ARTICLE I: DEFINITIONS
THIS AGREEMENT AND DECLARATION OF TRUST, effective as of the 1st day of effective date 2022, between Sample Group, a corporation/LLC/etc. organized and existing under the laws of the State of incorporation (the “Company”), and Trustee Name, an individual residing at insert Trustee address, and Trustee Name, an individual residing at insert Trustee address (the “Trustees”).
1. Beneficiary means any person designated by a Participant or entitled by law to receive benefits under the Plan.
3. Participant means any eligible individual who receives benefits under the Plan.
The specific acts and services to be performed by the Service Provider shall be established by separate agreement between the Company and the Service Provider, and, in the event of a conflict between such contract and this Trust agreement with respect to such acts and services, the contract shall govern. The Benecon Group, LLC is currently a Service Provider with respect to those services set forth in the Brokerage and Administrative Services Agreement.
4. Service Provider means a person, group of persons or other entity appointed and authorized hereunder by the Company to process benefit payments and to provide any other services with respect to the administration of the Trust as the Company may request and/or delegate, and which the Service Provider shall agree to perform.
WHEREAS, the Sample Group Health Benefit Trust (the “Trust”) has been established as a trust to hold assets which are to provide health care under one or more plans established by the Company; and WHEREAS, the Company has established the Health Care Plan of Sample Group (the “Plan”), a welfare benefit plan for the benefit of eligible employees of the Company and their eligible ANDdependentsNOWTHEREFORE, in consideration of the mutual undertakings, premises and agreements set forth herein, the Company and Trustees do hereby agree that the Trustees shall hold all funds and other property in trust exclusively for the uses and purposes and upon the terms and conditions as follows:
The following words and phrases when used in the Trust shall have the following respective meanings unless the context clearly indicates otherwise.
2. Fiscal Year means the taxable year of the Trust, which shall be the twelve (12) month period beginning January and ending on December.
Sample Group HEALTH BENEFIT TRUST
4. Trustees’ Duties
1. Establishment and Purpose. The Trust Fund shall consist of such sums of money (including Participant contributions, if the Plan so requires) and other property as shall from time to time be paid or delivered to the Trustees by the Company or transferred to the Trust upon the instructions of the Company, increased by the income and gains thereon and decreased by expenses and losses incurred. The Trust Fund shall be used to pay benefits and appropriate administrative expenses under the Plan.
3. Funding the Trust
. It shall be the duty of the Trustees to hold and to distribute or transfer assets of the Trust as directed by the Company or the appropriate Service Provider. Such directions shall be in writing and signed by the authorized agent of the Company or Service Provider, as the case may be, and in carrying out such direction, the Trustees shall not be obligated to inquire into the purpose or purposes for such directions and shall have no responsibility whatsoever respecting the application of any such payment. If at any time the Company or any other person authorized by the Company to direct the Trustees shall fail for any reason to give such directions to the Trustees, the Trustees shall not distribute or transfer any assets from the Trust Fund until they receive such direction.
. The appropriate Service Provider, from time to time, shall evaluate the funding method of the Plan and determine the amount to be contributed by the Company. Pursuant to the direction of such Service Provider, the Company shall fund the Trust in a manner consistent with applicable law so that the Plan shall be funded on a lawful and sound basis. To the extent permitted by governing law, the Company shall be free to determine the manner and means of making provision for funding the Plan, setting forth mutually acceptable terms and conditions with respect to the Company contributions to the Plan, including without limitation, provisions specifying the manner in which the amount of the obligation shall be determined and paid to the Trustees.
. The Trustees or designated Service Provider may establish one or more bank accounts in the name of the Trust for the purpose of receiving contributions and for making disbursements to the appropriate Service Provider
2. No Diversion of Trust Fund. The Trust Fund shall be held by the Trustees in accordance with the provisions of this Trust. The Trust and Plan shall be administered for the exclusive purpose of providing health care to Participants as provided in the Plan.
The Trustees shall receive, hold, manage, convert, disburse and otherwise deal with Trust Fund assets, including contributions made by the Company and Participants to the Trust, and the any income and/or gains resulting therefrom, in the manner and for the uses and purposes in the Plan and as herein provided.
ARTICLE II: ESTABLISHMENT AND ADMINISTRATION OF TRUST
5. Trust Fund means all sums of money or other property as shall from time to time be contributed to the Trust by the Company and all earnings, increment and income thereon, less any payments which shall have been made by any Trustees pursuant to the Plan and Trust.
5. Establishment of Bank Accounts
7. Indemnification of Trustees. The Trustees shall be fully indemnified and held harmless by the Company for any liability arising from any action taken by them in reliance upon or pursuant to the directions of the Company or its respective agents.
ARTICLE III: PAYMENT OF CLAIMS AND ADMINISTRATION OF TRUST
3. Adequacy of Contributions. The Company or the appropriate Service Provider shall have the duty to determine the adequacy of any contributions to the Trust by the Company and/or the Participants, and shall have the responsibility with respect to the application of payments made from the Trust in connection with claims made under the Plan.
for paying the benefits provided under the Plan as well as the costs of administering the Plan.
1. Appointment of Service Provider(s). The Company shall have the responsibility and authority to contract on its behalf as well as on behalf of the Trust and the Plan with one or more Service Providers for professional assistance and administrative functions including, but not limited to premium collection, billing, claims, processing payments, insurance placement and recordkeeping. The Service Provider(s) shall be compensated for the reasonable value of its services in such manner and in such amount as may be determined and agreed to by the Company and the Service Provider. The Company shall furnish the Trustees with a copy of the agreement between it and any Service Provider.
2. Liability Limited to Assets of Trust
6. Documents. The Company shall furnish the Trustees with a copy of the Plan, and any amendments thereto.
4. Delegation of Duties. The Company shall have the authority to delegate any administrative duties not specifically designated to a Service Provider. The Company may designate a person or committee to act on its behalf, and shall notify the Trustee and any Service Provider of any such designation. The Trustee and Service Provider(s) may then rely on any document executed by the designee as representing action by the Company until the Company notifies the Trustee and Service Provider of the revocation of such designation.
. The liability for any claim or claims under the Plan is specifically limited to the assets of the Trust. If the assets of the Trust shall be depleted, neither the Trustees nor the Company shall have any liability to pay claims or expenses.
5. Delegation of Banking and Financial Transaction Duties. The Company delegates the banking and financial transaction administrative duties associated with this Trust to the Service Provider, The Benecon Group, LLC
b. Other Powers. The Trustees may perform such other acts, whether or not expressly authorized, as they may deem necessary or proper for the protection of the properties held hereunder and may exercise all such further rights and powers as may be granted to trustees generally by law. In addition, the Trustees may employ such brokers, program managers, banks, custodians, attorneys, accountants, and other agents, and delegate to them whatever duties, rights and powers they shall determine to be prudent and advisable, and for such periods as they shall think proper, and the Trustees shall not be responsible for any loss occasioned by any such agent unless the Trustees shall commit a breach of fiduciary duty in designating such agent, in establishing or implementing a procedure for making the designation, or in allowing the designation to continue.
The Trustees may consult with counsel of their own selection. The reasonable compensation or fees charged by all such persons for their services shall be deemed to be the expenses of administration of the Trust.
1. Enumeration of Powers. The Trustees shall hold and manage the Trust Fund hereunder and shall have all powers necessary, proper and convenient for the preservation, management and direction thereof, including, but not limited to:
ARTICLE IV:
c. Delegation of Duties. Duties of the Trustees under this Trust may be delegated to a Service Provider and/or to any such other persons as the Trustees may, from time to time, in their sole discretion, deem appropriate and lawful.
TRUSTEES’ POWERS AND RESPONSIBILITIES
a. Administrative Powers. Full power to manage, control and otherwise handle the Trust fund to the same extent as if the Trustees were the absolute owners thereof, and without distinction between principal and income. In all actions, the Trustees shall give due regard to any limitations imposed by the Internal Revenue Code (the “Code”) and by ERISA, so that at all times the Plan and the Trust qualify as an employee welfare benefit plan. The Trustees may hold any assets of the Trust Fund in bearer form, or they may register and hold the same in the names of the Trustees or in the name of their duly authorized nominee. The Trustees shall be authorized to keep any cash from time to time held hereunder on deposit in such place as they may elect, and the Trustees shall not be required to pay interest on any cash balances held by them. The Trustees shall have power in their discretion to lend monies of the Trust for any purpose deemed beneficial to the Trust and shall have the power to borrow money from any person, firm or corporation, for and on behalf of the Trust, upon such terms as they may deem advisable, and to pledge or mortgage or otherwise create a lien upon any assets of the Trust for the purpose of securing the repayment of money so borrowed; provided, however, the Trustees shall not be authorized to borrow any money from or lend any money to the Company or any other disqualified person, if such a transaction is prohibited by ERISA.
4. Compensation of Trustees. As compensation for their services hereunder, the Trustees shall be entitled to retain or receive out of the Trust Fund such compensation as the Company and Trustee may from time to time agree; however, the Company from time to time may elect to pay directly the Trustees’ compensation. Notwithstanding the above, any Trustee who is also a full-time employee of the Company shall not receive any compensation for his or her services as a Trustee. Reasonable expenses incurred by the Trustees in the administration of the Trust (including fees for legal accounting, investment, actuarial, or other services rendered by or to the Trustees or to the Company on behalf of the Plan and all other proper charges and expenses of the Trustees and of their agents and counsel) shall constitute a charge upon the Trust Fund until paid. All taxes of any kind whatsoever that may be levied or assessed upon such Trust or the income thereof shall be paid from the Trust.
6. Authority of Trustees. The Trustees shall be responsible only for the performance of the duties assigned to them in this Agreement, and shall have no liability for actions taken in accordance with the directions of a Named Fiduciary, as defined in Section 402(a)(2) of ERISA. No persons dealing with the Trustees in any transaction shall be required to inquire into the decisions or authorities of the Trustees, provided that these provisions shall not relieve any Plan fiduciary (as defined in ERISA) from fulfilling its fiduciary duty in dealing with the Trustees.
3. Insurance. If insurance policies have been or will be issued under this Trust, the Trustees, at the direction of the Company, shall apply for, own and/or pay premiums on such insurance policies; provided, however, no insurance carrier shall be deemed a party to this Trust or responsible in any way for the legal effect, operation or validity of this Trust.
5. Prohibited Transaction. Notwithstanding any provision of this Trust, in no event shall the Trustees exercise any powers under the Trust in a manner that will constitute a prohibited transaction as defined in Section 4975 of the Code, or Section 406 of ERISA
2. Accounting. The Trustees, or the appropriate Service Provider designated by the Trustees, shall keep proper accounts of all investments, receipts, disbursements and other transactions effected by them hereunder, and all accounts, books and records relating thereto shall be open for inspection at all reasonable times by the Company or by any person designated by the Company. Within a reasonable time after the close of the Fiscal Year of the Trust, the Trustees shall render to the Company a detailed written statement of the Trust for the fiscal year then ended. Each such statement shall contain information as to the administration of the Trust sufficient to permit the completion of any report, form, return or similar document required to be filed by ERISA or the Code, and shall be certified as accurate by the Trustees. As of the close of business at the end of the Fiscal Year of the Trust, the Trustees shall value the assets of the Trust Fund at prevailing market values and shall render a statement thereof promptly to the Company. Nothing herein contained, however, shall preclude the Trustees from having any of their accounts judicially settled by a court of competent jurisdiction.
. All fiduciaries (as defined in ERISA) with respect to the Plan and this Trust shall discharge their duties as such solely in the interest of the Participants and their successors in interest. In this connection, all fiduciaries shall act (a) for the exclusive purposes of providing benefits to the Participants and their successors in interest and defraying reasonable expenses of administering the Plan and Trust; (b) with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims; and (c) in accordance with the provisions of the Plan and Trust, except to the extent such documents may be inconsistent with ERISA.
10. Dispute as to Act or Authority. If a dispute shall arise as to any act to be performed by the Trustees, the Trustees may postpone the performing of such act until the adjudication of such dispute shall have been made in a court of competent jurisdiction or they shall be indemnified to their satisfaction against loss arising out of such dispute.
8. Request for Instruction
9. Fiduciary Duties
12. Bond. Unless exempt by ERISA and regulations thereunder, the Trustees, the Service Provider(s) and any other fiduciary shall be bonded, as defined by Section 412 of ERISA, in an amount not less than ten percent (10%) of the amount of the funds handled; provided, however, that the minimum bond shall be $1000 and the maximum bond,
11. Resignation or Removal of Trustees
. The Trustees may at any time apply to the Company or the appropriate Service Provider for instructions or directions as to any matter over which the Company or Service Provider is given authority and control under the terms of this Trust, and they shall be fully protected by the Company in taking or failing to take any action in the absence of such written direction with respect to any such matter to the extent the law so allows.
. The Trustees (or any of them) may resign upon giving written notice to the Company; and the Company shall have the power to remove the Trustees (or any of them) and to appoint a successor. The appointment of a successor trustee shall become effective upon acceptance in writing of such appointment by the successor trustee. Upon the approval of accounts, the resigning or removed Trustee or Trustees shall transfer and deliver to the Trust Fund to such successor trustee, after paying or reserving such reasonable amount as shall be deemed necessary to provide for his, her or their expenses in the settlement of his, her or their account and the amount of any compensation due to the Trustee or Trustees and any sums chargeable against the Trust Fund for which the Trustee or Trustees may be liable; and if the sums so reserved are not sufficient for this purpose, the resigning or removed Trustee or Trustees shall be entitled to reimbursement for any deficiency from the successor trustee and the Company.
7. Written Instructions Required. All documents, notices, information, accountings or other correspondence required by the Trustees under the provisions of this Trust shall be submitted by the Trustees in writing; and the Company or any other person or persons to whom such matters are directed may rely upon the genuineness of the matter submitted without any duty to inquire into its genuineness.
ARTICLE V: AMENDMENT AND TERMINATION
The Company reserves the right, at any time, and from time to time, to amend or terminate, in whole or in part, any or all of the provisions of this Trust by the Trustees; provided, no amendment which affects the rights, duties or responsibilities of the Trustees may be made without the written consent of the Trustees; and provided further, the Company shall not have the right to make any amendment which would allow any of the monies or property held in the Trust to revert to the Company or to inure to its benefit, directly or indirectly, except through payment of benefits to Participants pursuant to the Plan or payment of the cost of administering the Plan.
ARTICLE VI: MISCELLANEOUS PROVISIONS
2. Governing Law. All legal questions pertaining to this Agreement shall be determined in accordance with the laws of the Commonwealth of Pennsylvania insofar as the same shall be applicable and not superseded by ERISA.
$500,000. The amount of funds handled shall be determined at the beginning of each Fiscal Year by the amount of funds handled by the Trustees and their predecessors, if any, during the preceding Fiscal Year, or if there is not a preceding Fiscal Year, then by the amount of the funds estimated to be handled during the then calendar year. The bond shall provide protection to the Plan against any loss by reason of acts of fraud or dishonesty by the Trustees, the Service Provider(s) or other fiduciary alone or in connivance with others. The surety shall be a corporate surety company (such as the term is used in Section 412(a) of ERISA), and the bond shall be in a form approved by the Secretary of Labor. The cost of such bond shall be an expense of the Plan, and shall be paid from the Trust Fund if not paid by the Company.
1. No Right to Employment. This Trust shall not be deemed to constitute a contract between the Company and any Employee, nor shall it be consideration for an inducement or condition of the employment of any Employee. Nothing herein contained shall be deemed to give any Employee of the Company the right to be retained in the employ of such Company or to interfere with the right of the Company to discharge any Employee at any time, nor shall it be deemed to give the Company the right to require any Employee to remain in its employ, nor shall it interfere with any Employee’s right to terminate his or her employment at any time.
3. Nonalienation of Benefits. The right of a Participant or Beneficiary to any benefit or to any payment under the Plan shall not be subject to alienation or assignment; and if a Participant or Beneficiary shall attempt to assign, transfer, or dispose of such right or should such right be subject to attachment, execution, garnishment, sequestration, or other legal or equitable process, it shall ipso facto pass to such person or persons as may be appointed by the Company from among the Beneficiaries, spouse and lineal descendants of the Participant; provided, however, the Company in its sole discretion may reappoint the Participants to receive any payment thereafter becoming due either in whole or in part. Any appointment made by the Company hereunder may be revoked by the Company at any time, and further appointment may be made by it.
4. Severability. If any provisions of this Trust shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Trust but shall be fully severable and the Trust shall be construed and enforced as if said illegal and invalid provisions had never been inserted herein.
IN WITNESS WHEREOF, the Company has caused this Trust to be signed in its corporate name by its duly authorized officers and its seal to be hereunto affixed and the Trustees have hereunto set their respective hands and seals, all as of the day and year first above written.
5. Construction. Words connoting the masculine shall be deemed to connote the feminine and the singular shall include the plural (and vice versa) unless the context of this Trust indicates otherwise.
*Please include a copy of each trustee’s driver’s license and Social Security Number with this form on the following pages.
TRUSTEES:BY:COMPANY: , Trustee , Trustee
Trustee 1: *PleaseSSN: Insert Driver’s License Below*
Trustee 2: *PleaseSSN: Insert Driver’s License Below*