Common use of The Settlement Clause in Contracts

The Settlement. The Settlement was reached on January 16, 2019. Class Counsel filed the Xxxxx case on August 10, 2016 and the Xxxxx case on August 20, 2018. Since the filing of the 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 effort to review and analyze those documents to support their underlying claims. Class Counsel took over 15 depositions of fact and expert witnesses, and also retained experts intimately familiar with the retirement plan industry and prudent practices of fiduciaries for defined contribution plans to provide their opinions based on the record and their experience. The Settling Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other retirement plans. The Settling Parties also engaged in substantial settlement discussions without a mediator. Only after months of extensive arm’s length negotiation following the mediation were the 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 $10,650,000 will be established to resolve the Class Actions. The Net Settlement Amount is $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 have agreed to certain additional terms: (1) within 30 calendar days after the end of the first and second year of the Settlement Period, Duke will provide to 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 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, the Plan’s fiduciaries 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 cost of different share 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 investment option considered for inclusion in the Plan; (c) other factors that the Plan fiduciaries deem appropriate under the circumstances; and (5) during the Settlement Period, 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 January 16, 2019. Class Counsel filed the Xxxxx case on August 10, 2016 and the Xxxxx case on August 20, 2018. Since the filing of the 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 effort to review and analyze those documents to support their underlying claims. Class Counsel took over 15 depositions of fact and expert witnesses, and also retained experts intimately familiar with the retirement plan industry and prudent practices of fiduciaries for defined contribution plans to provide their opinions based on the record and their experience. The Settling Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other retirement plans. The Settling Parties also engaged in substantial settlement discussions without a mediator. Only after months of extensive arm’s length negotiation following the mediation were the 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 $10,650,000 will be established to resolve the Class Actions. The Net Settlement Amount is $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 have agreed to certain additional terms: (1) within 30 calendar days after the end of the first and second year of the Settlement Period, Duke will provide to 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 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, the Plan’s fiduciaries 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 cost of different share 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 investment option considered for inclusion in the Plan; (c) other factors that the Plan fiduciaries deem appropriate under the circumstances; and (5) during the Settlement Period, 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 January 16May 11, 20192018. Class Counsel filed the Xxxxx case this action on August May 10, 2016 and the Xxxxx case on August 20, 2018. Since Over two years prior to the filing of the Xxxxx case this action, Class Counsel and for a period Defendant’s Counsel conducted an adversarial informal discovery process. Class Counsel reviewed and analyzed thousands 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 effort to review and analyze those documents to support their underlying claims. Class Counsel took over 15 depositions of fact and expert witnesses, provided by Defendant and also retained experts intimately familiar with the retirement plan industry reviewed many other documents, including U.S. Department of Labor Forms 5500 and prudent practices of fiduciaries for defined contribution plans to provide their opinions based on the record and their experienceother publicly available documents. The Settling Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other retirement 401(k) 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 Settling Parties parties able to agree to the terms of the Settlement. As part of the Settlement, a Qualified Settlement Fund or Gross Settlement Amount of $10,650,000 17,000,000 will be established to resolve the Class ActionsAction. The Net Settlement Amount is $10,650,000 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 Settling Parties to the Settlement have agreed to certain additional terms: (1) within 30 calendar days after During the end 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 and second 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 Periodperiod, Duke will Defendant has agreed to provide to Class Counsel a list of the Plan’s investment options and fees, ; and a copy of (5) In considering investment options for 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 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 Defendant has agreed 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, the Plan’s fiduciaries 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 will consider, among other factors: (a) the lowest-cost of different share classes class 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 investment option particular mutual fund considered for inclusion in the Plan; and (c) other factors that the Plan fiduciaries deem appropriate under availability of collective trusts, to the circumstances; extent such investments are permissible and (5) during the Settlement Period, Duke shall not cause Plan assets or assets held are otherwise identical to a particular mutual fund considered for inclusion 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 January 16November 30, 20192018. Class Counsel filed the Xxxxx case this action on August 10September 4, 2016 and the Xxxxx case on August 20, 20182015. Since the filing of the Xxxxx case this action 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 effort to review and analyze those documents to support their underlying claims. Class Counsel took over 15 depositions of fact and expert witnesses, and also retained experts intimately familiar with the retirement plan industry and prudent practices of fiduciaries for defined contribution plans to provide their opinions based on the record and their experience. The Settling Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other retirement 401(k) plans. The Settling Parties parties also engaged engage in substantial settlement discussions without a mediator. Only after months of extensive arm’s length negotiation following the mediation were the Settling Parties parties able to agree to the terms of the Settlement. As part of the Settlement, a Qualified Settlement Fund or Gross Settlement Amount of $10,650,000 24,000,000 will be established to resolve the Class ActionsAction. The Net Settlement Amount is $10,650,000 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 Settling Parties to the Settlement have agreed to certain additional terms: (1) within 30 calendar days after the end of Plan fiduciaries will engage a consulting firm to conduct a Request for Proposal for investment consulting firms that are unaffiliated with BB&T and engage an Investment Consultant to independent consulting services to the first and second year of Plan; 2) the Settlement Period, Duke Investment Consultant will provide to Class Counsel a list of evaluate the Plan’s investment options and fees, and a copy provide the Plan fiduciaries an evaluation 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 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 within two years after the third year entering of the Settlement PeriodFinal Order, the Plan’s fiduciaries 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 Planwill participate in a training session regarding ERISA’s fiduciary duties; (4) during the Settlement Periodtwo year period following entry of the Final Order, in considering BB&T will rebate to the Plan investment optionsparticipants any 12b-1 fees, sub-ta fees, or other monetary compensation that any mutual fund company pays or extends to the Plan’s fiduciaries shall consider, among other factors: (a) recordkeeper based on the cost of different share classes available for any particular mutual fund considered for inclusion in the Plan as well as other criteria applicable to different share classesPlan’s investments; and (b5) if during a two-year time period following the availability entry of revenue sharing rebates on any share class available the Final Order BB&T decides to charge Plan participants a periodic fee for any investment option considered for inclusion in the Plan; (c) other factors that recordkeeping services, the Plan fiduciaries deem appropriate under will conduct a request for proposal for the circumstances; provision of recordkeeping and (5) during the Settlement Period, 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 employeesadministrative services.

The Settlement. The Settlement was reached on January 16April 22, 2019. Class Counsel filed the Xxxxx case on August 10, 2016 and the Xxxxx case on August 20, 20182016. Since the filing of the Xxxxx case and for a period of almost three years, the parties engaged in substantial litigation. During the course of the litigation, over 760,000 135,000 pages of documents were produced, which required Class Counsel to devote substantial time and effort to review and analyze those documents to support their underlying claims. Class Counsel took over 15 eight depositions of fact and expert witnesses, and also retained experts intimately familiar with the retirement plan industry and prudent practices of fiduciaries for defined contribution plans to provide their opinions based on the record and their experience. The Settling Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other retirement plans. The Settling Parties also engaged in substantial settlement discussions without a mediator. Only after months of extensive arm’s 's length negotiation following the mediation were the 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 $10,650,000 14,500,000 will be established to resolve the Class ActionsLitigation. The Net Settlement Amount is $10,650,000 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 have agreed to certain additional terms: (1) within 30 thirty (30) calendar days after the end of the first and second year years of the Settlement Period, Duke and within thirty (30) calendar days after the conclusion of the Settlement Period, the Vanderbilt Defendants will provide to Class Counsel a list of the Plan’s 's investment options and feesthe fees for those investment options, and as well as a copy of the Plan’s Investment Policy Statement (if any)for the Plan; (2) no later than January 131, 2020, Duke shall communicate, in writing, Vanderbilt University will communicate by email with current currently employed Plan participants and inform them of the identifying current investment options available in the new lineupPlan, including the annuity option, and provide providing a link to a webpage containing disclosure of the fees and performance information for of the new investment options frozen annuity accounts and the current investment options, and providing 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 transfer; the Planform of this communication shall be approved by Class Counsel; (3) during on or before April 1, 2022, the third year 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) 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 's fiduciaries shall, when evaluating Plan investment options, consider the cost of different share classes available for the Plan's current investment options, among other factors; (7) Vanderbilt University shall retain an independent consultant 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 provide a recommendation regarding whether the Plan fiduciaries should issue Requests for Proposals for recordkeeping and administrative to market or sell products or services provided unrelated to the PlanPlan unless a request for such products or services is initiated by a Plan participant; (4) 8) during the Settlement Period, Vanderbilt shall continue its engagement with AonHewitt to provide ongoing investment monitoring services for the Plan, 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 shall consider, among other factors: (a) the cost of different share 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 consider information provided by investment option considered for inclusion in the Plan; (c) other factors that the Plan fiduciaries deem appropriate under the circumstances; and (5) during the Settlement Period, 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 employeesconsultant(s).