INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT dared ,il{ <f_Y \ 5 r 2 0 0 "- between WRlGHT INVESTORS'

SERVICE ("Manager") and The CONSTRUCTION AND GENERAL LABORERS' LOCAL
UNlON 190 PENSION fUND, acting through its Board of Trustees ("Client").

l . Appointment of Manager. Client hereby appoints Manager to act as investment manager for
Client with respect to the account described in Paragraph 2 bereof (the "Account"). Manager
hereby accepts appointment as investment manager for the Account and agrees to supervise
and direct the investment of the Account. Manager is a registered investment advisor under
the Investment Advisers Act of 1940, as amended (the" 1940 Act"), and shall notify Client
promptly of any termination or revocation of that registration , The Manager acknowledges
that it is an "investment manager" and a "fiduciary" (as those terms are defined in the
Employee Retirement Income Security Act of 1974, as amended ("ERlSA"), and regulation
thereunder) with respect to the Account (but not with respect to any other assets of Client).

2. The Account. The AccOUDt shall be referred to by the designation Laborers' Local Union 190
Pension Fund, and shall consist of cash, equities, bonds, and other fixed-income securities
and property ("'Assets") which, from time to time, Client places under the supervision of
Manager and those additional Assets which result from transactions in the Account, earnings
thereon, distributions with respect thereto or additions thereto made by Client.

3. Manager's Autboritv. Subject to the investment Guidelines attached hereto as Exhibit A,

Manager shall have complete discretion in the investment and reinvestment of the Assets in
the Account designated by the Client as subject to the Manager's management, with full
power and authority to (a) select the investments for the Account (b) make purchases and
sales of securities and other property for the account of Client and (c) place orders with such
brokers and dealers as it may select to seek to achieve with the objective of obtaining best
execution for the purchase or sale of securities and other property. In carrying out its duties
under this Agreement and subject to Exhibit A, Manager may use any investment strategies
and techniques that may from time to time be employed by Manager in rendering advisory
services to its other customers, Said powers, duties and responsibilities shall be exercised
exclusively by the Manager pursuant to and in accordance with those provisions of the Trust
Agreement and ERISA which relate to such powers, duties and responsibilities and which are
incorporated herein by reference as if fully set forth. Manager shall exercise all duties,
responsibilities and authority hereunder in the best interest of the Account.

GOVERNMENT
EXH IBIT

GL -6
4. Standard of Care; Liability. Manager will discharge its duties under this Agreement in
accordance with the standards of ERISA. Manager shall have no responsibilities with respect
to any assets of Client other than Assets of the Account. The federal securities laws impose
liabilities under certain circumstances on persons who act in good faith, and therefore nothing
in this agreement shall in any way constitute a waiver or limitation of any rights which Client
may have under any federal securities laws.

5. Investment Guidelines . Attached as Exhibit A hereto is a statement of the investment

guideline s which the Client has prepared for and in consultation with Manager and which
Manager has accepted . The investment guidelines for the Manager which seek appropriate
returns in excess of the Lehman Brothers Government Credit Index may. from time to time,
be revised in writing by Client following 30-days written notice thereof to, and acceptance
by, the Manager.

6. Representations of Client. Client represents and warrants to Manager that (a) its execution
and delivery of this Agreement are authorized by the Trust Agreement pursuant to which the
Account is maintained and do not violate any law, regulation, agreement, order or decree
applicable to Client or the Fund or by which either is bound, (b) this Agreement when
executed and delivered by the parties will be binding upon Client, (c) Client is authorized to
grant investment discretion to Manager with respect to the Account (d) Client has delivered
to Manager a true and complete copy of the Trust Agreement and any other instruments
governing the investment of the Account and will from time to time hereafter deliver to
Manager any amendments thereto and provide Manager with such other information as may
be necessary for Manager to carry out its obligations under this Agreement, and (e) Client
shall regard as confidential all information and recommendations furnished by Manager to
Client and all investment decisions made by Manager for the Account.

7. Custodian. All transactions for the Account shall be consummated by payment or delivery by
or to Custodian. Instructions of Manager to the Custodian shall be in writing or made orally
and confirmed in writing as soon as practicable. Manager shall instruct brokers and dealers
executing orders on behal f of Client to forward to the Custodian copies of all confirmations
promptly after execution and all monthly statements for the Account. Client shall instruct the
Custodian to provide Manager with such periodic reports concerning the status of the
Account as Manager may reasonably request. The Client has established a separate account
with the Trov Fi.nancial Trust as Custodial Trustee, which therefor shall serve as Custodian
for the assets managed by the Manager.

8. Reports by Manager. Following the close of each quarter, a report with respect to the
valuation of the Account portfolio and direct or indirect commission costs shall be submirted
to Client and to the Client's accountants, counsel and other designees along with a statement
that Manager has used its best efforts to achieve best execution under the circumstance of its
trading transactions with all brokerage firms, taking into account any brokerage and research
services received by Manager in accordance with Section 28(e) of the Securities Exchange
Act of 1934 and the rules promulgated thereunder. A representative of Manager shall be

2
 available for personal consultation with Client or its representatives at a mutually convenient
time , Manager will also promptly furnish Client with such reports as may be required from
time to time pursuant to ERISA and interpretations thereof by the United States Department
of Labor, including Prohibited Tran saction Class Exemption 86-128 or any other appl icable
exemption. In the maintenance of its record s. Manager shall not be responsible for the
accuracy of any information fumished by Client , the Cu stodian or any other person or finn.

9. Liabilities of the Manager and the Client. The Client acting in good faith shall not be liable
for any act or omission of the Manager in connection with the Manager's discharge of its
duti es. No thing in this Agreement shall act 10 relieve the Manager from any responsibility or
liabilit y for any respon sibility, obligation or duty that the Manager may have under ERISA or
any other applicable federal law.

10. Fees. As compensation for Manager's services hereunder, Client will pay Manager a fee
calculated and paid quarterly in arrears on the basis of t.he total value of the Assets under
management by the Manager as of the end of the previous quarter in accordance with the Fee
Schedule attached hereto as Exhibit B. If there are any additions to or withdrawals from the
Account during a quarter, the fee shall be adjusted at the end of the quarter on a pro rata basis
to reflect the amount of such additions to or withdrawals from the Account for the periods
during which such amounts were included in the Account. In connection with any fee
payabl e to Manager under this Agreement, Manager agree s to send to Cl ient and the
Cu todian at the same time a bill showing the amount of the fee, the value of the Client 's
assets on which the fee is based , and the specific manner in which the fee was calculated. All
brokerage and other transaction costs of the Account shall be paid by Client and charged to
the Account when incurred .

II. Valuation of Assets. Any valuation of the Assets in the Account pursuant to this Agreement
shall be made by Custodian and reviewed and fully recon ciled by Manager to its own
valuation of Account Assets. In computing the value of any Asset in the Account for
purposes of this Agreement, the last sale price on the valuation date or the latest available bid
price quotation fumished to the Custodian by sources it deems appropri ate shall be used . Any
other Asset shall be valued by Custodian subject to Client review, in such a manner as to
reflect its fair market value.

12. Reinv estm ent of Income: Withdrawals from the Account. All income from the Accoun t shall
be reinvested by Manager, unless Client otherwi se requests in writing. Client may make
withdrawals from the Account after giving adequate notice to Manager in light of normal
liquidation and settlement procedures.

13. Information Co ncerning Manager. Client acknowledges that at least 48 hours prior to its
execution and del ivery of this Agreem ent it received a copy of Part U of Manager's Form
ADV or a brochure meeting thaI requirements of Rule 204-3 under the 1940 Act which
describes the servic es provided by Manager.

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14. Servicc:s to Other Clients. Client understands that Manager performs investment ad visory
services for clients other than Client and recogni zes that Manager may give advice and take
action in the performance of its duties to other clients which may di ffer from advi ce given. or
the timing or nature of action taken, with respect to the Account. Nothing in this Agreem ent
shall be deemed to impose upon Manager any obligation to purchase or sell or to recommend
for purchase or sale for the account of Client any security or other property which manager or
any of its affiliates may purchase or sell for its own account or for the account of any other
client.

15. Resil:,'TI8tion or Removal of the Manager. The Manager may be remo ved by the Client or may
resign upon 30 days' notice in writing; in either event, this Agreement shall terminate. On
the effective date of the removal or resignation of the Manager or as close to such date as is
reasonabl y possible. the Manager shall provide the Client with a final report containing the
same information as provided in the quarterly investment report described in paragraph 8
above . Fees owed hereunder shall be prorated to the date 0 f termi nation specitied in the
notice of termination.

16. Assignment : Changes in Organization of Manager. Unless the Client expressly con sents
thereto, any assignment (as defined in the 1940 Act) by the Manager of this Agreement shall
autom atically terminate this Agreement. If the Manager hereunder is converted into, merges
or consolidates with or sells or transfers substantially all of its assets or business to another
entity and such transaction resulrs in a change of ownership, control or key investment
management professionals, the resulting entity or the entity to which such sale or transfer has
been made shall notify the Client of such sale or transfer and shall become the Manager
hereunder only if Client specifically so consents in writing.

17. Severabi lity. Any term or provision of this Agreement which is invalid or unenforceable in
any jurisdiction shall. as to such jurisdiction, be ineffective to the extent of such invalidity or
unen forceabi Iity without renderi ng invaIid or unen forceab le the remai ning terms or
provisions of this Agreement or affecting the validity or enforceability of any of the tCIl11S or
provisions of this Agreement in any other jurisdiction.

18. Ownership . The Client represents that it is the beneficial owner of the Assets and further
represents there are no restrictions on the transfer, sale and/or public distribution thereof, and
that no individual Trustee of the Cli ent is an officer, director or controlling person of any
corporation whose securities arc a part of the Assets. The C1 ient further agrees not to make
any changes in the Assets of the Account subject to the Manager's authority without notifying
the Manager.

J 9. Notices. All written notices and com muni cations required herein shall be deemed duly given
when transmitt ed and received by hand delivery, unionized overn ight delivery or mail
service, or facsimile transmi ssion, to Manager or Client at the addre ss set forth below. or to
such other address as may be specified in a notice actually received by the other party.
20. Applicable Law. This Agreement shall be construed pursuant to. and shall be governed by.
the laws of tile State of New York and by ERISA and other applicable federal laws.

21. Amendment. This Agreement may be amended at any time by the mutu al agreement of the
Client and the Manager expressed in writing. No such amendment sha ll be effective to
permit the use of the Assets or any part thereof for any purpose not authorized by the Trustee
Agreement.

22. Entire A!.!rccment. This Agreement and the exhibits hereto set forth the entire agreement and
understanding between Client and Manager and may not be modified or amended except by a
writing signed by the party to be bound by such modi fication or ame ndment. This
Agreement supersedes any and all prior agreements between Manager and Client, or between
Manager and any trust funds merged with Client.

IN WITNESS WHEREOF, the undersigned have caus ed this Agreement to be executed

as of the date first above written.

~) J
Approved By: ---..:----=:=::....
Chairman
,:!(j --
1ff--'- _ Date:

Accepted By: Date:

\\fright
, Investors' Service
I

List of Exhibits

A. lnvesrment Management Guidelines

B. Investment Manager Fee Schedule

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 EXHIBIT A

INVESTMENT GUIDELINES
FROM
CONSTRUCTION AND GENERAL LABORERS' LOCAL UNION 190 PENSION FUND
To WRIGHT INVESTORS' SERVICE

AS Ai">; ACTIVE FIXED INCOME I NVEST!\'lENT MANAGER

I. fNTRODUCTJON

This is a statement of investment related guidelines ("Guidelines") which the

Construction and General Laborers' Local Union 190 Pension Fund , through its Board of
Trustees, as the Fund's Named Fiduciaries (the "Client"), directs Wright Investors ' Service
(the "Manager"). investment manager for the Client's assets, to follow in managing such
assets. The Client and the Manager agree tbat these Guidelines are incorporated into the
investment agreement between them , executed as of , 2003 (the "Agreement"). and
that the Manager will adhere \0 these guidelines unless and until it provides the Client written
notice requesting changes to the Guidelines and receives written approval by the Client for
changes to or deviation from these Guidelines .

The Manager shall at all times satisfy the requirements of Section 3(38) of the
Employee Retirement Income Security Act of 1974, as amended ("ERlSA"), including an
acknowledgement that the Manager is a fiduciary with respect 10 the Account and the
requirement that the Manager is registered under the Investment Advisers Act of 1940. The
Manager shall discharge its responsibilities with respect to assets under its management in
accordance with the fiduciary responsibility provisions set forth in Sections 403-408 of
ERISA and all final and proposed regulations promulgated thereunder. Client will neither
assume any obligation or responsibility for the d irect management of assets allocated to the
Manager (other than as a direct result of promulgating guidelines) nor be liable for any acts or
omissions of the Manager that result in any loss to the Client's assets. It is the intention of the
Cl ient to allow the Manager full discretion to invest Fund assets assigned to the investment
supervision of the Manager within the scope of these mutually agreed upon investment
guidelines.

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 The Manager shall be responsible for reviewing these guide] ines with the Client and its
Investment Consultant, Independent Fiduciary Services ("IFS"), at least annually (and more
frequently. as necessary in the opinion of the Manager) to assure that they remain valid and
relevant at all times. Any recommendations by the Manager as to modi fications in the
Guidelines shall be submitted to the Client, through IFS, in writing. Any changes to the
Guidelines proposed by the Client shall be conveyed in writing to the Manager.

Th e Manager shall notify the Cl ient and the Investment Consultant irnrnediately in the
event the investment manager becomes aware. or has reason to be aware, that it has deviated
from these guidelines.

II. SPECIFIC fNVESTMENT CR.ITERLA

The Mana ger shall invest the Account in accordance with its Total Return Fixed
Income strategy consistent with the following speci fie criteria:

A. General Provisions

I . The Account shall cons ist entirely of actively-managed fixed income

securities the objective of which is to provide a competitive rate of rerum
above the appropriate benchmark over a full market cycle and provide a
regular supply of cash flow.
2. Substantially all investments in the Account shall be readily liquid subject
to potential redemption requirements of the Fund .
3. The Manager is expected to actively manage the portion of the Account
held in cash equivalents. If the portion of the Account held in the
custodian's short-term investment fund ("STIF") exceeds 5% of the
Account at the end of the month, the Manager shall, within five (5)
business days thereof, provide the Client and Investment Consultant a
written justification.
4. The Manager has full discretion to invest in any particular investment
without prior notice to, or approval by, the Client subject onl y to the terms
and conditions of the Fund 's Investment Policy Statement and these
Guidelines.
5. The Manager acknowledges receipt of the Fund's Investment Policy
Statement and agrees that it shall invest the Account consistently WIth the
Fund' 5 Investment Policy Statement.
6. All investment income of the Account and capital gains, if any, will be
added to the Account. except to the extent the Manager is directed
otherwise.

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B. RiskJDiversification

The Account shall have the following financial characteristics :

I. Effecti ve duration of the Account including cash equivalents, on 3

weighted avera ge basis shall be +/ - 25% of the effective duration of the
Lehman Brothers Government Credit Index.

2. Credit Quality
a. The weighted average credit quality of the Account shall be at least
Aa(3) according to Moody's or AA- according to Standard &
Poor's. U.S. Government and Agency obligations will be
considered as having credit ratings higher than AAA or Aaa.
b. All individual securities shall have, at a minimum, a rating of
A(3)/A-, except that securities rated Baa/BBB may represent up to
20% greater than the benchmark weighting in securities of this
quality rating. In the event a security is split rated. the lower of the
two ratings shall apply .
c. In the event that any of the above credit quality criteria is violated,
the Manager shall noti fy the Client and I"FS in writing by facsimi Ie
or email with.in five business days, specifying the amount of the
violation. If the Manager determines that the securities should
continue to be held in the Client's Account, the Manager will so
notify the Client and IFS in writing, stating the reasons for this
decision and providing a plan to bring the Account back into
compliance with these Guidelines within six months. Otherwise,
the Manager shall seek to sell such additional securities insofar if
and when such sale would be prudent.
d. The rating standards provided for in these Guidelines are minimum
criteria and the Manager is respons ible for making an independent
analys is of the credit worthiness of securities and their
appropriateness as an investment regardless of the classi fication
provided by the rating service.

:). Diversi fication

The Manager may not exceed the following diversification requirements
without prior written approval of the CIient:
a. Up to 10% of the Account, measured at market value . may he
invested in cash and cash equivalents (fixed income securities with
a maturity of less than one year).

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 b. Direct obligations of the U.S. Government and U.S. Government
agency debt issues shall be between 15 ~o and 100% 0 f the
Account, measured at market value.
c. Corporate securities shall not be more than 70(}-Q of the Account .
measured at market value.
1. For the purposes of these Guidelines, Asset Backed
Securities C"ABS") and Commercial Mortgage Backed
Securi ties ("CNffiS") shall be considered corporate
securities.
II. Manager shall not invest the Account in more than 5.0% of
the outstanding principal value of anyone bond issue.
d. Investment in the securities of any single issuer (with the exception
of the U.S. Government, its agencies and government sponsored
entities) shall not exceed 5% of the Account 's value. measured at
market value , (including cash equivalents).
e. No more than 15% of the Account, measured at market value, shall
be in Agency mortgage backed issues, including low risk
collateralized mortgage obligat ions ("CMOs'').
1. For purposes of these Guidelines, "low risk" CMOs are
considered to he mortgage-backed derivative securities
without any of the following characteristics: leverage, more
pre-payment risk than the underlying mortgage collateral
and/or risk from other tranches (e.g., low risk CMOs do not
include "Support" or "Companion" bonds).
II. Investments managers investing in CMOs and/or other
permitted derivative securities shall comply at all times
with the requirements of the Department of Labor's
Statement on Derivatives issued March 28. 1996
(' Statement").

C. Performance

I. The total retum of the Account (fixed income plus cash, on an absolute
basis , after all fees and expenses) is expected to exceed the Lehman
Brothers Government Credit Index over rolling three (3) year time periods.
2. The Manager is expected to perform consistently in the top hal f of fixed
income managers in the fixed income universe of IFS, on a rolling 3-year
time period, on a gross rerum basis.
3. All return calculations by the Manager must. at a rmrnmum , meet the
A 1MR performance standards.

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D. Prohibited Activity

The Manager shall not buy or engage in any of the following investments or
strategies:
I. Short selling:
2. Options, futures contracts or warrants;
3. Commodities;
4 . Margin transactions or any other borrowing of money;
5. Securities not registered under SEC filing except U.S. government or
agency-backed mortgages:
6. Restricted securities or private placements. unless : (I) such securities lire
offered or sold pursuant to Rule 144A of the Securities Act of 1933; and,
(2) the Manager prudentl y concludes that the security is of a readily
determinable market value, sufficiently liquid, sufficiently creditworthy,
sold with sufficient accurate disclosure of its nature and terms, and is
otherwi se prudent to purchase. In that event, the Manager may invest no
more than 10% of the Account in Rule 144A securities;
7. Mortg age securities whose payment represents the coupon payments on
the ou tstandi ng principal balance of the underlying mortgage-backed
security and pays no principal (e.g. intere st only securities);
8, Mortgage securities whose payment represents the principal payments on
the outstanding principal balance of the underlying mortgage-backed
security and pays no interest (e.g . principal only securities) ;
9. Mortgage securities whose payment of interest is determined by an index
opposite to the changes in a market index (e.g. inverse floaters);
10. Derivative securities, including but not limited to structured notes ,
instruments with internal leverage or other investments thaI demonstrate
similar risk characteristics, although low risk CMO's are permitted. as
defined in Section If(B)(e );
I 1. Repurchase agreements and reverse repurchase agreements against
securities which are not perm itted to be held in the Account ;
12. Use of any commingled fund (other than the custody bank STIF and the
Wright Current Income Fund). unless the Manager notifies the Client and
investment consultant in writing of its desire to use such fund and the
Client grants written approval;
13. Transactions with any party in interest or any non-exempt prohibited
transaction . as defined by ERISA .

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E. Short-Term Investments
Short-term investments (those with maturities one year or less) are a perm itted
class of assets of the Account provided they fall within one or more of the
following categories:
1. U .S. Government securities (back ed by the full faith and credit of the U .S.
Government) and U .S. Agency obligations.
2. Certificates of deposit . maturing within 12 months, of any domestic bank
meeting the standards far a "well-capitalized" bank pursuant to the FDIC
rmprovernents Act of 1991 , provided that such cert i fi cates 0 f deposi t from
any single institution shall not represent more than 5% of the assets of the
short-term investment account,
3. Commercial paper, maturing within 9 months , of any domestic issuer,
provided that such commercial paper shall be rated not less than A-I by
Standard & Poor 's and/or Prime I by Moody's,
4. Tri-party repurchase agreements collateralized 102%, at a minimum , with
securities otherwise permitted under these guidelines. The maximum term
will be 90 days and the collateral must be marked-to-market daily.
5. High-grade banker 's acceptances. ("High-grade" is defined as rated BBB
or better by Standard & Poor's for long-term (more than one year) bankers'
acceptances and at least A-2/P-2 for short-term bankers' acceptances),
6. Commingled accounts offered by banks or mutual funds that are designed
for cash management strategies,
7. Unless speci ficall y otherwise authori zed by the Client in wri ting. no short
term investment account shall engage or invest in any of the following and
no commingled fund in which the Fund invests as a short-term vehicle
shall in the aggregate substantially (i.e. with more than 10% of the assets)
invest or engage in the following:
a. Derivatives, options or futures contracts,
b. Non-marketable securities,
c. Margin transactions or any other borrowing of money except for
emergencies, such as a need for a commingled fund to meet
redemption requests.
d. Short selling,
e. Options or futures contracts, and
f. Commodities,
8. Any security that is otherwise permitt ed in the portfolio with a matu rity of
one year or less .

II
 F. Brokerage
1. The Manager agrees to maintain records of its trading practices, including
records of the broker-dealer used on each transaction. The Manager agr ees
to disclose information regarding such brokerage to the Cl ient upon
request.
2. The Manager shall use its best efforts 10 seek to obtain best price and
execution on all transactions.

f1I. INSURANCE COVERAGES

I. The Manager shall maintain an errors and omissions insurance policy with
a minimum coverage of $5 million, and the statutory bonding coverage
mandated by ERISA Sec. 412 (b).
2. The Manager will certi fy to the C Iient periodically whether such pol icies
arc in force and the premiums have been paid and will provide evidence of
such policies.

IV. MA fNT ENANCE OF RECORDS, RECONCILIATION AND COMMUNICATIONS

A. The Manager shall maintain records of all activity in the Account and shall
pro vide rFS and the Fund with monthly statements of such activity and the
assets in Client's Account as soon as reasonably practical after the end of each
month.
B. The Manager sha ll provide quarterly reports to IFS and the Fund describing
portfolio holdi ngs and support for cash positions exceeding 5% in the
Account.
C. The Manager shall. on a monthly basis, reconcile its record of activity in the
Account with monthly reports from the custodian of the Account. All
di fferences due 10 number of units or par value must be explained in detail . in
writing. The Manager will provide written reconciliation reports to the C lient
or IFS when requested. The Manager will promptly notify IFS of any
transacti ons that it has not been able to reconcile with the custodian, after
reasonable efforts to do so.

D. Communication and Reporting by the Manager

The Manager is responsible for frequent and open communications with the
Client and Ir s on all signi f can I matters pertaining to inves tm ent policies and

12
 the management of the Account, including but not Iimited to the quart erly
reporting 0 f:
I. Significant changes in the Manager's investment outlook, investment
philosophy, investment strategy and portfolio structure.
2. All material changes in the Manager's ownership, organizational srructure,
financial condition or senior personnel staffi ng.
3. The Manager's quarterly reports shall describe the composiuon and
financial characteristics of the fixed income Account, as set forth in
Section II (B).
4. AIlY violation of any of the parameters described in these guidelines in
addition to what is described in Section n (B)(2), and the Manager's plans
regarding the securities in question.
5. Any change that the Manager believes is necessary in the Fund's
Investment Policy Statement or these Guidelines to prudently invest the
ACCDunt. It is the responsibility of the Manager to initiate communication
with the Client and lFS regarding any such changes whenever the Manager
believes that any particular change is necessary. Changes will be adopted
only if the Fund and the Manager in writing mutually agree to them .

Adopted at this \ e.;t '(Jay of (U~ . 2003.

On Behal f of the Client On Behal f of the Manager

By: By:
Chairman

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 Exhibit B

INVESTMENT MANAGEMENT
FEE SCHEDULE

Wright Investors' Service

Assets Fee in Basis Points

Flat Fee 27

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