LOCAL 773 BENEFITS OFFICE

Northeastern New York District Council Pipefitters Welfare Fund

Plumbers & Pipefitters Local 773 Annuity Plan
Plumbers Local 773 Pension Fund
30 Bluebird Road
P.O. Box 1396
South Glens Falls, NY 12803

MINUTES OF LOCAL 773 PLUl\1BERS PENSION, WELFARE AND ANNUITY FUND

TRUSTEE MEETING HELD AT THE QUEENSBURY HOTEL IN GLENS FALLS, NEW
YORK ON ruNE 29. 2006 AT 9:00 A.M.

Present at the meeting were the following Trustees:

Union Trustees: Terry Monroe Contractor Trusfees: Terry Bulman

Larry Bulman David Cronin
Michael Salerno Da.niel Monroe

Absent: Robert Barody Absent: Douglas Brockway

Evan Myers William Gordon.

Also, in attendance: Lawrence 1. Gonnelly, Fund Administrator

William Pozefsky, Counsel
Michael Chrys of Wachovia Securities

The meeting was called to order at 9:00 a.rn. Lawrence 1. Gonnelly acted as Chairman of the
meeting and WiUiam Pozefsky as Secretary.

PRELlMlNARY

Minutes, The Minutes of the Regular Meeting of April 5, 2006 and the Special Meeting
of June 1, 2006 were reviewed. As 00 quorum was as yet present, no vote co approve tbe
Minutes was taken, and the Minutes will be voted upon at the next meeting.

INTERNATIONAL 'MANAGER SEARCH

1. Preliminary Summary

In furtherance of the prior decision of the Trustees to hire an International Investment

Manager, Investment Consultant Michael Chrys informed the Trustees that three International
Managers were in attendance to make presentations. They were : Alliance Bernstein, Wright
Investors Service and HGK Asset Management, Inc.

GOVERNMENT
EXH IB IT

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2. Alliance Bernsteio

Judy Eng, Manager, Client Relations, Taft-Hartley Group made the presentation on
behalf of her Company. She passed out copies of Alliance Bernstein's Booklet dated June 29,
2006, containing the fum' s agenda, reasons for international investing, philosophy and research
capabilities and additional information. A copy of the Booklet is filed with cbese Minutes. Ms.
Eng informed the Trustees that Alliance Bernstein, overall, had 20 l billion dollars in assets
under investment and 1.7 billion dollars In assets under investment in their International Value
Fund in which over 55 Taft-Hartley Funds participate. Ms. Eng pointed out that the Fund
invested only in developed countries and did not use American Depository Receipts (ADR's).
The Company's objective is to earn a 3% premium over market cycles with a tracking error of
500-700 basis points. Tbe Company uses Taft-Hartley guidelines (AFL-CIO Standards). Any
contract would be between OUI Fund and Alliance Bernstein, not its Delaware Trust Fund.
Alliance Bernstein would accept Fiduciary SIaD..lS to our Fund.

3. Wright Investors Service

Amit S. Khandwala, Executive Vice-President, CIa Equity Management and Kenneth H.

Singer, Senior Vice-President. Institutional Sales and Service, made the presentation on behalf of
their Company. They passed out the Wright Investors Service Booklet dated June 2006 with
material about the Company A copy of the Booklet is filed with these Minutes, They discussed
the Wright International CORE Fund witb 2.2 billion dollars in assets under management and
mentioned that SO% of Wright's business is with Taft-Hartley Funds. Tbe Company focuses on
stock selection, using a Quantitative Analysis. The CORE Fund has 50% in growth and 50% in
value, witb a tracking error 0[200 basis points. The Company rebalances monthly and invests in
mostly developed markets with J% in emerging market exposure. Two types of investrnents are
offered: one is a broad universe of international blue chip securities; the second is an ADR
universe with individual securities. Wriglu also offers what they call "Labor Friendly
Screening." The Compaoy's fee is 60 basis points using the Fuod's existing custodian. Wright's
regular fee schedule would be 70 basis points on the first 5 million dollars of assets.

4. liCK Asset Management. Inc.

Martin J Maddaloni, Jr., Managing Director/Marketing & Client Services, made the
presentation on behalf of his Company. Mr. Maddaloni passed out his Company's Booklet dated
June 29,2006 containing an overview oftbe Firm, a discussion of the investment process, certain
statistics and performance information and disclosures. A copy oftbe Booklet is filed with these
Minutes. The HGK International Equity product has 3 billion dollars in assets under
management, with approximately 100 separate accounts. One Hundred and Sixty Million
DoU ars is i nvested in International Di scipline, Tbe Company's fee is either 100 ba sis points or
80 basis points plus a performance percentage. Mr. Maddaloni explained that his Company uses
a direct investment portfolio, oat ADR' 5, and that the account is oat CQ-m ingl ed. but is separately
managed using our Fund's guidelines, No specific style (value or growth) is followed. The
investments are in developed, not emerging markets, and ills Company follows AFL~CrO
guidelines for International Investing. Mr. Maddaloni informed the Trustees that a highly
qualified individuaJ named Richard Bruce does proprietary research for his Company.

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5. Disc.ussion on Managers

Upon the conclusion of the presentations, the Trustees and Michaet Chrys discussed each
of them. Mr. Chrys confirmed that all three of the Managers have good performance and good
Taft-Hartley relationships. He pointed out that Alliance Bernstein's individual portfolio requires
a 25 million dollar investment (NWQ, for example, has a 10 million dollar individual portfolio
requirement) so that our Fund's assets would be co-mingled with other clients; that Richard
Bruce, the analyst for HG~ is very good, but that custody of assets would be a potential issue
since HGK uses sub-custody arrangements outside the U.S.; and that Wright lnvestors, the
"vanilla" choice, uses ADR's but not all great companies have ADR's. After ao extensive
discussion, a quorum having been obtained,

Trustee Larry Bulman made a MOTION, seconded by Trustee

Michael Salerno to hire Wright Investors and Invest 4 million
dollars in option Dumber 2 (tbe ADR Universe of individual
securities); to take the 4 million dollars from assets managed by
TCW, with the understanding that if TCw does not have 4 million
dollars available, tbe balance should be taken from assets managed
by NWQ; and to amend the Investment Guidelines to permit up to
15% of the Fund assets in International Investments.

The Monon passed unanimously.

PENSION FUND

J. Micbael Chrys discussed the fact that Wachovia had placed TCW on "watch" and
distributed two handouts frOID Wachovia's Managers Strategy Group outlining certain personnel
departures from TCW and under performance by TeW relating to allocation and volatility.
After some further discussion, MI. Chrys recommended tbat the Trustees close out TCW.

2. Rebalancing

Mr. Chrys informed the Trustees that be would like to rebalance the value-growth ratio of
investments.

~'ELF ARE FUND

I. Fund Manager Gonoelly reviewed with the Trustees the application of Gregory W
Brown for a Health Care Expense Benefit reimbursement for the purchase of a treadmill for his
wife Suzanne. Mr. Gonnelly explained that Gregory Brown bad followed the required
procedures of obtaining a doctor's prescription, submitting a reimbursement request, first to Blue
Shield of Northeastern New York appealing Blue Shield's denial. and then submitting the
appeal denial to tile WeIfare Fund, along with the receipt for the purchase and a signed
Certification and Hold Harmless Agreement. Mr. Gonnelly also explained that the paperwork
had been approved by the Fund Actuary Stephen Thomas and tbe Fund Attorney William
Pozefsky.

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 After discussion, Trustee Larry Bulman made a MOTION,
seconded by Trustee David Cronin, to reimburse Gregory Brown
the sum of $695.37 for the purchase of the treadmill.

The Motion passed unanimously .

2. Future Health Care Expense Benefit Reimbursement Procedure

The Trustees discussed the procedure to be followed in the future to expedite Health Care
Assistance Benefit Reimbursement, in view of the fact that the required steps for such
reimbursement have been well defined .

Trustee Larry Bulman made a MOTION, seconded by Trustee

Terry Monroe, that in the future, if the Fund Manager obtained all
tbe necessary paperwork for payment of a HeaJth Care Assistance
Benefit and the benefit is approved by the Fund Actuary, then the
Fund Manager is authorized to approve the reimbursement and
issue the reimbursement check without additiooal Trustee
approval .
The Motion passed unanimou sly.

GENERAL

1. Robert Southard Discussion

Robert Southard of Allegiance Capital, Inc. discussed with the Trustees, a Dew Fund with.
which he is associated. The Fund has been registered with the Securities and Exchange
Commission as a Registered Investment Advisor, and is owned equally by Allegiance Capital
and Treesdale Partners. The Fund is a "Fund of Funds" containing 22 separate Funds, on
average, and is intended to be Don-correlated to stocks and non-correlated to the rest of the
Hedge Fund industry. The goal of the Fund will be to produce better returns than the bond
market and to show positive returns most of tbe time. The Fund was started in May 2005 and
will not contain any Hedge Funds that are correlated to stocks . Mr. Southard further explained
that he was not in a position to offer the Fuod to the Trustees at tills time but that his intention
was to make them aware of this new product. The offering documents for the Fund are
numbered, as required by SCC regulations , and were not passed out at the meeting.

NEXT MJ£ETING

I. The Trustees set September 14, 2006 as the date for the next meeting, at a location to be
determ..ined .
2. Trustee Michael Salerno made a MOnON, seconded by Trustee Larry Bulman to
adjourn tbe meeting. The Motion passed unanimously and the meeting adjourned at 1:37 p.rn.

Yours Truly,
Lawrence J. Gonnelly
Fund Manager
' .\Fil, SCf\'C: ~0 04\Cli e nt DiJb\L 773 (5S)\I'<1inut.:s.2.13.(l..l .RB\ 1SED.(WORD).wpd

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Benefits Meeting June 29. 2006

PENSION APPLICATrONS SINCE LAST MEETING 6/2912006,

I. Michael LaViollerte effective 9J1/2006 life form benefit $720.30 16.42 years pension
service MUB rate of $57. 72

2. Pending application from Gtlfld Fobare QDRO

Deaths
I. Terry Waldron active age 46 spouse received Lump Sum Payment of $38,963.60
2. Robert Pratt Life fOI1J1 benefit age 73

Total Plan: as of IJI12006 171 Pensioners

MonthJy payout is around $210,000 .00

New Business
Wacbovla

Wachovia CQntracts hav e not vet received onlv consulting agreement contracts

Off sit e Back ups done dailv remotely

I. received a portfolio monitoring report from Lerach Coughlin, 2 class action suites fiJed against
HCA,Inc. holdings only (means that no purchases were made during the class period & PrxAR our
pension fund suffered a loss of$5,602. We will receive class action suite forms in the near future . In
breif casc

I . Draft copy of SPD for the Pension from Steve Thomas.

2. Steve Thomas in Relative Value disclosure regulations (Steve Thomas to report)
3. Mike Chrys guideline for investment policy for Wright investors

OLD BUSINESS

Contractor in Arrears
I. Advance June & July
2. Check Data base for aoy others

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WE.L FARE

Opt outs since last meeting

Pending Dave Rozelle

NEW BllSI.I\'ESS

[FEB conference set up events for the 2 Trustees so far MassMutual & Wright Ivestors

QLD BUSINESS

ANNUITY

ANNUI T Y ACTIVITlES
Annu ity Distributions since last meeting

LIn-Service Benefits: Keith Purick $4,195.76. Michael Cameron $4,991.63,

William Laybee SI3,418.ll

2.Normal retirement: Gerald Jabaut $3,800, Peter Hughes $2,099.84

3. Termination benefit: Mark Maynard $1,314.11

NEW BUSINESS
Plan Assets: $4,1 08,450.00 as of 612&/2006

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