Plaintiffs filed a class action complaint against New York Life and the other Defendants on behalf of a class of participants in the Plans alleging that Defendants breached their fiduciary duties and engaged in prohibited transactions under ERISA by including the Disputed Investments in the Plans, by making the Fixed Dollar Account the Plans’ default investment, and by failing to adequately monitor the fees and performance of those funds. A more complete description of what Plaintiffs alleged is in the Second Amended Complaint.

New York Life and the other Defendants deny Plaintiffs’ claims of wrongdoing or liability, and assert that they have always acted prudently and in the best interests of the Plans’ participants and beneficiaries when taking actions as fiduciaries of the Plans. New York Life also believes that the Plans provide a very generous benefit. The Defendants are settling the lawsuit solely to avoid the expense, inconvenience, and inherent risk and disruption of litigation.

The Court has not decided in favor of either side in the case. Instead, both sides agreed to a settlement. That way, both sides avoided the cost and risk of a trial, and the affected Class Members will get benefits that they would not have received if Plaintiffs had litigated the case and lost. The Plaintiffs and their attorneys think the Settlement is in the best interests of the Class.

Gross Settlement Amount. New York Life has agreed to pay $19,000,000.00 to settle the lawsuit. That amount, less amounts for expenses associated with administering the Settlement, the Independent Fiduciary who will review the Settlement on behalf of the Plans, taxes, tax expenses, as well as attorneys’ fees, litigation expenses, and service awards to Plaintiffs (the latter three categories of which must be approved by the Court), is the “Net Settlement Amount” that will be paid to the Class. The Net Settlement Amount will be allocated to Class Members in accordance with a Plan of Allocation that is based on their Plan account balances invested in one or more of the Disputed Investments during the Class Period.

Plan of Allocation. Payments to each Class Member will be calculated by the Settlement Administrator as follows, based on information provided by the Plans’ Recordkeeper:

1. For each Class Member, the Settlement Administrator shall determine a Settlement Allocation Score. A Class Member’s Settlement Allocation Score shall be the sum of his or her Fund Allocation Scores for each of the Disputed Investments, determined as follows and as stated in further detail in the Settlement Agreement:
   • MainStay U.S. Epoch All Cap Fund: (average personal month-end balance in the fund from March 2015 to December 2020), divided by (average aggregate month-end balance in the fund from March 2015 to December 2020 for all Class Members), multiplied by (54,989,635)
   • MainStay U.S. Epoch Small Cap Fund: (average personal month-end balance in the fund from March 2015 to February 2019), divided by (average aggregate month-end balance in the fund from March 2015 to February 2019 for all Class Members), multiplied by (9,568,683)
   • MainStay Retirement Funds: (average personal month-end balance in all such funds from March 2015 to February 2019), divided by (average aggregate month-end balance in all such funds from March 2015 to February 2019 for all Class Members), multiplied by (3,490,229)
   • MainStay Income Builder Fund: (average personal month-end balance in the fund from March 2015 to November 2022), divided by (average aggregate month-end balance in the fund from March 2015 to November 2022 for all Class Members), multiplied by (4,647,776)
   • Fixed Dollar Account (FDA): (average personal month-end balance in the FDA from March 2015 to December 2023), divided by (average aggregate month-end balance in the FDA from March 2015 to December 2023 for all Class Members), multiplied by (8,265,491). For any Class Member identified as enrolled in the FDA by default during the Class Period based on the methodology set forth in the Settlement Agreement, their Fund Allocation Score for the FDA shall be further multiplied by 1.5.
2. The Settlement Administrator shall determine the total settlement payment available to each Class Member by calculating each such Class Member’s pro rata share of the Net Settlement Fund based on his or her Settlement Allocation Score compared to the sum of the Settlement Allocation Scores for all Class Members. If the dollar amount of the settlement payment to a Class Member is calculated by the Settlement Administrator to be less than $2.00, then that Class Member’s payment or pro rata share shall be zero for all purposes, and shall be reallocated among the remaining Class Members on a pro rata basis.

Release. In exchange for the monetary relief provided above, all Class Members will release and forever discharge New York Life and the other Released Defendant Parties from Plaintiffs’ Released Claims.

The Released Defendant Parties include, but are not limited to, the Plans, each Defendant, each of the Committees, each member of the Committees and Boards during the Class Period, and each of their present, former, or future affiliates, agencies, agents, assigns, associates, directors, employees, officers, parents, partners, representatives, subsidiaries, predecessors and successors, and all respective heirs, executors, administrators, agents, attorneys, personal representatives, predecessors, successors, stockholders, partners, subrogees, officers, directors, associates, controlling persons, employees, attorneys, and insurers.

Plaintiffs’ Released Claims include, but are not limited to, all claims that arise out of, relate to, are based on, or have any connection with any of the allegations, acts, omissions, purported conflicts, representations, misrepresentations, facts, events, matters, transactions or occurrences that were asserted in the Action or could have been asserted in the Action based on the same factual predicate. The Plaintiffs’ Released Claims also include those that would be barred by the legal doctrine of res judicata; that relate to the direction to calculate, the calculation of, and/or the method or manner of the allocation of the Net Settlement Amount pursuant to the Plan of Allocation; or that relate to the approval by the Independent Fiduciary of the Settlement Agreement, unless brought against the Independent Fiduciary alone.

Class Members do not have to submit claim forms in order to receive settlement benefits. If you are a Class Member and are currently a Plan participant, your payment will be deposited into your Plan account in accordance with your investment elections for new contributions. If you do not have such an election on file, or are not eligible to make new contributions, your payment will be invested in the Plan’s default investment.

If you are a beneficiary entitled to receive payment on behalf of a current Plan participant, you will receive your payment under the Settlement directly in the form of a check. If you are an alternate payee entitled to receive payment on behalf of a current Plan participant pursuant to a Qualified Domestic Relations Order (an “Alternate Payee”), you will receive your payment under the Settlement pursuant to the terms of your Qualified Domestic Relations Order.

If you are a Class Member who formerly participated in the Plan but no longer do so (or you are a beneficiary or an Alternate Payee of such a Class Member), then you will receive a payment under the Settlement directly in the form of a check, unless you elect to receive a rollover to a qualified retirement account. If you would prefer to receive your settlement payment through a rollover to a qualified retirement account, you must complete, sign, and mail the Former Participant Rollover Form by July 8, 2024.

Payments to Class Members will be distributed approximately fifty (50) days after the Effective Date of the Settlement, if the Settlement is finally approved by the Court. These payments may have certain tax consequences; you should consult your tax advisor.

The final hearing to consider the fairness of the Settlement is scheduled for July 18, 2024. If the Settlement is not approved by the Court, the Settlement will not become effective.

No. If the Court approves the Settlement, you will be bound by it (including the release) and will receive whatever benefits you are entitled to under its terms. You cannot exclude yourself from the Settlement (i.e., opt-out), but you may notify the Court of any objection you may have to the Settlement. (See Question No. 16 in the Class Notice.) If the Court approves the Settlement, it will certify the Class under Federal Rule of Civil Procedure 23(b)(1), which does not permit Class Members to opt out of the Class.