39.  “Defined contribution plans dominate the retirement plan scene today.”  LaRue v. DeWolff, Boberg & Assocs., 552 U.S. 248, 255 (2008). In the private sector,  such plans have largely replaced the defined benefit pension plans that were  America’s retirement system when ERISA was enacted in 1974. The consulting firm  Towers Watson studied Fortune 100 companies from 1985 to 2012, and found that  the type of retirement plan offered by the companies has essentially flipped over the  last 3 decades. Whereas in 1985, 89 of the Fortune 100 companies offered a  traditional DB plan, in 2012, only 11 of the Fortune 100 companies offered defined  benefit plans to newly hired employees. Thus, defined contribution plans have  become America’s retirement system.    40.  A fundamental difference between traditional pension plans and defined  contribution plans is that in the former the employer’s assets are at risk. In a  defined contribution plan, it is the employees and retirees’ funds at risk.   42.  Most of the fees assessed to participants in a defined contribution plan are  attributable to two general categories of services: plan administration (including  recordkeeping), and investment management. Since the early 2000s, managed  account services make up a third category of fees assessed to participants. These  expenses “can sometimes significantly reduce the value of an account in a defined- contribution plan.” Id.   43.  The plan’s fiduciaries have control over these expenses. The fiduciaries are  responsible for hiring administrative service providers, such as recordkeepers, and  negotiating and approving those service providers’ compensation. The fiduciaries  also have exclusive control over the menu of investment options to which  participants may direct the assets in their accounts. Those selections each have  their own fees which are deducted from the returns that participants receive on  their investments. The fiduciaries are responsible for hiring managed account  providers and negotiating and approving those service providers’ compensation.   45. The entities that provide services to defined contribution plans have an  incentive to maximize their fees by putting their own higher-cost funds in plans,  collecting the highest amount possible for recordkeeping and managed account  services, rolling Plan participants’ money out of the Plan and into proprietary IRAs,  soliciting the purchase of wealth management services, credits cards and other  retail financial products, and maximizing the number of non-Plan products sold to  participants. For each additional dollar in fees paid to a service provider,  participants’ retirement savings are directly reduced by the same amount, and  participants lose the potential for those lost assets to grow over the remainder of  their careers. Accordingly, participants’ retirement security is directly affected by  the diligence used by plan fiduciaries to control, negotiate, reduce the plan’s fees,  and safeguard plan assets.    47. Defined contribution fiduciaries determine the available investment options  in a plan. Each investment option is typically a pooled investment product, such as  a mutual fund, and invests in a diversified portfolio of securities in a broad asset  class such as fixed income, bonds, or equities.   48. Defendants select investment options into which participants’ investments  are directed. Defendants also select those investment options that are removed from  the Plan. These investments are designated by Shell Defendants as designated  investment alternatives offered under the Plan.    51.  A fiduciary “has a continuing duty to monitor trust investments and remove  imprudent ones.” Tibble, 135 S. Ct. at 1828. Defined contribution plan fund  selections must be the result of a detailed due diligence process that considers  factors such as risk, investment return, and expenses of available investment  alternatives, and the fiduciary must give “appropriate consideration” to “the role the  investment or investment course of action plays . . . in the plan’s investment  portfolio,” 29 C.F.R. §§2550.404a-1(b)(i)-(ii). Fiduciaries cannot discharge their  duties “by the simple expedient of including a very large number of investment  alternatives in its portfolio and then shifting to the participants the responsibility  for choosing among them.” Hecker, 569 F.3d at 711. This removes the benefit of  pooling assets consistent with the size of the Plan.   A. Shell Defendants used an obsolete, imprudent structure for the  Plan’s investment menu.    52. Since 2014, Shell Defendants have retained over 300 designated investment  options in the Plan, most of which are Fidelity’s proprietary mutual funds. Shell  Defendants refer to these investments as the “Fund Window.”    53. Shell Defendants agreed to allow Fidelity to automatically put its mutual  funds in the Plan without any initial screening process by Shell Defendants to  determine whether the funds are prudent options for participants to invest their  retirement assets.    55.  At all relevant times, each investment in the “Fund Window” was a  designated investment alternative in the Plan that required oversight by the Plan’s  fiduciaries.   56.   Despite failing to monitor or remove any fund in the Fund Window, Shell  Defendants utilized their discretion and made decisions related to investments in  the Fund Window. For example, among others, as of December 31, 2014 the Plan  retained the Fidelity Blue Chip Growth Fund—Class K mutual fund in the Fund  Window. By December 31, 2018, the Shell Defendants caused the Fidelity Blue Chip  Growth Fund to move to a commingled pool structure.      57. By 2012, only a few Fidelity clients still used an investment structure similar  to the Plan’s Fund Window, and Fidelity no longer offered the investment structure  to new clients. Consultants and legal advisors throughout the industry told those  very few plan sponsors that retained fund windows that they had a duty to monitor  funds in the window and remove imprudent ones.    59. Despite including over 300 funds in the Plan, Shell Defendants did not  monitor any funds in the “Fund Window” and failed to remove any funds from the  fund window.   60. By 2014, similarly situated fiduciaries who diligently monitored and reviewed  their plans’ investments had eliminated fund windows and transferred the assets in  such windows to investments in similar asset classes within their plans’ core menu  of approximately 13 to 16 investments (not including target date funds).    62. Apart from the imprudent structure of the unmonitored Fund Window, Shell  Defendants’ failure to regularly monitor and review each of the Plan’s designated  investment options on an ongoing basis caused the Plan to retain numerous funds  that consistently failed to meet performance objectives, exposed plan participants to  excessive unmonitored risks, lacked a sufficient performance history to conduct due  diligence, or experienced other significant negative qualitative events such as  departures of key investment personnel. Had Shell Defendants conducted the type  of investment process used by knowledgeable and diligent fiduciaries of similar  defined contribution plans, these options would have been eliminated from the Plan  or replaced. Shell Defendants’ failure to do so caused the Plan substantial losses  compared to prudent alternative investments that were available to the Plan.   65. Shell Defendants also failed to monitor mutual fund performance for  investments in the Plan. For example, the Templeton Developing Markets Trust  significantly underperformed its prospectus benchmarks for the 1-, 5- and 10-year  periods in 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014 and 2015.7 Other  prudent investment professionals reviewed this type of information and took action  by removing the fund from their plans. Indeed, many other Plan sponsors removed  the Templeton Developing Markets Trust mutual fund from their plans during this  period. However, Shell Defendants did not evaluate this investment to determine  whether it should be removed from the Plan after many years of significant  underperformance. Instead, by December 31, 2015 over $2.5 million in Plan assets  remained in the Templeton Developing Markets Trust and $3.4 million by  December 31, 2018.  