403(b) PLAN LITIGATION UPDATE

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1 2018 Morgan, Lewis & Bockius LLP 403(b) PLAN LITIGATION UPDATE June 12, 2018

2 Overview of Pending 403(b) Plan Litigation Universities Sued to Date and Status 1. Columbia (MTD mostly denied) 2. Duke (MTD mostly denied) 3. Emory (MTD mostly denied) 4. NYU (Trial Complete) 5. Princeton (MTD mostly denied) 6. U. of Chicago (settlement pending) 7. Johns Hopkins (MTD mostly denied) 8. Cornell (MTD mostly denied) 9. Vanderbilt (MTD mostly denied) 10. MIT* (MTD mostly denied) More plaintiffs firms moving in... Schlichter, Bogard & Denton (handling over a dozen 403(b) cases) Schneider Wallace + Berger & Montague (several cases) Sanford Heisler (one case) Carlson Lynch Sweet Kipela & Carpenter (one case) 11. Brown (MTD pending) 12. Northwestern (MTD granted) 13. USC (arbitration request pending) 14. Wash. U. (MTD mostly denied) 15. Yale (MTD mostly denied) 16. Univ. of Penn. (MTD granted) 17. Georgetown (MTD pending) 18. George Washington (complaint filed) 19. Univ. of Rochester (complaint filed) 2

3 Review of the Claims and Theories Asserted Excessive Investment Management Fees Failing to offer lowest-cost share class of available for mutual funds Failing to consolidate options and obtain lower-cost share classes (i.e., too many choices) Unnecessary fee layers in annuity products Excessive Recordkeeping Fees Multiple recordkeepers Asset-based fees paid through uncapped revenue sharing, rather than per-capita fees Bundled Products and Services TIAA-CREF products tied to Guaranteed Annuity product (CREF Stock Account; Money Market Account) TIAA-CREF products tied to TIAA recordkeeping services Underperforming Investment Options CREF Stock TIAA Real Estate Account 3

4 Latest Developments Two courts have granted motions to dismiss in their entirety Sweda v. Univ. of Penn (E.D. Pa. Sept. 21, 2017), appeal pending, Third Circuit Divane v. Northwestern (N.D. Ill. May 25, 2018), appeal forthcoming, Seventh Circuit Dismissal themes Been there, done that (prior circuit precedent) Fiduciaries must balance competing factors and be afforded discretion The perfect should not be the enemy of the good Participant choice; ERISA does not require paternalism Amici Curiae weighing in... American Benefits Council Chamber of Commerce American Council on Education 4

5 Latest Developments (cont.) Bench Trial in Sacerdote v. NYU, decision expected in July... Judge Forrest, SDNY Plaintiffs represented by Schlichter, Bogard & Denton Trial held over two-week period in April, summations in early May Limits of fiduciary control over annuity contracts entered into by participants Fiduciary process v. plan outcomes Pending settlement in Daugherty v. Univ. of Chicago (N.D. Ill.) $6.5 million + non-monetary affirmative relief Plan has 42,000 participants and $3.8 billion in assets; 2 recordkeepers (TIAA and Vanguard); 87 Vanguard options; 35 TIAA options Plaintiffs represented by Schneider Wallace + Berger Montague Court preliminarily approved settlement on May 22,

6 Our Global Reach Our Locations Africa Asia Pacific Europe Latin America Middle East North America Almaty Astana Beijing* Boston Brussels Century City Chicago Dallas Dubai Frankfurt Hartford Hong Kong* Houston London Los Angeles Miami Moscow New York Orange County Paris Philadelphia Pittsburgh Princeton San Francisco Shanghai* Silicon Valley Singapore Tokyo Washington, DC Wilmington *Our Beijing and Shanghai offices operate as representative offices of Morgan, Lewis & Bockius LLP. In Hong Kong, Morgan Lewis operates through Morgan, Lewis & Bockius, which is a separate Hong Kong general partnership registered with The Law Society of Hong Kong as a registered foreign law firm operating in Association with Luk & Partners.

7 THANK YOU 2018 Morgan, Lewis & Bockius LLP 2018 Morgan Lewis Stamford LLC 2018 Morgan, Lewis & Bockius UK LLP Morgan, Lewis & Bockius UK LLP is a limited liability partnership registered in England and Wales under number OC and is a law firm authorised and regulated by the Solicitors Regulation Authority. The SRA authorisation number is Our Beijing and Shanghai offices operate as representative offices of Morgan, Lewis & Bockius LLP. In Hong Kong, Morgan Lewis operates through Morgan, Lewis & Bockius, which is a separate Hong Kong general partnership registered with The Law Society of Hong Kong as a registered foreign law firm operating in Association with Luk & Partners. This material is provided for your convenience and does not constitute legal advice or create an attorney-client relationship. Prior results do not guarantee similar outcomes. Attorney Advertising. 7

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