn. 06604-4700

De a r Bob:

I am enc.losing the revised draft o f the "Finder's Fee"

agreement.

As you can see, my counse l suggested a few minor

changes. See what your p eople t h i n k . I don't th i n k
t h e changes are sign i f i can t, b u t they do help me
wi t h t h e ob j e c t iv i t y o f what we a r e d o in g.

We' l l talk s o on.

JLB:p
Enclosures

GOVERNMENT
EXHIBIT

GC-3

FEB 1 8 190,1
J -c:c'EIVED-JjEPT. 5?
i <-

CONFIDENTJAL
\V15006015
..--- "-- - -- -_.
, ..

D R AFT (FOR WIS LETTERHEAD)

January , 1994

NAME
ADDRESS

RE: ~i~~
Dear_, ~ 4?A
The Winth op Corporation d/b/a Wright Inves6Jors' service
(WIS), being a duly reglsteredinves ment adviser, agrees to pay
'/~:>U a fee in accordance with Schedule A attached, for each
,vestment advisory account WIS opens as a result of a referral by
.,.'H, provided that:

(a) You are not currently and have never been (1) subject to
any order, judgment or decree issued by the United s~ates
Securities and Exchange Commission; or (ii) convicted by
any court of any felony or misdemeaneor involving any
form· of deception (as defined in section 203 of the
Investment Adviser's Act of 1940);

(b) You will provide impersonal services only. 'lour role

will be limited to finding and referring prospective
investment advisory c1 lents to WIS. For solicltat ion
pruposes, you may only use such written materials as
provided to you by WIS and you may only make oral
statements which do not purport to meet the specific
needs of any specific client.

(c) The prospective investment advisory client acknowledged

that s/he has been referred to WIS by you.

It is understood and agreed that you shall pay all state and
Federal taxes as may be due for the services rendered by you
pursuant to this Agreement.

CONFIDENTIAL
WIS006016

._.",arM(,¥<.r ,..~.
 If this letter accurately reflects your understanding of the
terms of your agreement with WIS, please acknowledge your
acceptance by signing it below in the space provided.

Sincerely,

Albert L. Merie, Jr., CFA

Executive Vice President

Agreed to this day of I 1994. .~

. ':-'.
-~--

SIGNATURE NAME~~)

Attached: Schedule A

CONFIDENTIAL
WIS006017
 ~ SCHEDULE A

~
~~~~illmeeting
pay a portion of its investment mana
all of the requirements in the
ment fees ~
ttached letter
of understanding,~RG~rRiA~D4~gQr'E fees. A . will be
paid tie tQ~ lA~~8d~s~ for those clients who have retained WIS as
an investment adv~sor ~:~ result of having been iR~to WIS
by the ~ '~~~
The fee paid by WIS shall be eqqj!wt~ percentage of
the fee d by the client to WIS~ T~Q fi~a~ shall be paid
quar ly in arrears and the percentage paid will be as follows:
12 Month Billing Period % Paid to Introducer
1st Year 10%
2nd Year 10%
3rd Year 10%

CONFIDENTIAL
WIS006018