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Case 1:16-cv-02835-GLR Document 84-2 Filed 08/06/19 Page 1 of 78CLASS ACTION SETTLEMENT AGREEMENTThis Class Action Settlement Agreement (“Settlement Agreement”) is entered intobetween and among the Class Representatives, all Class Members, and the Defendant.1.Article 1 – Recitals1.1On August 11, 2016, Plaintiffs Margaret E. Kelly, Katrina Allen, Jeremiah M.Daley, Jr., Treva N. Boney, Tracy L. McCracken, Jerrell Baker, LourdesCordero, and Francine Lampros-Klein, individually and as representatives ofa class of participants and beneficiaries of The Johns Hopkins University 403(b)Plan (“Plan”), filed their complaint in the United States District Court for theDistrict of Maryland. Case No. 16-2835, Doc. 1. Plaintiffs brought this actionunder 29 U.S.C. § 1132 alleging that Defendant The Johns Hopkins Universitybreached its fiduciary duties and committed prohibited transactions relating tothe management, operation, and administration of the Plan. They sought torecovery all losses to the Plan resulting from each breach of duty under 29U.S.C. § 1109(a) and for other equitable and remedial relief.1.2Plaintiffs filed an amended complaint on December 2, 2016. Doc. 27. Theamended complaint is the operative complaint in this litigation. To avoid havingto name as defendants in this action any current or former Johns Hopkins boardmembers, boards, trustees, officers, committees, or employees, the partiesjointly stipulated that Defendant shall assume and be responsible for anyfiduciary breach or prohibited transaction committed by these persons orentities. Doc. 74.1.3On September 29, 2017, the district court granted in part and denied in partDefendant’s motion to dismiss Plaintiffs’ amended complaint. Doc. 45. Theparties then proceeded to merits discovery. Prior to the stay of the proceedings,see infra, the parties exchanged fundamental information related to their claimsand defenses in this lawsuit. Among other information, Defendant completed itsproduction of all meeting minutes of the Plan’s fiduciaries, materials prepared inconnection with those meetings, plan documents, service provider agreements,fee and performance disclosures, and other materials requested by ClassCounsel. These documents supplemented Defendant’s prior production ofPlan-related materials that were requested by Class Counsel, on behalf of aparticipant under 29 U.S.C. § 1024(b), prior to the filing of the complaint.1.4Following the district court’s dismissal order, Defendant moved to certify for animmediate interlocutory appeal under 28 U.S.C. § 1292(b) the court’s order.Doc. 56. On August 15, 2018, the district court granted Defendant’s motion, andstayed the proceedings. Doc. 81. The Fourth Circuit subsequently grantedDefendant’s petition for an interlocutory appeal.1.5In accordance with the Fourth Circuit’s Local Rule 33, the Fourth Circuitscheduled a mediation conference with a Fourth Circuit mediator. In accordancewith this court-mandated process, in December 2018, the parties began1([KLELW

Case 1:16-cv-02835-GLR Document 84-2 Filed 08/06/19 Page 2 of 78settlement discussions with the court-appointed mediator. Following initialdiscussions over the course of several weeks, the parties did not reachagreement.1.6By February 2019, the parties agreed to conduct an in-person mediation sessionthrough a private mediator. The mediation was held on April 11, 2019. Throughextensive discussions during mediation, which were accompanied by detailedmediation statements of the parties’ position, the parties reached an agreementon the monetary portion of the settlement. Over the next eight weeks, the partieshad extensive discussions on non-monetary terms. On July 17, 2019, the partiesreached an agreement on all terms. The terms of the parties’ settlement arememorialized in this Settlement Agreement.1.7The Class Representatives and Class Counsel consider it desirable and in theClass Members’ best interests that the claims against Defendant be settled onbehalf of the Class Representatives and the Class upon the terms set forth below,and they have concluded that such terms are fair, reasonable, and adequate andthat this Settlement will result in benefits to Class Representatives and the Class.1.8Defendant admits no wrong doing or liability with respect to any of theallegations or claims in this action. Defendant contends that the Plan has beenmanaged, operated and administered at all relevant times reasonably andprudently, in the best interests of the Plan and Plan participants andbeneficiaries, and in compliance with ERISA and applicable regulations,including the fiduciary and prohibited transaction provisions of ERISA. ThisSettlement Agreement, and the discussions between the Settling Partiespreceding it, shall in no event constitute, be construed as, or be deemed evidenceof, an admission or concession of fault or liability of any kind by Defendant orany individual named in the amended complaint and identified in the SettlementAgreement.1.9The Settling Parties, as defined below, have concluded it is desirable that thismatter be finally settled upon the terms and conditions set forth in thisSettlement Agreement.1.10Therefore, the Settling Parties, in consideration of the promises, covenants, andagreements herein described, acknowledged by each of them to be satisfactoryand adequate, and intending to be legally bound, do hereby mutually agree to theterms of this Settlement Agreement.2.Article 2 – DefinitionsAs used in this Settlement Agreement and the Exhibits hereto, unless otherwisedefined, the following terms have the meanings specified below:2.1“Administrative Expenses” means expenses incurred in the administration ofthis Settlement Agreement, including (a) all fees, expenses, and costs associatedwith providing the Settlement Notices to the Class, including but not limited to2

Case 1:16-cv-02835-GLR Document 84-2 Filed 08/06/19 Page 3 of 78the fees of the Plan’s recordkeeper(s) to identify the names and addresses ofClass Members; (b) related tax expenses (including taxes and tax expenses asdescribed in Paragraph 5.3); (c) all expenses and costs associated with thedistribution of funds under the Plan of Allocation, including but not limited tothe fees of the Plan’s recordkeepers associated with implementing thisSettlement Agreement, facilitating the distribution of funds under the Plan ofAllocation, and gathering the data necessary to prepare the Plan of Allocation;(d) all fees and expenses of the Independent Fiduciary, SettlementAdministrator, and Escrow Agent; and (e) all fees, expenses, and costsassociated with providing notices required by the Class Action Fairness Act of2005, 28 U.S.C. §§ 1711–1715. Excluded from Administrative Expenses areDefendant’s internal expenses and the Settling Parties’ respective legalexpenses. Administrative Expenses shall be paid from the Gross SettlementAmount.2.2“Active Account” means an individual investment account in the Plan with abalance greater than 0 as of June 30, 2019.2.3“Alternate Payee” means a person other than a participant or Beneficiary in thePlan who is entitled to a benefit under the Plan as a result of a QualifiedDomestic Relations Order.2.4“Attorneys’ Fees and Costs” means the amount awarded by the Court ascompensation for the services provided by Class Counsel and to be provided inthe future during the Settlement Period. The amount of attorneys’ fees for ClassCounsel shall not exceed 4,666,667, which shall be recovered from the GrossSettlement Amount. Class Counsel also will seek reimbursement for alllitigation costs and expenses advanced and carried by Class Counsel for theduration of this litigation, including the pre-litigation investigation period, not toexceed 75,000, which also shall be recovered from the Gross SettlementAmount.2.5“Authorized Former Participant” means a Former Participant who has submitteda completed, satisfactory Former Participant Claim Form with a postmarkeddate by the Claims Deadline, or electronically submitted online no later than theClaims Deadline, set by the Court in the Preliminary Order and whose FormerParticipant Claim Form is accepted by the Settlement Administrator.2.6“Beneficiary” means a person who currently is entitled to receive a benefit underthe Plan upon the death of a plan participant, other than an Alternate Payee. ABeneficiary includes, but is not limited to, a spouse, surviving spouse, domesticpartner, or child who currently is entitled to a benefit.2.7“CAFA” means the Class Action Fairness Act of 2005, 28 U.S.C. §§ 1711–1715.3

Case 1:16-cv-02835-GLR Document 84-2 Filed 08/06/19 Page 4 of 782.8“Claims Deadline” means a date that is no later than ten (10) calendar daysbefore the Fairness Hearing.2.9“Class Action” means Kelly, et al., v. The Johns Hopkins University, Case No.1:16-cv-2835, in the United States District Court for the District of Maryland.2.10“Class Counsel” means Schlichter, Bogard & Denton LLP, 100 S. Fourth Street,Suite 1200, Saint Louis, Missouri, 63102.2.11“Class Members” means all individuals in the Settlement Class, including theClass Representatives.2.12“Class Period” means the period from August 11, 2010 through June 30, 2019.2.13“Class Representatives” means Margaret E. Kelly, Katrina Allen, Jeremiah M.Daley, Jr., Treva N. Boney, Tracy L. McCracken, Jerrell Baker, LourdesCordero and Francine Lampros-Klein.2.14“Class Representatives’ Compensation” means an amount to be determined bythe Court, but not to exceed 20,000 for each Class Representative, which shallbe paid from the Gross Settlement Amount directly to each ClassRepresentative.2.15“Confidentiality Agreement” means the Stipulated Confidentiality and SealOrder executed by the parties effective March 27, 2018. Doc. 65.2.16“Court” means the United States District Court for the District of Maryland.2.17“Court of Appeals” means the United States Court of Appeals for the FourthCircuit.2.18“Current Participant” means a person who participated in the Plan during theClass Period and had an Active Account as of June 30, 2019.2.19“Defendant” or “Johns Hopkins” means The Johns Hopkins University.2.20“Defense Counsel” means counsel for Defendant including Morgan, Lewis &Bockius, LLP.2.21“Escrow Agent” means Commerce Bank, or another entity agreed to by theSettling Parties.2.22“Fairness Hearing” means the hearing scheduled by the Court to consider (a) anyobjections from Class Members to the Settlement Agreement, (b) ClassCounsel’s petition for Attorneys’ Fees and Costs and Class Representatives’Compensation, and (c) whether to finally approve the Settlement under Fed. R.Civ. P. 23.4