61.  29 U.S.C. § 1132(a)(2) authorizes any participant or beneficiary of the Plan to  bring an action individually on behalf of the Plan to obtain for the Plan the remedies provided by  29 U.S.C. § 1109(a). Plaintiff seeks certification of this action as a class action pursuant to this  statutory provision and Fed. R. Civ. P. 23.   62.  Plaintiff asserts his claims in Counts I–II on behalf of a class of participants and  beneficiaries of the Plan defined as follows:13  All participants and beneficiaries of the SEI Capital Accumulation Plan at  any time on or after September 27, 2012, excluding Defendants and  employees with responsibility for the Plan’s investment functions.   63.  Numerosity:  The Class is so numerous that joinder of all Class members is  impracticable. The Plan had approximately 2,600 to 3,400 participants during the applicable  period.   64.  Typicality:  Plaintiff’s claims are typical of the Class members’ claims. Like  other Class members, Plaintiff is a Plan participant and suffered injuries as a result of  Defendants’ mismanagement of the Plan. Defendants treated Plaintiff consistently with other  Class members with regard to the Plan. Defendants’ imprudent and disloyal decisions affected all  Plan participants similarly.    66.  Commonality:  Common questions of law and fact exist as to all Class members  and predominate over any questions solely affecting individual Class members, including but not  limited to:  a. Which Defendants are fiduciaries of the Plan;  b. Whether the Plan’s fiduciaries breached their fiduciary duties by engaging  in the conduct described herein;  c. Whether the Plan’s fiduciaries are additionally or alternatively liable, as  co-fiduciaries, for the unlawful conduct described herein pursuant to 29  70.  Defendants are fiduciaries of the Plan under 29 U.S.C. §§ 1002(21) and  1102(a)(1).   71.  29 U.S.C. § 1104 imposes fiduciary duties of prudence and loyalty upon the  Defendants in their administration of the Plan and in their selection and monitoring of Plan  investments.   72.  The scope of the fiduciary duties and responsibilities of the Defendants includes  managing the assets of the Plan for the sole and exclusive benefit of Plan participants and  beneficiaries, defraying reasonable expenses of administering the Plan, and acting with the care,  skill, diligence, and prudence required by ERISA. Defendants were directly responsible for  selecting prudent investment options, evaluating and monitoring the Plan’s investments on an  ongoing basis and eliminating imprudent ones, and taking all necessary steps to ensure that the  Plan’s assets were invested prudently. This includes “a continuing duty to monitor investments  and remove imprudent ones[.]” Tibble, 135 S. Ct. at 1829.   74.  Each of the above-mentioned actions and failures to act described throughout the  Complaint demonstrate Defendants’ failure to make Plan investment decisions based solely on  the merits of each investment and in the interest of Plan participants. These failures were flagrant  and intentional.  Throughout the Class Period, Defendants’ conduct and decisions were driven by  their desire to drive revenues and profits to SEI and to promote SEI’s business interests. Through  these actions and omissions, the Defendants failed to discharge their duties with respect to the  Plan solely in the interest of the participants and beneficiaries of the Plan, and for the exclusive  purpose of providing benefits to participants and their beneficiaries and defraying reasonable  expenses of administering the Plan, in violation of their fiduciary duty of loyalty under 29 U.S.C.  § 1104(a)(1)(A).   75.  Each of the above actions and omissions described in this Complaint further  demonstrate that Defendants failed to discharge their duties with respect to the Plan with the  care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person  acting in a like capacity and familiar with such matters would have used in the conduct of an  enterprise of like character and with like aims, thereby breaching their duties under 29 U.S.C. §  1104(a)(1)(B).   76.  The foregoing fiduciary breaches resulted in millions of dollars in losses to the  Plan.  Further, SEI profited from these fiduciary breaches by receiving investment management  fees they otherwise would not have received, as a result of Defendants’ imprudent and disloyal  retention of SEI-affiliated funds in the Plan.   78.  Each Defendant knowingly participated in each breach of the other Defendants,  knowing that such acts were a breach, enabled the other Defendants to commit breaches by  failing to lawfully discharge such Defendant’s own duties, and knew of the breaches by the other  Defendants and failed to make any reasonable and timely effort under the circumstances to  remedy the breaches. Accordingly, each Defendant is also liable for the losses caused by the  breaches of its co-fiduciaries under 29 U.S.C. § 1105(a).  79.  Defendants SEIC and the Plan Design Committee are fiduciaries of the Plan under  29 U.S.C. §§ 1002(21) and/or 1102(a)(1).   80.  Defendant SEIC had (and retains) ultimate authority over the management of the  Plan. SEIC appointed members of the Design Committee, who appointed members of the  Investment Committee and Administration Committee. SEIC also received periodic investment  performance reports from the Investment Committee, and had the authority to receive periodic  reports on other actions of the committee Defendants. SEIC had a fiduciary duty to monitor  appointed fiduciaries.    82.  A monitoring fiduciary must ensure that the monitored fiduciaries are performing  their fiduciary obligations, including those with respect to the investment and monitoring of plan  assets, and must take prompt and effective action to protect the plan and participants when the  monitored fiduciaries fail to perform their fiduciary obligations in accordance with ERISA.   83.  SEIC and the Design Committee breached their fiduciary monitoring duties by,  among other things:  a) Failing to monitor and evaluate the performance of the Plan’s fiduciaries or  have a system in place for doing so, standing idly by as the Plan suffered  substantial losses as a result of Defendants’ imprudent actions and omissions;  b) Failing to monitor its appointees’ fiduciary processes, which would have  alerted a prudent fiduciary to the breaches of fiduciary duties described  herein; and  c) Failing to remove fiduciaries whose performance was inadequate in that they  continued to maintain investments that a prudent fiduciary would not have  retained in the Plan, all to the detriment of the Plan and Plan participants’  retirement savings.   84.  As a consequence of the foregoing breaches of the duty to monitor, the Plan  suffered millions of dollars per year in losses due to investment underperformance.   Breach of Duties of Loyalty and Prudence  29 U.S.C. § 1104(a)(1)(A)–(B)   Failure to Monitor Fiduciaries  