Common use of The Settlement Clause in Contracts

The Settlement. The Settlement was reached on May 11, 2018. Class Counsel filed this action on May 10, 2018. Over two years prior to the filing of this action, Class Counsel and Defendant’s Counsel conducted an adversarial informal discovery process. Class Counsel reviewed and analyzed thousands of pages of documents provided by Defendant and also reviewed many other documents, including U.S. Department of Labor Forms 5500 and other publicly available documents. The Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other 401(k) plans. Only after six months of extensive arm’s length negotiation following the mediation were the parties able to agree to the terms of the Settlement. As part of the Settlement, a Qualified Settlement Fund of $17,000,000 will be established to resolve the Class Action. The Net Settlement Amount is $17,000,000 minus any Administrative Expenses, taxes, tax expenses, Court-approved Attorneys’ Fees and Costs, Class Representatives’ Compensation, and other approved expenses of the litigation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court. In addition to the monetary component of the Settlement, the Parties to the Settlement have agreed to certain additional terms: (1) During the first eighteen months (18) following the final approval of the Settlement, Defendant has agreed that the Plan’s fiduciaries will conduct a Request for Proposal (“RFP”) process for recordkeeping services to the Plan; (2) Within the first year following final approval of the Settlement, Defendant has agreed to publish a communication to then current Plan participants explaining the risks and benefits of the Plan’s money market fund investment option; (3) Defendant also will use an independent consultant familiar with fixed income investment options in defined contribution plans who will review the investment lineup and make recommendations to the Plan’s fiduciaries regarding whether to retain the money market fund and whether to add a stable value or comparable fund; (4) In addition, during the three- year Settlement period, Defendant has agreed to provide Class Counsel a list of the Plan’s investment options and fees; and (5) In considering investment options for the Plan, Defendant has agreed that the Plan’s fiduciaries will consider: (a) the lowest-cost share class available for any particular mutual fund considered for inclusion in the Plan as well as other criteria applicable to different share classes; (b) the availability of revenue sharing rebates on any share class available for any particular mutual fund considered for inclusion in the Plan; and (c) the availability of collective trusts, to the extent such investments are permissible and are otherwise identical to a particular mutual fund considered for inclusion in the Plan.

The Settlement. The Following negotiations, a Settlement was reached on May 11, 2018. Class Counsel filed this action on May 10, 2018. Over two years prior to the filing of this action, Class Counsel and Defendant’s Counsel conducted an adversarial informal discovery process. Class Counsel reviewed and analyzed thousands of pages of documents provided by Defendant and also reviewed many other documents, including U.S. Department of Labor Forms 5500 and other publicly available documents. The Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other 401(k) plans. Only after six months of extensive arm’s length negotiation following the mediation were the parties able to agree to the terms of the Settlementbeen reached. As part of the Settlement, a Qualified Settlement Fund of $17,000,000 10,000,000 will be established to resolve the Class Action. The Net Settlement Amount is $17,000,000 10,000,000 minus any Administrative Expenses, taxes, Expenses (including taxes and tax expenses), Court-approved Attorneys’ Fees and Costs, and Class Representatives’ Compensation, and other approved expenses of the litigation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court. In addition S tatement of Attorneys’ Fees and Costs, Administrative Expenses, and Class R epresentatives’ Compensation Sought in the Class Action Class Counsel has devoted many hours to investigating the facts, prosecuting the lawsuit, reviewing documents obtained from Defendants and third parties, and negotiating the Settlement. They also have advanced all costs necessary to pursue the case, and have not been paid for any of their time while this case has been pending. Class Counsel will apply to the monetary component Court for payment of Attorneys’ Fees for their work in the case. The amount of fees that Class Counsel will request will not exceed one-third of the Settlement, the Parties to the Qualified Settlement have agreed to certain additional terms: Fund (1) During the first eighteen months (18) following the final approval of the Settlement, Defendant has agreed that the Plan’s fiduciaries will conduct a Request for Proposal (“RFP”) process for recordkeeping services to the Plan; (2) Within the first year following final approval of the Settlement, Defendant has agreed to publish a communication to then current Plan participants explaining the risks and benefits of the Plan’s money market fund investment option; (3) Defendant also will use an independent consultant familiar with fixed income investment options in defined contribution plans who will review the investment lineup and make recommendations to the Plan’s fiduciaries regarding whether to retain the money market fund and whether to add a stable value or comparable fund; (4) $3,333,333.33). In addition, during the three- year Settlement period, Defendant has agreed to provide Class Counsel a list of will also seek to recover their costs and the Plan’s investment options administrative expenses associated with the settlement. Any Attorneys’ Fees and fees; Costs and (5) In considering investment options Administrative Expenses awarded by the Court will be paid from the Qualified Settlement Fund. Class Counsel also will ask the Court to approve payments, not to exceed $10,000 each, for the PlanClass Representatives who took on the risk of litigation and committed to spend the time necessary to bring the case to conclusion. Any Class Representatives’ Compensation awarded by the Court also will be paid from the Qualified Settlement Fund. A full and formal application for Attorneys’ Fees and Costs, Defendant has agreed that Administrative Expenses, and Class Representatives’ Compensation will be filed with the Plan’s fiduciaries Court on or before [DATE]. This application will consider: be made available at [xxx.xxxxxxxxxxxxxxxxx.xxx]. You may also obtain a copy of this application through the Public Access to Court Electronic Records System (aPACER) the lowest-cost share class available for any particular mutual fund considered for inclusion in the Plan as well as other criteria applicable to different share classes; (b) the availability of revenue sharing rebates on any share class available for any particular mutual fund considered for inclusion in the Plan; and (c) the availability of collective trusts, to the extent such investments are permissible and are otherwise identical to a particular mutual fund considered for inclusion in the Planat xxxx://xxx.xxxxx.xxx.

The Settlement. The Settlement was reached on May 11January 16, 20182019. Class Counsel filed this action the Xxxxx case on May August 10, 2016 and the Xxxxx case on August 20, 2018. Over two years prior to Since the filing of this actionthe Xxxxx case and for a period of almost three years, the parties engaged in substantial litigation. During the course of the litigation, over 760,000 pages of documents were produced, which required Class Counsel to devote substantial time and Defendant’s Counsel conducted an adversarial informal discovery processeffort to review and analyze those documents to support their underlying claims. Class Counsel reviewed took over 15 depositions of fact and analyzed thousands of pages of documents provided by Defendant expert witnesses, and also reviewed many other documents, including U.S. Department retained experts intimately familiar with the retirement plan industry and prudent practices of Labor Forms 5500 fiduciaries for defined contribution plans to provide their opinions based on the record and other publicly available documentstheir experience. The Settling Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other 401(k) retirement plans. The Settling Parties also engaged in substantial settlement discussions without a mediator. Only after six months of extensive arm’s length negotiation following the mediation were the parties Settling Parties able to agree to the terms of the Settlement. As part of the Settlement, a Qualified Settlement Fund or Gross Settlement Amount of $17,000,000 10,650,000 will be established to resolve the Class ActionActions. The Net Settlement Amount is $17,000,000 10,650,000 minus any Administrative Case 1:16-cv-01044-CCE-LPA Document 149-2 Filed 01/16/19 Page 61 of 75 Expenses, taxes, tax expenses, Court-approved Attorneys’ Fees and Costs, Class Representatives’ Compensation, and other approved expenses of the litigation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court. In addition to the monetary component of the Settlement, the Settling Parties to the Settlement have agreed to certain additional terms: (1) During within 30 calendar days after the end of the first eighteen months (18) following the final approval and second year of the SettlementSettlement Period, Defendant has agreed that the Plan’s fiduciaries Duke will conduct a Request for Proposal (“RFP”) process for recordkeeping services provide to the Plan; (2) Within the first year following final approval of the Settlement, Defendant has agreed to publish a communication to then current Plan participants explaining the risks and benefits of the Plan’s money market fund investment option; (3) Defendant also will use an independent consultant familiar with fixed income investment options in defined contribution plans who will review the investment lineup and make recommendations to the Plan’s fiduciaries regarding whether to retain the money market fund and whether to add a stable value or comparable fund; (4) In addition, during the three- year Settlement period, Defendant has agreed to provide Class Counsel a list of the Plan’s investment options and fees, and a copy of the Plan’s Investment Policy Statement (if any); (2) no later than January 1, 2020, Duke shall communicate, in writing, with current Plan participants and (5) In considering inform them of the investment options available in the new lineup, including the annuity option, and provide a link to a webpage containing the fees and performance information for the new investment options and the contact information for the individual or entity that can facilitate a fund transfer for participants who seek to transfer their investments in frozen annuity accounts to another fund in the Plan; (3) during the third year of the Settlement Period, Defendant has agreed that the Plan’s fiduciaries will shall retain an independent consultant to provide a recommendation regarding whether the Plan fiduciaries should issue Requests for Proposals for recordkeeping and administrative services provided to the Plan; (4) during the Settlement Period, in considering Plan investment options, the Plan’s fiduciaries shall consider, among other factors: (a) the lowest-cost of different share class classes available for any particular mutual fund considered for inclusion in the Plan as well as other criteria applicable to different share classes; and (b) the availability of revenue sharing rebates on any share class available for any particular mutual fund investment option considered for inclusion in the Plan; and (c) other factors that the availability of collective trustsPlan fiduciaries deem appropriate under the circumstances; and (5) during the Settlement Period, to the extent such investments are permissible and are otherwise identical to a particular mutual fund considered for inclusion Duke shall not cause Plan assets or assets held in the Plan’s ERISA revenue credit or reimbursement account to be used to pay salaries and fringe benefits and other expenses incurred by Duke for services performed by Duke employees.

The Settlement. The Settlement was reached on May 11January 16, 20182019. Class Counsel filed this action the Xxxxx case on May August 10, 2016 and the Xxxxx case on August 20, 2018. Over two years prior to Since the filing of this actionthe Xxxxx case and for a period of almost three years, the parties engaged in substantial litigation. During the course of the litigation, over 760,000 pages of documents were produced, which required Class Counsel to devote substantial time and Defendant’s Counsel conducted an adversarial informal discovery processeffort to review and analyze those documents to support their underlying claims. Class Counsel reviewed took over 15 depositions of fact and analyzed thousands of pages of documents provided by Defendant expert witnesses, and also reviewed many other documents, including U.S. Department retained experts intimately familiar with the retirement plan industry and prudent practices of Labor Forms 5500 fiduciaries for defined contribution plans to provide their opinions based on the record and other publicly available documentstheir experience. The Settling Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other 401(k) retirement plans. The Settling Parties also engaged in substantial settlement discussions without a mediator. Only after six months of extensive arm’s length negotiation following the mediation were the parties Settling Parties able to agree to the terms of the Settlement. As part of the Settlement, a Qualified Settlement Fund or Gross Settlement Amount of $17,000,000 10,650,000 will be established to resolve the Class ActionActions. The Net Settlement Amount is $17,000,000 10,650,000 minus any Administrative Expenses, taxes, tax expenses, Court-approved Attorneys’ Fees and Costs, Class Representatives’ Compensation, and other approved expenses of the litigation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court. In addition to the monetary component of the Settlement, the Settling Parties to the Settlement have agreed to certain additional terms: (1) During within 30 calendar days after the end of the first eighteen months (18) following the final approval and second year of the SettlementSettlement Period, Defendant has agreed that the Plan’s fiduciaries Duke will conduct a Request for Proposal (“RFP”) process for recordkeeping services provide to the Plan; (2) Within the first year following final approval of the Settlement, Defendant has agreed to publish a communication to then current Plan participants explaining the risks and benefits of the Plan’s money market fund investment option; (3) Defendant also will use an independent consultant familiar with fixed income investment options in defined contribution plans who will review the investment lineup and make recommendations to the Plan’s fiduciaries regarding whether to retain the money market fund and whether to add a stable value or comparable fund; (4) In addition, during the three- year Settlement period, Defendant has agreed to provide Class Counsel a list of the Plan’s investment options and fees, and a copy of the Plan’s Investment Policy Statement (if any); (2) no later than January 1, 2020, Duke shall communicate, in writing, with current Plan participants and (5) In considering inform them of the investment options available in the new lineup, including the annuity option, and provide a link to a webpage containing the fees and performance information for the new investment options and the contact information for the individual or entity that can facilitate a fund transfer for participants who seek to transfer their investments in frozen annuity accounts to another fund in the Plan; (3) during the third year of the Settlement Period, Defendant has agreed that the Plan’s fiduciaries will shall retain an independent consultant to provide a recommendation regarding whether the Plan fiduciaries should issue Requests for Proposals for recordkeeping and administrative services provided to the Plan; (4) during the Settlement Period, in considering Plan investment options, the Plan’s fiduciaries shall consider, among other factors: (a) the lowest-cost of different share class classes available for any particular mutual fund considered for inclusion in the Plan as well as other criteria applicable to different share classes; and (b) the availability of revenue sharing rebates on any share class available for any particular mutual fund investment option considered for inclusion in the Plan; and (c) other factors that the availability of collective trustsPlan fiduciaries deem appropriate under the circumstances; and (5) during the Settlement Period, to the extent such investments are permissible and are otherwise identical to a particular mutual fund considered for inclusion Duke shall not cause Plan assets or assets held in the Plan’s ERISA revenue credit or reimbursement account to be used to pay salaries and fringe benefits and other expenses incurred by Duke for services performed by Duke employees.

The Settlement. The Settlement was reached on May 11November 30, 2018. Class Counsel filed this action on May 10September 4, 20182015. Over two years prior to Since the filing of this actionaction and for a period of almost three years, Class Counsel and Defendant’s Counsel conducted an adversarial informal discovery process. Class Counsel reviewed and analyzed thousands of pages of documents provided by Defendant and also reviewed many other documents, including U.S. Department of Labor Forms 5500 and other publicly available documentsthe parties engaged in substantial litigation. The Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other 401(k) plans. The parties also engage in substantial settlement discussions without a mediator. Only after six months of extensive arm’s 's length negotiation following the mediation were the parties able to agree to the terms of the Settlement. As part of the Settlement, a Qualified Settlement Fund or Gross Settlement Amount of $17,000,000 24,000,000 will be established to resolve the Class Action. The Net Settlement Amount is $17,000,000 24,000,000 minus any Administrative Expenses, taxes, tax expenses, Court-approved Attorneys’ ' Fees and Costs, Class Representatives’ ' Compensation, and other approved expenses of the litigation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court. In addition to the monetary component of the Settlement, the Parties to the Settlement have agreed to certain additional terms: (1) During the first eighteen months (18) following the final approval of the Settlement, Defendant has agreed that the Plan’s Plan fiduciaries will engage a consulting firm to conduct a Request for Proposal (“RFP”) process for recordkeeping investment consulting firms that are unaffiliated with BB&T and engage an Investment Consultant to independent consulting services to the Plan; (2) Within the first year following final approval of the Settlement, Defendant has agreed to publish a communication to then current Plan participants explaining the risks and benefits of Investment Consultant will evaluate the Plan’s money market fund investment option; (3) Defendant also will use an independent consultant familiar with fixed income investment options in defined contribution plans who will review the investment lineup and make recommendations to the Plan’s fiduciaries regarding whether to retain the money market fund and whether to add a stable value or comparable fund; (4) In addition, during the three- year Settlement period, Defendant has agreed to provide Class Counsel a list of the Plan’s 's investment options and fees; and (5) In considering investment options for the Plan, Defendant has agreed that the Plan’s fiduciaries will consider: (a) the lowest-cost share class available for any particular mutual fund considered for inclusion in provide the Plan as well as other criteria applicable to different share classes; (b) fiduciaries an evaluation of the availability of revenue sharing rebates on any share class available for any particular mutual fund considered for inclusion options in the Plan; and (c3) within two years after the availability entering of collective truststhe Final Order, Plan fiduciaries will participate in a training session regarding XXXXX's fiduciary duties; 4) during the two year period following entry of the Final Order, BB&T will rebate to the extent such investments are permissible and are otherwise identical to a particular Plan participants any 12b-1 fees, sub-ta fees, or other monetary compensation that any mutual fund considered for inclusion in company pays or extends to the Plan's recordkeeper based on the Plan's investments; and 5) if during a two-year time period following the entry of the Final Order BB&T decides to charge Plan participants a periodic fee for recordkeeping services, the Plan fiduciaries will conduct a request for proposal for the provision of recordkeeping and administrative services.

The Settlement. The Settlement was reached on May 11November 30, 2018. Class Counsel filed this action on May 10September 4, 20182015. Over two years prior to Since the filing of this actionaction and for a period of almost three years, Class Counsel and Defendant’s Counsel conducted an adversarial informal discovery process. Class Counsel reviewed and analyzed thousands of pages of documents provided by Defendant and also reviewed many other documents, including U.S. Department of Labor Forms 5500 and other publicly available documentsthe parties engaged in substantial litigation. The Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other 401(k) plans. The parties also engage in substantial settlement discussions without a mediator. Only after six months of extensive arm’s 's length negotiation following the mediation were the parties able to agree to the terms of the Settlement. As part of the Settlement, a Qualified Settlement Fund or Gross Settlement Amount of $17,000,000 24,000,000 will be established to resolve the Class Action. The Net Settlement Amount is $17,000,000 24,000,000 minus any Administrative Expenses, taxes, tax expenses, Court-approved Attorneys’ ' Fees and Costs, Class Representatives’ ' Compensation, and other approved expenses of the litigation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court. In addition to the monetary component of the Settlement, the Parties to the Settlement have agreed to certain additional terms: (1) During the first eighteen months (18) following the final approval of the Settlement, Defendant has agreed that the Plan’s Plan fiduciaries will engage a consulting firm to conduct a Request for Proposal (“RFP”) process for recordkeeping investment consulting firms that are unaffiliated with BB&T and engage an Investment Consultant to independent consulting services to the Plan; (2) Within the first year following final approval of the Settlement, Defendant has agreed to publish a communication to then current Plan participants explaining the risks and benefits of Investment Consultant will evaluate the Plan’s money market fund investment option; (3) Defendant also will use an independent consultant familiar with fixed income investment options in defined contribution plans who will review the investment lineup and make recommendations to the Plan’s fiduciaries regarding whether to retain the money market fund and whether to add a stable value or comparable fund; (4) In addition, during the three- year Settlement period, Defendant has agreed to provide Class Counsel a list of the Plan’s 's investment options and fees; and (5) In considering investment options for the Plan, Defendant has agreed that the Plan’s fiduciaries will consider: (a) the lowest-cost share class available for any particular mutual fund considered for inclusion in provide the Plan as well as other criteria applicable to different share classes; (b) fiduciaries an evaluation of the availability of revenue sharing rebates on any share class available for any particular mutual fund considered for inclusion options in the Plan; and (c3) within two years after the availability entery of collective truststhe Final Order, Plan fiduciaries will participate in a training session regarding XXXXX's fiduciary duties; 4) during the two year period following entry of the Final Order. BB&T will rebate to the extent such investments are permissible and are otherwise identical to a particular Plan participants any 12b-1 fees, sub-ta fees, or other monetary compensation that any mutual fund considered for inclusion in company pays or extends to the Plan's recordkeeper based on the Plan's investments; and 5) if during a two-year time period following the entry of the Final Order, BB&T were to decide to charge Plan participants a periodic fee for recordkeeping services, the Plan fiduciaries will conduct a request for proposal for the provision of recordkeeping and administrative services.

The Settlement. The Settlement was reached on May 11April 22, 20182019. Class Counsel filed this action the case on May August 10, 20182016. Over two years prior to Since the filing of this actionthe case and for a period of almost three years, the parties engaged in substantial litigation. During the course of the litigation, over 135,000 pages of documents were produced, which required Class Counsel to devote substantial time and Defendant’s Counsel conducted an adversarial informal discovery processeffort to review and analyze those documents to support their underlying claims. Class Counsel reviewed and analyzed thousands took eight depositions of pages of documents provided by Defendant and also reviewed many other documents, including U.S. Department of Labor Forms 5500 and other publicly available documentsfact witnesses. The Settling Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other 401(k) retirement plans. The Settling Parties also engaged in substantial settlement discussions without a mediator. Only after six months of extensive arm’s 's length negotiation following the mediation were the parties Settling Parties able to agree to the terms of the Settlement. As part of the Settlement, a Qualified Settlement Fund or Gross Settlement Amount of $17,000,000 14,500,000 will be established to resolve the Class ActionLitigation. The Net Settlement Amount is $17,000,000 14,500,000 minus any Administrative Expenses, taxes, tax expenses, Court-approved Attorneys’ ' Fees and Costs, Class Representatives’ ' Compensation, and other approved expenses of the litigation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court. In addition to the monetary component of the Settlement, the Settling Parties to the Settlement have agreed to certain additional terms: (1) During within thirty (30) calendar days after the end of the first eighteen months (18) following the final approval and second years of the SettlementSettlement Period, Defendant has agreed that and within thirty (30) calendar days after the Plan’s fiduciaries will conduct a Request for Proposal (“RFP”) process for recordkeeping services to the Plan; (2) Within the first year following final approval conclusion of the SettlementSettlement Period, Defendant has agreed to publish a communication to then current Plan participants explaining the risks and benefits of the Plan’s money market fund investment option; (3) Defendant also Vanderbilt Defendants will use an independent consultant familiar with fixed income investment options in defined contribution plans who will review the investment lineup and make recommendations to the Plan’s fiduciaries regarding whether to retain the money market fund and whether to add a stable value or comparable fund; (4) In addition, during the three- year Settlement period, Defendant has agreed to provide Class Counsel a list of the Plan’s 's investment options and feesthe fees for those investment options, as well as a copy of the Investment Policy Statement for the Plan; (2) no later than January 31, 2020, Vanderbilt University will communicate by email with currently employed Plan participants identifying current investment options in the Plan, providing a link to a disclosure of the fees and performance of the frozen annuity accounts and the current investment options, and providing contact information for the individual or entity that can facilitate a fund transfer; the form of this communication shall be approved by Class Counsel; (3) on or before April 1, 2022, the Plan's fiduciaries shall conduct a request for proposals (“RFP”) for recordkeeping and administrative services for the Plan to at least three qualified service providers; the RFP shall request that any proposal for basic recordkeeping services express fees on a per-participant basis; (4) after conducting the RFP, the Plan fiduciaries may decide to retain the current recordkeeper or retain a new recordkeeper; the Plan's fiduciaries shall contractually prohibit the recordkeeper from using information about Plan participants acquired in the course of providing recordkeeping services to the Plan to market or sell products or services unrelated to the Plan to Plan participants unless a request for such products or services is initiated by a Plan participant; (5) In considering within thirty (30) days of the decision to retain or select a new recordkeeper, Vanderbilt University shall provide to Class Counsel the best and final bid amounts that were submitted in response to the RFP and a copy of the agreed-upon contract for recordkeeping services; (6) throughout the Settlement Period, the Plan's fiduciaries shall, when evaluating Plan investment options options, consider the cost of different share classes available for the Plan's current investment options, among other factors; (7) Vanderbilt University shall inform Fidelity, the Plan's current recordkeeper, that when communicating with current Plan participants, Fidelity must refrain from using information about Plan participants acquired in the course of providing recordkeeping services to the Plan to market or sell products or services unrelated to the Plan unless a request for such products or services is initiated by a Plan participant; (8) during the Settlement Period, Vanderbilt shall continue its engagement with AonHewitt to provide ongoing investment monitoring services for the Plan, Defendant has agreed that or shall engage another investment consultant to provide a comparable or greater level of information and services; in considering Plan investment options, the Plan’s 's fiduciaries will consider: (a) the lowest-cost share class available for any particular mutual fund considered for inclusion in the Plan as well as other criteria applicable to different share classes; (b) the availability of revenue sharing rebates on any share class available for any particular mutual fund considered for inclusion in the Plan; and (c) the availability of collective trusts, to the extent such investments are permissible and are otherwise identical to a particular mutual fund considered for inclusion in the Planshall consider information provided by investment consultant(s).

The Settlement. The Settlement was reached on May 11April 22, 20182019. Class Counsel filed this action the case on May August 10, 20182016. Over two years prior to Since the filing of this actionthe case and for a period of almost three years, the parties engaged in substantial litigation. During the course of the litigation, over 135,000 pages of documents were produced, which required Class Counsel to devote substantial time and Defendant’s Counsel conducted an adversarial informal discovery processeffort to review and analyze those documents to support their underlying claims. Class Counsel reviewed and analyzed thousands took eight depositions of pages of documents provided by Defendant and also reviewed many other documents, including U.S. Department of Labor Forms 5500 and other publicly available documentsfact witnesses. The Settling Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other 401(k) retirement plans. The Settling Parties also engaged in substantial settlement discussions without a mediator. Only after six months of extensive arm’s length negotiation following the mediation were the parties Settling Parties able to agree to the terms of the Settlement. As part of the Settlement, a Qualified Settlement Fund or Gross Settlement Amount of $17,000,000 14,500,000 will be established to resolve the Class ActionLitigation. The Net Settlement Amount is $17,000,000 14,500,000 minus any Administrative Expenses, taxes, tax expenses, Court-approved Attorneys’ Fees and Costs, Class Representatives’ Compensation, and other approved expenses of the litigation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court. In addition to the monetary component of the Settlement, the Settling Parties to the Settlement have agreed to certain additional terms: (1) During within thirty (30) calendar days after the end of the first eighteen months (18) following the final approval and second years of the SettlementSettlement Period, Defendant has agreed that and within thirty (30) calendar days after the Plan’s fiduciaries will conduct a Request for Proposal (“RFP”) process for recordkeeping services to the Plan; (2) Within the first year following final approval conclusion of the SettlementSettlement Period, Defendant has agreed to publish a communication to then current Plan participants explaining the risks and benefits of the Plan’s money market fund investment option; (3) Defendant also Vanderbilt Defendants will use an independent consultant familiar with fixed income investment options in defined contribution plans who will review the investment lineup and make recommendations to the Plan’s fiduciaries regarding whether to retain the money market fund and whether to add a stable value or comparable fund; (4) In addition, during the three- year Settlement period, Defendant has agreed to provide Class Counsel a list of the Plan’s investment options and feesthe fees for those investment options, as well as a copy of the Investment Policy Statement for the Plan; (2) no later than January 31, 2020, Vanderbilt University will communicate by email with currently employed Plan participants identifying current investment options in the Plan, providing a link to a disclosure of the fees and performance of the frozen annuity accounts and the current investment options, and providing contact information for the individual or entity that can facilitate a fund transfer; the form of this communication shall be approved by Class Counsel; (3) on or before April 1, 2022, the Plan’s fiduciaries shall conduct a request for proposals (“RFP”) for recordkeeping and administrative services for the Plan to at least three qualified service providers; the RFP shall request that any proposal for basic recordkeeping services express fees on a per-participant basis; (4) after conducting the RFP, the Plan fiduciaries may decide to retain the current recordkeeper or retain a new recordkeeper; the Plan’s fiduciaries shall contractually prohibit the recordkeeper from using information about Plan participants acquired in the course of providing recordkeeping services to the Plan to market or sell products or services unrelated to the Plan to Plan participants unless a request for such products or services is initiated by a Plan participant; (5) In considering within thirty (30) days of the decision to retain or select a new recordkeeper, Vanderbilt University shall provide to Class Counsel the best and final bid amounts that were submitted in response to the RFP and a copy of the agreed-upon contract for recordkeeping services; (6) throughout the Settlement Period, the Plan’s fiduciaries shall, when evaluating Plan investment options options, consider the cost of different share classes available for the Plan’s current investment options, among other factors; (7) Vanderbilt University shall inform Fidelity, the Plan’s current recordkeeper, that when communicating with current Plan participants, Fidelity must refrain from using information about Plan participants acquired in the course of providing recordkeeping services to the Plan to market or sell products or services unrelated to the Plan unless a request for such products or services is initiated by a Plan participant; (8) during the Settlement Period, Vanderbilt shall continue its engagement with AonHewitt to provide ongoing investment monitoring services for the Plan, Defendant has agreed that or shall engage another investment consultant to provide a comparable or greater level of information and services; in considering Plan investment options, the Plan’s fiduciaries will consider: (a) the lowest-cost share class available for any particular mutual fund considered for inclusion in the Plan as well as other criteria applicable to different share classes; (b) the availability of revenue sharing rebates on any share class available for any particular mutual fund considered for inclusion in the Plan; and (c) the availability of collective trusts, to the extent such investments are permissible and are otherwise identical to a particular mutual fund considered for inclusion in the Planshall consider information provided by investment consultant(s).

The Settlement. The Settlement was reached on May 11November 30, 2018. Class Counsel filed this action on May 10September 4, 20182015. Over two years prior to Since the filing of this actionaction and for a period of almost three years, Class Counsel and Defendant’s Counsel conducted an adversarial informal discovery process. Class Counsel reviewed and analyzed thousands of pages of documents provided by Defendant and also reviewed many other documents, including U.S. Department of Labor Forms 5500 and other publicly available documentsthe parties engaged in substantial litigation. The Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other 401(k) plans. The parties also engage in substantial settlement discussions without a mediator. Only after six months of extensive arm’s length negotiation following the mediation were the parties able to agree to the terms of the Settlement. As part of the Settlement, a Qualified Settlement Fund or Gross Settlement Amount of $17,000,000 24,000,000 will be established to resolve the Class Action. The Net Settlement Amount is $17,000,000 24,000,000 minus any Administrative Expenses, taxes, tax expenses, Court-approved Attorneys’ Fees and Costs, Class Representatives’ Compensation, and other approved expenses of the litigation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court. In addition to the monetary component of the Settlement, the Parties to the Settlement have agreed to certain additional terms: (1) During the first eighteen months (18) following the final approval of the Settlement, Defendant has agreed that the Plan’s Plan fiduciaries will engage a consulting firm to conduct a Request for Proposal (“RFP”) process for recordkeeping investment consulting firms that are unaffiliated with BB&T and engage an Investment Consultant to independent consulting services to the Plan; (2) Within the first year following final approval of the Settlement, Defendant has agreed to publish a communication to then current Plan participants explaining the risks and benefits of the Plan’s money market fund investment option; (3) Defendant also Investment Consultant will use an independent consultant familiar with fixed income investment options in defined contribution plans who will review the investment lineup and make recommendations to the Plan’s fiduciaries regarding whether to retain the money market fund and whether to add a stable value or comparable fund; (4) In addition, during the three- year Settlement period, Defendant has agreed to provide Class Counsel a list of evaluate the Plan’s investment options and fees; and (5) In considering investment options for the Plan, Defendant has agreed that the Plan’s fiduciaries will consider: (a) the lowest-cost share class available for any particular mutual fund considered for inclusion in provide the Plan as well as other criteria applicable to different share classes; (b) fiduciaries an evaluation of the availability of revenue sharing rebates on any share class available for any particular mutual fund considered for inclusion options in the Plan; and (c3) within two years after the availability entery of collective truststhe Final Order, Plan fiduciaries will participate in a training session regarding ERISA’s fiduciary duties; 4) during the two year period following entry of the Final Order. BB&T will rebate to the extent such investments are permissible and are otherwise identical to a particular Plan participants any 12b-1 fees, sub-ta fees, or other monetary compensation that any mutual fund considered for inclusion in company pays or extends to the Plan’s recordkeeper based on the Plan’s investments; and 5) if during a two-year time period following the entry of the Final Order, BB&T were to decide to charge Plan participants a periodic fee for recordkeeping services, the Plan fiduciaries will conduct a request for proposal for the provision of recordkeeping and administrative services.

The Settlement. The Settlement was reached on May 11November 30, 2018. Class Counsel filed this action on May 10September 4, 20182015. Over two years prior to Since the filing of this actionaction and for a period of almost three years, Class Counsel and Defendant’s Counsel conducted an adversarial informal discovery process. Class Counsel reviewed and analyzed thousands of pages of documents provided by Defendant and also reviewed many other documents, including U.S. Department of Labor Forms 5500 and other publicly available documentsthe parties engaged in substantial litigation. The Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other 401(k) plans. The parties also engage in substantial settlement discussions without a mediator. Only after six months of extensive arm’s length negotiation following the mediation were the parties able to agree to the terms of the Settlement. As part of the Settlement, a Qualified Settlement Fund or Gross Settlement Amount of $17,000,000 24,000,000 will be established to resolve the Class Action. The Net Settlement Amount is $17,000,000 24,000,000 minus any Administrative Expenses, taxes, tax expenses, Court-approved Attorneys’ Fees and Costs, Class Representatives’ Compensation, and other approved expenses of the litigation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court. In addition to the monetary component of the Settlement, the Parties to the Settlement have agreed to certain additional terms: (1) During the first eighteen months (18) following the final approval of the Settlement, Defendant has agreed that the Plan’s Plan fiduciaries will engage a consulting firm to conduct a Request for Proposal (“RFP”) process for recordkeeping investment consulting firms that are unaffiliated with BB&T and engage an Investment Consultant to independent consulting services to the Plan; (2) Within the first year following final approval of the Settlement, Defendant has agreed to publish a communication to then current Plan participants explaining the risks and benefits of the Plan’s money market fund investment option; (3) Defendant also Investment Consultant will use an independent consultant familiar with fixed income investment options in defined contribution plans who will review the investment lineup and make recommendations to the Plan’s fiduciaries regarding whether to retain the money market fund and whether to add a stable value or comparable fund; (4) In addition, during the three- year Settlement period, Defendant has agreed to provide Class Counsel a list of evaluate the Plan’s investment options and fees; and (5) In considering investment options for the Plan, Defendant has agreed that the Plan’s fiduciaries will consider: (a) the lowest-cost share class available for any particular mutual fund considered for inclusion in provide the Plan as well as other criteria applicable to different share classes; (b) fiduciaries an evaluation of the availability of revenue sharing rebates on any share class available for any particular mutual fund considered for inclusion options in the Plan; and (c3) within two years after the availability entering of collective truststhe Final Order, Plan fiduciaries will participate in a training session regarding ERISA’s fiduciary duties; 4) during the two year period following entry of the Final Order, BB&T will rebate to the extent such investments are permissible and are otherwise identical to a particular Plan participants any 12b-1 fees, sub-ta fees, or other monetary compensation that any mutual fund considered for inclusion in company pays or extends to the Plan’s recordkeeper based on the Plan’s investments; and 5) if during a two-year time period following the entry of the Final Order BB&T decides to charge Plan participants a periodic fee for recordkeeping services, the Plan fiduciaries will conduct a request for proposal for the provision of recordkeeping and administrative services.