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Health Fund

Article 5, Section 2.
General Powers

The Trustees, on behalf of the WGA, the Producers, the Writers, the Retirees, and their beneficiaries, shall be the Fiduciary with respect to the control and management of the Plan except as otherwise provided herein and except to the extent that the Trustees have delegated Fiduciary duties in accordance with Section 2(m) of Article V, shall enforce the Trust Agreement and the Plan in accordance with its terms and shall have all powers necessary to administer the Trust Agreement and the Plan in accordance with its terms, including, but not by way of limitation the following powers in addition to such other powers as are set forth herein or conferred by law:

  1. To provide for the payment of and pay all reasonable and necessary expenses of collecting contributions and administering the affairs of the Plan and Fund, including the payment of all expenses which may be incurred for or in connection with the establishment and maintenance of the Plan, the Trust, and the Fund, the payment for the employment of such administrative, legal, actuarial, investment and other expert assistance or service, the payment for the employment of such auditing, bookkeeping and clerical service or assistance, and the payment for the leasing or purchasing of such premises, material, supplies and equipment, as the Trustees in their discretion find necessary or appropriate in the performance of their duties with due regard to an economical administration. For the purpose of paying all such expenses the Trustees may advance the necessary monies from the Fund since the Fund is to bear the entire cost of administration.

  2. To maintain a bank account or accounts in a selected bank or banks in the name of the Writers' Guild- Industry Health Fund for depositing the amounts received by virtue of subparagraph (a) and to withhold monies from such account or accounts for the purpose of paying the expenses set forth in subparagraph (a). All withdrawals of money from such account shall be made only upon checks signed by such person or persons as may be authorized in writing by the Trustees to sign such checks. The person or persons so authorized to sign checks or to handle such monies shall each be bonded by a duly authorized surety company in such amounts as may be determined from time to time by the Trustees. The cost of premiums on such bonds shall be paid out of the Fund.

  3. To negotiate and execute with a Corporate Co-Trustee selected by the Trustees a Trust for the establishment of a Fund to effectuate this Plan, the provisions of such Trust to be consistent with the provisions of this Plan, and to amend or modify such Trust or change the Corporate Co-Trustee, and to enter into any and all contracts and agreements for carrying out the terms of this Plan and the Fund. The Trust so negotiated and executed shall be used to fund and pay benefits under the Plan.

  4. To receive from the Producers in accordance with Article III, the Producers' checks in payment of contributions and, after reviewing and accepting such checks, to forward such checks to the Corporate Co-Trustee for deposit in the Fund.

  5. To determine all questions relating to the eligibility of Writers to participate.

  6. To authorize the payment of benefits and disbursements by the Corporate Co-Trustee from the Fund.

  7. To designate, by resolution, the Corporate Co-Trustee or one or more Investment Managers as the Fiduciary with respect to the investment, control and management of Trust assets, such designation to be effective on the date specified in the resolution. Upon the effective date of such designation, the Trustees shall no longer be the Fiduciary with respect to the investment, management, and control of those Trust assets allocated to that Investment Manager and shall exercise their powers in that respect subject to the direction of the Corporate Co-Trustee or Investment Manager or Managers. If an Investment Manager or Managers is thus designated, each named Investment Manager shall accept its responsibility in writing; affirm its qualifications as either (i) a registered investment adviser under the Investment Advisers Act of 1940, (ii) a bank, as defined in that Act, or (iii) an insurance company qualified to perform investment advisory services under the laws of more than one state; and acknowledge in writing that it is the Fiduciary with respect to investment, management, and control of Trust assets. If an Investment Manager or Managers is designated pursuant to this paragraph, a copy of such affirmation and acceptance shall be furnished to the Corporate Co-Trustee along with the written notice of designation.

  8. The Corporate Co-Trustee or Investment Manager or Managers acting as Fiduciary from time to time with respect to investment, control and management of Trust assets shall have the power:

    1. To invest and reinvest such part of the assets and the income of the Health Fund as in their sole judgment is advisable, in such securities and other investments, including bonds, common and preferred stocks, notes, mortgages, trust deeds or other property (real, personal or mixed), tangible and intangible, as they may select in their sole discretion, whether or not the same be authorized by law for the investment of trust funds generally, except that the Corporate Co-Trustee or Investment Manager shall have authority to invest in or retain stock or obligations of the Corporate Co-Trustee or any of its affiliates; provided that investment or retention of such stock or obligations is permitted under ERISA, and such investment or retention is at the direction of a Fiduciary other than the Corporate Co-Trustee;

    2. To sell, exchange, lease, convey or dispose of any property whether real or personal at any time forming a part of the Health Fund upon such terms as they may deem proper, and to execute and deliver any and all authorizations, instruments of conveyance and transfer in connection therewith;

    3. To vote in person or by proxy securities held by the Health Fund, and to exercise or cause to be exercised any other rights of whatsoever nature pertaining to securities or any other property held hereunder;

    4. To exercise options, conversion privileges, or rights to subscribe for additional securities and to make payments therefor;

    5. To consent to or participate in dissolutions, reorganizations, consolidations, mergers, sales, leases, mortgages, transfers or other changes affecting securities held by the Health Fund and in connection therewith, and to pay assessments, subscriptions or other charges;

    6. To compromise, settle, arbitrate and release claims or demands in favor of or against the Health Fund on such terms and conditions as the Trustees may deem advisable;

    7. To establish and accumulate reserves up to such amounts as are adequate in the opinion of the Trustees to carry out the purposes of the Health Fund;

    8. To borrow money in such amounts and upon such terms and conditions as shall be deemed advisable or proper by the Trustees to carry out the purposes of the Health Fund and to pledge any securities or other property of the Health Fund for the repayment of any such loans; and

    9. To hold or require the Corporate Co-Trustee to hold part or all of the assets of the Health Fund uninvested.

  9. To maintain all the necessary records for the administration of the Plan other than those maintained by the Insurance Company or Corporate Co-Trustee and to receive, review and approve or disapprove the annual financial reports of the Corporate Co-Trustee.

  10. To make periodic valuations of the Fund as set forth in Article IV and to approve the actuarial assumptions to be used therein.

  11. To collect, analyze and prepare statistical data with respect to the administration of the Plan and to make an annual report on the operation of the Plan.

  12. To prepare and distribute information explaining the Plan in such manner and to such persons as the Trustees determine.

  13. To appoint, as an employee of this Plan, an Administrator, as defined in Section 3(16)(A) of ERISA, and delegate to such Administrator such powers and duties in connection with the administration of the Plan as the Trustees may from time to time prescribe.

  14. To establish claims procedures consistent with regulations of the Secretary of Labor for presentation of claims by Writers, Retirees, and their beneficiaries for Plan benefits, consideration of such claims, review of claim denials and issuance of decisions on review.

  15. Generally to do all such acts, execute all such instruments, take all such proceedings and exercise all such rights and privileges as are necessary in the administration of this Plan.

  16. To pay or provide for the payment of premiums on such policies of insurance as the Trustees may see fit to purchase to provide for the benefits to be provided hereunder; to exercise all rights or privileges granted to the policy holder by the provisions of each such policy or allowed by the insurance carrier of such policy, and to agree with such insurance carrier to any alternation, modification or amendment of such policy, and to take any action with respect to such policy or the insurance provided thereunder which the Trustees in their discretion may deem necessary or advisable, and such insurance carrier shall not be required to inquire into the authority of the Trustees with respect to any such action.

  17. To the extent permitted by law and governmental regulation, and in order that their employees may be permitted to become eligible for and to receive benefits under the Health Benefit Plan established hereunder, the Trustees may permit the Fund Office, the WGA, the Interguild Federal Credit Union, and the Producer-Writers Guild of America Pension Plan Office, or any one or more of them, to be, for such purpose, regarded as an employer hereunder. In each such event, the Trustees shall determine the eligibility requirements applicable to each such group of employees and the contributions required respectively on account of each such group of employees, and as to each such group the contributions so required shall be paid by the respective employer of such group. The Trustees may also become a party to the Producer-Writers Guild of America Pension Plan and make contributions to such Plan on behalf of Fund Office employees.

  18. The Health Benefit Plan may reimburse any person then eligible for benefits for amounts paid by them as premiums to the Social Security Administrator for voluntary supplementary medical insurance for them or their eligible dependentsAny dependent of a participant who meets the criteria for eligibility established by the Fund. under the provisions of Part B of Title XVIII of the Social Security Act commonly known as "Medicare." An application for such reimbursement shall be made in writing on a form and in the manner prescribed by the Trustees. Reimbursement of the Medicare fee shall be made from the beginning of the month for which the person has paid premiums for the supplementary medical insurance, but not earlier than a date 11 months prior to the month in which the Medicare Reimbursement Application is received and shall continue on a calendar quarterly reimbursement basis for so long as the Writer or Retiree shall continue eligible for participation in the Health Benefit Plan.

Notwithstanding the foregoing, the investment, management, and control of all Trust assets with respect to all matters described in paragraph (h), above, shall be the sole responsibility of the Corporate Co-Trustee or Investment Manager or Managers, who shall be the Fiduciaries with regard to such matters for purposes of ERISA. For purposes of ERISA, the Trustees shall not be the Fiduciary with respect to the investment, management, or control of the Trust assets with regard to such matters and shall have no responsibility or authority with respect to such matters.

It is the intent of all Fiduciaries under the Plan and Trust that each Fiduciary shall be solely responsible for its own acts or omissions. Except to the extent imposed by ERISA or the Code, no Fiduciary shall have the duty to question whether any other Fiduciary is fulfilling any or all of the responsibilities imposed upon such other Fiduciary by ERISA or by any Regulations or Rulings issued thereunder. No Fiduciary shall have any liability for a breach of fiduciary responsibility of another Fiduciary with respect to the Plan or Trust unless that Fiduciary knowingly participates in such breach, knowingly undertakes to conceal such breach, has actual knowledge of such breach and fails to take reasonable remedial action to remedy said breach or, through the Fiduciary's negligence in performing specific fiduciary responsibilities, has enabled such other Fiduciary to commit a breach of the latter's fiduciary responsibilities.