The Court caused this Settlement Notice to be sent to you because our records indicate that you may be a Class Member. If you fall within the definition of the Class, you have a right to know about the Settlement and about all of the options available to you before the Court decides whether to give its final approval to the Settlement. If the Court approves the Settlement, and after any objections and appeals are resolved, the Net Settlement Amount will be allocated among Class Members according to a Court-approved Plan of Allocation.

In the Class Action, the Named Plaintiffs claim that Defendants failed to prudently manage the Plan’s investment lineup in the best interest of participants and beneficiaries, and gave an improper preference to investment options affiliated with the Plan’s sponsor, Allianz.

The Defendants deny all claims and assert that they have always acted prudently and in the best interests of participants and beneficiaries.

The Court has not reached a final decision as to the claims. Instead, the Named Plaintiffs and Allianz have agreed to the Settlement. The Settlement is the product of negotiations between the Named Plaintiffs and their counsel, and Allianz, and their counsel. The parties have taken into account the uncertainty and risks of litigation and have concluded that it is desirable to settle on the terms and conditions set forth in the Settlement Agreement. The Named Plaintiffs and Class Counsel believe that the Settlement is best for all Class Members. Nothing in the Settlement Agreement is an admission or concession on Defendants’ part of any fault or liability whatsoever, but has been entered into to avoid the uncertainty, expense, and burden of additional litigation.

Under the Settlement, Allianz will pay $7,500,000 into a Qualified Settlement Fund to resolve the claims of the Class. The Net Settlement Amount (after deduction of any Court-approved Attorneys’ Fees, Costs, Administrative Expenses, or Named Plaintiffs’ Compensation) will be allocated to Class Members according to a Plan of Allocation to be approved by the Court (as explained further on pages 5 and 6 below). Allocations to Current Participants who are entitled to a distribution under the Plan of Allocation will be made into their existing accounts in the Plan. Former Participants who are entitled to a distribution may receive their distribution as a check or, if available and they elect, as a rollover to a qualified retirement account.

AAM agrees that the Plan will be operated with certain additional procedures as specified below for a period of no less than three (3) years from the Settlement Effective Date. During this period the Plan will retain the services of an unaffiliated investment consultant to provide: (1) an evaluation as to the suitability of the Plan’s investment structure, including the number of investments, asset classes, and investment styles (passive vs. active) offered; (2) an annual evaluation of each of the Plan’s investments, including each investment’s fees and performance compared to a suitable peer group and specific, unaffiliated options in the same asset class; and (3) an evaluation of the suitability of replacing the Plan’s current capital preservation option with a Stable Value Fund.

All Class Members and anyone claiming through them will fully release the Plan as well as Defendants and the Released Parties from Released Claims. The Released Parties include Defendants’ past, present, and future parent corporation(s), and their past, present, and future affiliates, subsidiaries, divisions, joint ventures, predecessors, successors, successors-in-interest, and assigns. The Released Claims include all claims that are or could be based on any of the allegations, acts, omissions, purported conflicts, representations, misrepresentations, facts, events, matters, transactions or occurrences that were or could have been asserted in the Action. They also include all claims that that arise out of, or are related to, the same nucleus of facts alleged in the Action. The Released Claims additionally include those that relate to the direction to calculate, the calculation of, and/or the method or manner of allocation of the Net Settlement Fund pursuant to the Plan of Allocation and/or that relate to the approval by the Independent Fiduciary of the Settlement Agreement, unless brought against the Independent Fiduciary alone.

This is only a summary of the Released Parties and Released Claims, and is not a binding description of either. The governing releases are found within the Settlement Agreement. Generally, the release means that Class Members will not have the right to sue the Plan, the Defendants, or related parties for conduct during the Class Period arising out of or relating to the allegations in the lawsuit. The entire Settlement Agreement is available here.

The amount, if any, that will be allocated to you will be based upon records maintained by the Plan’s recordkeeper. Calculations regarding the individual distributions will be performed by the Settlement Administrator, whose determinations will be final and binding, pursuant to the Court-approved Plan of Allocation.

To receive a distribution from the Net Settlement Amount, you must either be a (1) Current Participant, or (2) a Former Participant, or (3) a Beneficiary or Alternate Payee of persons identified in (1) or (2).

The Net Settlement Amount will be divided among eligible Class Members pro rata based on each eligible Class Member’s average quarterly Plan account balance during the Class Period. There are approximately 5,100 Class Members. Note that if you are an Alternate Payee pursuant to a Qualified Domestic Relations Order, your portion of the Settlement will be distributed pursuant to the terms of that order.

The Net Settlement Amount will also depend on the amount of any Attorneys’ Fees, Costs, Administrative Expenses, and Named Plaintiffs’’ Compensation that are awarded by the Court, as these will be paid out of the gross settlement amount of $7,500,000. Class Counsel will file a motion for an award of Attorneys’ Fees, Costs, Administrative Expenses, and Named Plaintiffs’ Compensation at least 30 days prior to the objection deadline. This motion will be considered at the Fairness Hearing. Class Counsel will limit their application for Attorneys’ Fees to not more than 25% of the Gross Settlement Amount. Class Counsel also will seek to recover all actual and anticipated litigation costs and administrative expenses associated with the Settlement. In addition, Class Counsel will seek compensation for the Named Plaintiffs of no more than $7,500 each. The Court will determine the amount of fees, costs, administrative expenses, and Named Plaintiffs’ compensation that will be awarded, if any. All papers filed in this action, including Class Counsel’s motion for Attorneys’ Fees, Costs, Administrative Expenses, and Named Plaintiffs’ Compensation, will be available for review via the Public Access to Court Electronic Records System (PACER), available online at http://www.pacer.gov.

Whether you need to submit a claim form to receive your distribution depends on whether you are considered a “Current Participant” or a “Former Participant.”

If you are a Current Participant, you do not need to do anything to receive your share of the Settlement.

If you are a Former Participant, elect to receive your distribution by check or rollover. If you elect a rollover, you must mail a Former Participant Claim Form postmarked on or before March 1, 2024. If you do not mail the Former Participant Claim Form by the above deadline, you will receive your distribution via check.

You may contact the Settlement Administrator to confirm or update your mailing address.

The timing of the distribution of the Net Settlement Amount is conditioned on several matters, including the Court’s final approval of the Settlement and any approval becoming final and no longer subject to any appeals in any court. An appeal of the final approval order may take several years. If the Settlement is approved by the Court, and there are no appeals, the Settlement distribution will occur within 120 days of the Court’s Final Approval Order.

There will be no payments under the Settlement if the Settlement Agreement is terminated.

No. The Class has been certified under Federal Rule of Civil Procedure 23(b)(1). Therefore, as a Class Member, you are bound by the Settlement (if it receives final Court approval) and any judgments or orders that are entered in the Class Action. If you wish to object to any part of the Settlement, you may write to counsel about why you object to the Settlement, as discussed below.

The Court has appointed Paul Lukas, Brock Specht, and Ben Bauer at the law firm Nichols Kaster, PLLP in Minneapolis, Minnesota, and Richard Kellner at Kellner Law Group PC in Beverly Hills, California, as Class Counsel in the Class Action. If you want to be represented by your own lawyer, you may hire one at your own expense.

Class Counsel will file a motion for an award of Attorneys’ Fees, Costs, Administrative Expenses, and Named Plaintiffs’ Compensation at least 30 days prior to the objection deadline. This motion will be considered at the Fairness Hearing. Class Counsel will limit their application for Attorneys’ Fees to not more than 25% of the Qualified Settlement Fund. Class Counsel also will seek to recover all actual and anticipated litigation costs and administrative expenses associated with the Settlement. In addition, Class Counsel will seek compensation for the Named Plaintiffs of no more than $7,500 each. The Court will determine the amount of fees, costs, Administrative Expenses, and Named Plaintiffs’’ compensation that will be awarded, if any. All papers filed in this action, including Class Counsel’s motion for Attorneys’ Fees, Costs, Administrative Expenses, and Named Plaintiffs’ Compensation, will be available for review via the Public Access to Court Electronic Records System (PACER), available online at http://www.pacer.gov.

If you are a Class Member, you can object to the Settlement by mailing a written objection to Class Counsel and to Defendants’ counsel at the addresses below. Class Counsel will then file your objection with the court in connection with their motion for final approval. In that filing, Class Counsel will also respond to your objection. Your written objection must be mailed to Class Counsel and Allianz’s counsel no later than February 12, 2024 to be considered:

CLASS COUNSEL
NICHOLS KASTER, PLLP
Attn: Allianz Retirement Plan Settlement
4700 IDS Center
80 South 8th Street
Minneapolis, MN 55402

DEFENSE COUNSEL

Groom Law Group, Chartered
Will Delany
David Levine
Hannah Stephens
1701 Pennsylvania Ave., N.W. Suite 1200
Washington, DC 20006

The Court will hold a Fairness Hearing at 1:30 p.m. on March 11, 2024, at the U.S. District Court for the Central District of California, Ronald Reagan Federal Building and United States Courthouse, 411 W. Fourth St., Santa Ana, CA 92701, in Courtroom 9B. At the Fairness Hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. The Court also will consider the motion for Attorneys’ Fees, Costs, Administrative Expenses, and Named Plaintiffs’ Compensation. If there are objections, the Court will consider them then.

No, but you are welcome to come at your own expense. You may also make an appearance through an attorney. If you send an objection, you do not have to come to the Court to talk about it. As long as you mailed your written objection on time, the Court will consider it.

Yes. You do not need to submit a notice of your intention to appear in order to speak at the hearing, but you must comply with the requirements for making an objection (set forth above) if you wish to object.

If you are a “Current Participant” as defined above, and you do nothing, you will receive your pro rata share of the Net Settlement Amount, if the Settlement is finally approved. If you are a “Former Participant” as defined above, and you do nothing, you will receive your pro rata share of the Net Settlement Amount via check, if the Settlement is finally approved.