Aftra Health Fund

“The governing board shall consist of eleven (11) employer trustees and eleven (11) sag-aftra trustees. In the event that any employer trustee shall die, become incapable of acting hereunder, resign, or be removed, the employer trustees then in office may, by majority vote and in a writing signed by a majority of the employer trustees and delivered to the board, designate a person to fill the position of employer trustee thus made available. It is the intention of the employer trustees that the composition of the employer trustees will be generally representative of the various segments of the industry for which contributions have historically been required to be made to the funds. In the event that any sag-aftra trustee shall die, become incapable of acting hereunder, resign, or be removed, sag-aftra shall designate a successor sag-aftra trustee by written notice from the national board of sag-aftra delivered to the board, such appointment shall become effective immediately upon such filing.”

“The form 990 is reviewed by the chief financial officer of the health fund prior to its submission for filing. In addition, a copy of the form 990 is provided to the entire board of trustees prior to the filing of the return.”

“Conflict of interest policy compliance procedures ------------------------------------------------- 1. Duty to disclose in connection with any actual or potential conflict of interest, an interested person must disclose the existence of the financial interest and all material facts to the board (or a designated committee of trustees) for consideration of the proposed transaction or arrangement. In addition, trustees must disclose to the board (and update annually) their interests that are reasonably likely to give rise to conflicts of interest, such as a list of family members, substantial business or investment holdings, ownership or investment interests and other transactions with business and other organizations and those of family members. 2. Determining whether a conflict of interest exists after disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the board (or committee) meeting while the remaining members of the board (or committee) determine and vote on the issue of whether a conflict of interest exists. 3. Procedures for addressing the conflict of interest a) if a conflict of interest is found to exist, the interested person may make a presentation at the board (or committee) meeting concerning the proposed transaction or arrangement. After such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement. B) the chairperson of the board (or committee) shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. C) after exercising due diligence, the board (or committee) shall determine whether the fund can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. D) if (i) a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, and (ii) the transaction or arrangement does not violate the prohibited transaction provisions of the employee retirement income security act of 1974, as amended ("erisa"), the internal revenue code of 1986, as amended (the "code"), or other applicable law, then the board (or committee) shall determine with only the disinterested trustees (or committee members) voting whether the transaction or arrangement is in the fund's best interest and for the fund's own benefit and whether the transaction is fair and reasonable to the fund, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 4. Violations of the conflicts of interest policy a) if the board (or committee) has reasonable cause to believe that a trustee or the ceo has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. B) if, after hearing the response of the person and making such further investigation as may be warranted under the circumstances, the board (or committee) determines that the person has failed to disclose an actual or possible conflict of interest, it shall take actions that it deems appropriate. Acknowledgement of policy ------------------------- each trustee and all employees of the fund shall sign a statement which affirms that such person - a. Has received a copy of this policy; b. Has read and understands the policy; c. Has agreed to comply with the policy; and d. Understands that the fund is an employee benefit plan subject to the provisions of erisa, which, in order to maintain its federal tax exemption, must engage primarily in activities which accomplish one or more of its tax exempt purposes and that he or she must discharge his or her duties with respect to the fund exclusively for”

“The health fund does not make its governing documents, conflict of interest policy and financial statements available to the public.”

“$280,108 included in estimated amount of other compensation represents amounts calculated by the plan actuary as to the annual increase in actuarial value of qualified defined benefits. These amounts reported are not actual outlays of compensation to the officers and highly compensated employees.”