76.  Plaintiff incorporates by reference the paragraphs above.   77.  The Count alleges breaches of the duty of prudence against all Defendants.   78.  During the Class Period, Defendants, had they properly discharged their fiduciary  obligations, would have known that GEAM Funds were poorly performing and were managed by  conflicted Trustees and investment advisors.   79.  The defendants failed to conduct an appropriate investigation into whether GEAM  Funds were and continued to be prudent investments for the Plan.   80.  Because Defendants should have known that GEAM Funds were not a prudent  investment options for the Plan, they had a fiduciary duty to protect the Plan and its participants  from unreasonable and entirely predictable losses incurred as a result of the Plan’s investment in  GEAM Funds.   81.  Defendants had available to them several different options for satisfying this duty,  including: making appropriate public disclosure, as necessary; divesting the Plan of GEAM  Funds; discontinuing further contributions to and/or investment in GEAM Funds under the Plan;  consulting independent fiduciaries regarding appropriate measures to take in order to prudently  and loyally serve the participants of the Plan; and/or resigning as fiduciaries of the Plan to the  extent that as a result of their employment by GEAM they could not loyally serve the Plan and  its participates in connection with the Plan’s acquisition and holding of GEAM Funds.   83.  According to DOL regulations  and case law interpreting this statutory provision,  a fiduciary's investment or investment course of action is prudent if (a) he has given appropriate  consideration to those facts and circumstances that, given the scope of such fiduciary's  investment duties, the fiduciary knows or should know are relevant to the particular investment  or investment course of action involved, including the role the investment or investment course  of action plays in that portion of the plan's investment portfolio with respect to which the  fiduciary has investment duties; and (b) he has acted accordingly.   85.  As a consequence of these Defendants' breaches of fiduciary duties alleged in this  Count, the Plan suffered significant losses.  If these Defendants had discharged their fiduciary  duties of prudently invest the Plan's assets, the losses suffered by the Plan would have minimized  or avoided.  Therefore, as a direct and proximate result of the breaches of fiduciary duty alleged  herein, the Plan, and indirectly Plaintiff and the other Class members, on information and belief,  lost hundreds of millions of dollars of retirement savings.   86.  Pursuant to ERISA §§409, 502(a)(2), 29 U.S.C. §§1109(a), 1132(a)(2), these  defendants are liable to restore the losses to the Plan caused by their breaches of fiduciary duties  alleged in this Court and to provide other equitable relief appropriate.   87.  Plaintiff repeats and realleges each of the allegations set forth in the foregoing  paragraphs as if fully set forth herein.   88.  The Count alleges fiduciary breach against Defendants Trustees (the “Investment  Oversight Defendants”)   89.  The Investment Oversight Defendants are directly responsible for selecting,  monitoring, and removing investment options in the Plans.    90.  The Investment Oversight Defendants caused the Plans to invest billions of  dollars in investment options managed by GEAM favoring exclusively the proprietary  investment options of the GEAM Funds for certain asset classes.   92.  By the conduct and omissions described above, the Investment Oversight  Defendants failed to discharge their duties with respect to the Plans solely in the interest of the  participants and beneficiaries and for the exclusive purpose of providing benefits to participants  and beneficiaries and defraying reasonable expenses of administering the Plans, in violation of  BRISA§ 404(a)(l)(A), 29 U.S.C. § 1104(a)(l)(A).   93.  The Investment Oversight Defendants failed to discharge their duties with respect  to the Plans with the care, skill, prudence, and diligence under the circumstances then prevailing  that a prudent man acting in a like capacity and familiar with such matters would use in the  conduct of an enterprise of like character and with like aims, in violation of ERISA  §404(a)(1)(B), 29 U.S.C. §1104(a)(1)(B).   94.  As a direct and proximate result of these breaches of fiduciary duties, the Plans  and their participants have paid GEAM, directly and indirectly, substantial investment  management and other fund-related fees during the Class Period, and suffered lost-opportunity  costs which continue to accrue, for which the Investment Oversight Defendants are jointly and  severally liable pursuant to ERISA § 409, 29 U.S.C § 1109, and ERISA § 502(a)(2), 29 U.S.C  §1132(a)(2).  95.  Plaintiff repeats and realleges each of the allegations set forth in the foregoing  paragraphs as if fully set forth herein.   96.  This count alleges prohibited transactions against all Defendants.   98.  The Defendants caused the Plans to engage in prohibited transactions under  ERISA with each purchase of investment shares from GEAM Funds and payment by the Plans of  fees to GEAM in connection with the Plans' investment in a GEAM-affiliated investment option.   Disloyal Conduct In Connection With Investments   Failure To Prudently Manage The Plan And Assets Of The Plan  (Against All Defendants)   Prohibited Transactions In Connection With Investments  