¹ Excessive Fees Challenge Defendants argue that Plaintiffs’ Second Amended Complaint continues to offer only conclusory allegations on services and only “window dresses” their prior allegations in comparing WESCO’s total RPS fees to the total RPS fees for comparator plans for the same suite and scope of services and fails to cure the Complaint and Amended Complaint’s pleading deficiencies. Defendants contend that Plaintiffs’ Second Amended Complaint, as regards allegations concerning the services offered by Wells Fargo, have not changed. (ECF No. 44 at ¶¶ 94-95 and ECF No. 63 at ¶ 94). Specifically, Defendants argue that Plaintiffs still fail to plead requisite details about the specific type and scope of “services provided” to the WESCO Plan or to any of their proposed comparators. By way of example, Defendants maintain that Plaintiffs allege that all recordkeepers for large plans provide “telephone support.” (ECF No. 63 at ¶¶ 94, 108). Defendants argue that, while all plans my may provide “telephone support,” the Second Amended Complaint’s averments only address the service generally, because “it undoubtedly costs less to hire a team of two to provide telephone support than a team of ten, and even less to hire a single person who picks up only when automated systems fail.” (ECF No. 67 at p. 18). Accordingly, Defendants maintain that the Plaintiffs fail to account that a reasonable person or prudent fiduciary could disagree on the value of reduced wait times or reduced costs. Next, Defendants contend that Plaintiffs do not reference appropriate benchmarks on RPS fees. Specifically, Defendants note that, accordingly, to the Plan’s 2018 statistics, it had 8,232 participants and $670 million in assets. (ECF No. 63 at ¶ 98). However, Defendants maintain, the alleged comparator plans in 2018 ranged from 4,950 participants to 13,502 participants and ranged from $218 million in assets to over $2 billion. Id. ¶¶ 102, 106. Defendants contend that, even if these plans were comparable at a baseline level, Plaintiffs’ allegations do not compare the Plan’s RPS fees to all other plans with similar numbers of participants or asset sizes, or the average of all other plans of similar sizes. In short, Defendants maintain Plaintiffs again offer conclusory averments that the recordkeepers of comparator plans “all offered identical or similar packages of service of the same or similar quality” to those received by the WESCO Plan. (ECF No. 63 at ¶ 108). Defendants further contend that the Second Amended Complaint’s source documents conflict with its averments. Specifically, Defendants assert that Plaintiffs rely upon the 2018 Forms 5500 as regards the direct fee portions of each “comparable” plan listing service codes that correspond to different categories of services received from a provider.2 However, according to Defendants, said codes do not capture all the details, nuances, and scope of different services within a particular code. Instead, Defendants maintain the 2018 Forms 5500 demonstrate that the services offered by Wells Fargo and other recordkeepers to many of the comparator plans differ materially from the services that Wells Fargo provided to the WESCO Plan.3 Accordingly, Defendants argue that it would be meaningless to compare the fees associated with those different types of services. Next, Defendants argue that, even if Plaintiffs’ Second Amended Complaint cures the factual allegations about the scope and services provided by the alleged comparator plans, the alleged fees charged are still not “apples to apples” comparisons, because the Second Amended 2 See Dep’t of Labor EBSA, 2018 Instructions for Form 5500 at pp. 27, which is available at which is available at: https://www.dol.gov/sites/dolgov/files/EBSA/employers- andadvisers/plan-administration-and-compliance/reporting-and-filing/form-5500/2018- instructions.pdf (last visited August 8, 2022). 3 WESCO Plan’s 2018 Form 5500 lists codes for many different services that Wells Fargo provided to the Plan, including recordkeeping and information management (codes 15 and 64), participant loan processing (code 37), and trustee services (code 21). (ECF No. 67-10 at p. 12). In contrast, the Centerpoint Plan 2018 Form 5500 demonstrates that two Voya recordkeeping entities provided only recordkeeping and contract administration services (code 64 and 13). (ECF No. 67-19 at p. 7). Complaint compares the WESCO Plan, which includes both direct and indirect fees, to some comparator plans that include only direct fees. For example, Defendants contend that, for WESCO, Plaintiffs determined the purported amount of direct fees by multiplying total assets (less loans) indicated in Form 5500s by an “Additional Asset Based Fee” as reflected in the Wells Fargo Agreement, and then dividing by number of year-end plan participants. (ECF No. 63 at ¶ 97 at n. 16). But, for other plans, Plaintiffs averred only the direct fee amount listed in the Form 5500. Id. at ¶ 103. Defendants further argue that Plaintiffs have not adequately averred the process for their calculation and that Plaintiffs continue to compare both direct and indirect fees for WESCO with just direct fees for at least some comparators. In response, Plaintiffs contend that Defendants’ arguments require the Court to engage in an improper parsing analysis. Specifically, Plaintiffs argue that they must be allowed to engage in discovery to uncover the type of information allegedly missing from its Complaint, Amended Complaint, and Second Amended Complaint with regards to the Plan’s excessive payment of fees. Plaintiffs also claim that the Second Amended Complaint thoroughly sets forth factual allegations about the type, scope, and caliber of services provided to the Plan as well as those provided by other recordkeepers. Specifically, Plaintiffs maintain that the Second Amended Complaint details the type and scope of recordkeeping and administrative services offered by the Plan’s recordkeeper, Wells Fargo, as follows: [H]olding the Plan’s assets in trust, tracking contributions, earnings and investments for the participants’ accounts and executing trades requested by Plan participants.… Internet access to [Plan participants’] accounts through the Plan website maintained by Wells Fargo; transaction processing (buying and selling Plan investments); quarterly participant statements; participant communications, including Plan investment disclosures and periodic participant newsletters; retirement education services, including various tools such as retirement income calculators available on the Plan website; and a telephone support to answer questions or give assistance to Plan participants. Wells Fargo also offered a brokerage window that allowed Plan participants to invest in securities that were not Plan investment options. (ECF No. 63 at ¶¶ 93, 94). Plaintiffs also contend that the Second Amended Complaint alleges that other record keepers “provided identical or similar services of the same quality…as those provided by Wells Fargo” including: Holding plan assets in trust; tracking contributions, earnings and investments for the participants’ accounts; executing trades requested by plan participants; Internet access to accounts through the plan websites maintained by the recordkeeper; transaction processing (buying and selling plan investments); quarterly participant statements; participant communications, including plan investment disclosures and periodic participant newsletters; retirement education services, including various tools such as retirement income calculators available on the plan websites; telephone support to answer questions or give assistance to plan participants; and a brokerage window that allowed plan participants to invest in securities that were not plan investment options. Id. at ¶¶105, 108. Further, Plaintiffs argue that the Second Amended Complaint alleges that: For large plans with greater than 5,000 participants, like the Plan, any minor variations in the way that these [recordkeeping] services are delivered have no material impact on the fees charged by recordkeepers to deliver the services. That fact is confirmed by the practice of all service providers quoting fees on a per-participant basis without regard for any individual differences in services requested–which are treated by the service providers as largely immaterial because they are, in fact, inconsequential to recordkeepers from a cost perspective. Id. ¶ 54. Plaintiffs contend that Defendants have not provided any information that Wells Fargo provided unique or superior services that would justify the excessive fees charged. Finally, Plaintiffs maintain that they have alleged that comparable plans charged lower total recordkeeping fees on an “apples to apples” basis. As with Complaint and Amended Complaint, the parties have competing legal arguments on whether the Second Amended Complaint meets the applicable pleading standard for an ERISA breach of fiduciary duty claim. Because plaintiffs in an ERISA claim may not always have access to the information necessary to support their claim, courts have evaluated the pleadings in ERISA claims with special scrutiny. In Sweda v. Univ. of Pa., 923 F.3d 320, 328 (2019), the Third Circuit declined to extend the rigors of Twombly’s antitrust pleading rule to breach of fiduciary claims under ERISA, because “‘[r]equiring a plaintiff to rule out every possible lawful explanation for the conduct he challenges would invert the principle that the complaint is construed most favorably to the nonmoving party.’” Id. at 326 (quoting Braden v. Wal-Mart Stores, Inc., 588 F.3d 585, 597 (8th Cir. 2009)). Rather, under Sweda, the Third Circuit instructs that, complaints alleging ERISA breach of fiduciary duty claims, should be evaluated, in three steps, as follows: First, [the Court] will note the elements of a claim; second, [the Court] will identify allegations that are conclusory and therefore not assumed to be true, and; third, accepting the factual allegations as true, [the Court] will view them and reasonable inferences drawn from them in the light most favorable to [the Plaintiffs] to decide whether “they plausibly give rise to an entitlement to relief.” Connelly v. Lane Constr. Corp., 809 F.3d 780, 787 (3d Cir. 2016) (quoting Iqbal, 556 U.S. at 679, 129 S.Ct. 1937). Pleadings that establish only a mere possibility of misconduct do not show entitlement to relief. Id. at 326 (some citations omitted). Thus, “[t]he complaint should not be ‘parsed piece by piece to determine whether each allegation, in isolation, is plausible.’” Sweda, 923 F.3d at 331 (quoting Braden, 588 F.3d at 594). “[B]ecause participants usually do not have direct evidence of how fiduciaries reached their decisions, the complaint need only provide an inference of mismanagement by ‘circumstantial evidence,’ rather than ‘direct’ allegations of matters observed firsthand.” Singer v. Barnabas Health, Inc., Civ. No. 20-13119, 2021 WL 1399870 at *5, 2021 U.S. Dist. LEXIS 72282 at *13 (D.N.J. Apr. 13, 2021) (quoting Sweda, 923 F.3d at 332). That said, allegations must cross “the threshold from possible to probable.” Johnson v. PNC Fin. Servs. Grp., Inc., 2:20-CV-01493-CCW, 2021 WL 3417843, at *4 (W.D. Pa. Aug. 3, 2021) (“Johnson I”). First, the elements of a claim for breach of fiduciary duty under ERISA are: “‘(1) a plan fiduciary (2) breaches an ERISA-imposed duty (3) causing a loss to the plan.’” Sweda v. Univ. of Pa., 923 F.3d 320, 328 (2019) (quoting Leckey v. Stefano, 501 F.3d 212, 225–26 (3d Cir. 2007)). Defendants’ Motion to Dismiss centers on the second element, namely whether the Amended Complaint adequately pleads a breach of an ERISA-imposed duty. Here, said duty is the Duty of Prudence for plan fiduciaries. Under ERISA, “a fiduciary shall discharge his duties with respect to a plan solely in the interest of the participants and beneficiaries and—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 a like character and with like aims.” 29 U.S.C. § 1104(a)(1)(B). As such, in addition to monitoring a plan's investment options, “[f]iduciaries must also understand and monitor plan expenses” because “ ‘[e]xpenses, such as management or administrative fees, can sometimes significantly reduce the value of an account in a defined-contribution plan’ by decreasing its immediate value, and by depriving the participant of the prospective value of funds that would have continued to grow if not taken out in fees.” Sweda, 923 F.3d at 328 (quoting Tibble v. Edison Int'l, 575 U.S. 523, 135 S. Ct. 1823, 1826, 191 L.Ed.2d 795 (2015)). While specific combinations of facts that may give rise to an inference of recordkeeping imprudence will vary from case to case, courts have looked to factors such as whether a plan engages in competitive bidding for recordkeeping services, uses one or more recordkeepers, leverages its size to obtain reduced fees, and whether plaintiffs provide a “meaningful benchmark” from which to measure a fiduciary’s alleged imprudence. See, e.g., Pinnell v. Teva Pharms. USA, Inc., Civil Action No. 19-5738, 2020 WL 1531870, 2020 U.S. Dist. LEXIS 55617 (E.D. Pa. Mar. 31, 2020). Next, the Court must eliminate conclusory allegations from the Complaint. Finally, the Court will take any factual allegations as true and will view them and reasonable inferences drawn from them in the light most favorable to Plaintiffs. This Court dismissed the Excessive Fees Challenge in Plaintiffs’ original Complaint and Amended Complaint, holding that the Amended Complaint averred “primarily a price tag to price tag comparison of Wells Fargo’s and alleged comparator plans’ recordkeeping services.” (ECF No. 62 at p. 13). Further, the Court noted that “[p]laintiffs did not allege the complete nature and scope of services provided by the alleged comparator plans” and relied “on generalized allegations with regard to these services.” Id. In particular, the Court held that “a side by side list comparison does not sufficiently place the Defendants on notice or slide Plaintiffs claim from ‘possible to plausible.’ Id. After careful review of the Second Amended Complaint, the Court concludes that Plaintiffs have not cured the previously identified pleading deficiencies. Under the Plaintiffs’ reasoning, bare allegations regarding the difference in recordkeeping fees and conclusory allegations regarding corresponding services would open the door to discovery and protracted litigation. However, such a rule does not mesh with the standards set forth by the Supreme Court, which directs courts to apply “careful, context-sensitive scrutiny of” ERISA fiduciary- breach claims to “divide the plausible sheep from the meritless goats.” Hughes v. Northwestern University, 142 S. Ct. 737, 742 (2022); see also Fifth Third Bancorp v. Dudenhoeffer, 573 U.S. 409, 425 (2014). The Second Amended Complaint does not address the “address the types or levels of services that any plan contracted to receive,” and its purported “side by side list comparison” does not suffice. (ECF No. 62 at p. 13). Plaintiffs’ allegations, regarding services, do little more than rearrange and rephrase prior iterations of their claims from the Complaint and Amended Complaint. Such does not cure the core deficiencies with regard to this Court’s expectations when it granted the Plaintiffs leave to amend. As aptly noted by Defendants, Plaintiffs purported side by side comparison does not account for the quality of services. Such allegations are too generalized and speculative to move into the realm of the plausible. At the pleading stage, Plaintiffs have presented nothing beyond conclusory allegations regarding services with no particularity as to the quality of the services that Plain participants received. Because Plaintiffs allegations depend on a price tag to price tag comparison, the Second Amended Complaint should contain sufficient details regarding services. Without such allegations, the Plaintiffs have engaged in a speculative fishing expedition without a plausible factual basis. Neither the Second Amended Complaint nor Plaintiffs’ arguments articulate what particular discovery would assist the parties and Court in the assessment of Well Fargo’s services and its comparators. If the Court permitted only a price tag to price tag allegation, without more factual support, to proceed, ERISA plaintiffs could advance litigation on a mere averment of a monetary difference. See, e.g., CommonSpirit Health, 37 F.4th at 1169 (“Smith has failed ‘to allege that the fees were excessive relative to the services (quoting Young v. Gen. Motors Inv. Mgmt. Corp., 325 F. App’x 31, 33 (2d Cir. 2009)); Riley v. Olin Corp., 2022 WL 2208953 at *4 (E.D. Mo. June 21, 2022) (“[P]laintiff must plead that the administrative fees are excessive in relation to the specific services the recordkeeper provided to the specific plan at issue.”); Perkins v. United Surgical Partners Int'l Inc., 2022 WL 824839, at *6 (N.D. Tex. Mar. 18, 2022) (same and noting that comparison of fees to those in NEPC report was insufficient); Morales v. Capital One Fin. Corp., No. 21-1454, Dkt. 42 (Order) (E.D. Va. May 27, 2022) (dismissing RPS fee claims because allegation that “there are other plans referenced that have less expensive recordkeeping fees” is not enough to state a viable claim). Likewise, the alleged comparator plans face the same deficiencies as before. The comparator plans do not match the Plan relative to number of participants or asset sizes, or the average of all other plans of similar sizes. The Second Amended Complaint avers the comparators as follows: RPS RPS Plan Participants Assets Total Price/_ | Recordkeeper Cost OD Healthfirst Profit Sharing 401(K) Plan 4,950 $234,755,239 $201,889 Genesis Health System □ Retirement Savings Plan 6,260 $231,793,794 | $325,894 Flowserve Corporation Retirement Savings Plan 6,395 $892.435,613 $263,380 St. Luke's Health . Network 403(B) Plan 7,142 $241,600,647 $333,578 Memorial Health System Defined Contribution 7,318 $221,.242,194 | $385,754 $53 Transamerica Retirement Savings Plan The Boston Consulting Group, Inc. Employees' Savings Plan And Profit 8,067 $894,454.060 | $336,660 $42 Vanguard Sharing Retirement Wesco Distribution, Inc. Retirement 8,562 $670,742,749 | $1,270156 $154 Wells Fargo Savings Plan (2018) Children's Medical Center Of Dallas 9.356 $349,335,673 | $337.416 | $36 Fidelity Employee Savings Plan 403(B) Ralph Lauren Raph Caen | on89 | sssasscons | sas00ce Centerpoint Energy Savings Plan 9,802 $2,108,802,293 | $442,946 Edward- Elmhurst Healthcare Retirement 10,263 $618,238,970 | $446,836 $44 Fidelity Savings Plan Fortive Retirement Savings Plan 13,502 $1,297.404,611 | $472,673 Fidelity (ECF No. 63 at § 106). As noted by Defendants, the so-called comparators range from 4,950 participants to 13,502 participants and ranged from $218 million in assets to over $2 billion.

² Lower-Cost Share Classes Defendants maintain that the Second Amended Complaint fails to cure the legal deficiencies surrounding their share-class claim. Plaintiffs argue they have plausibly alleged that Defendants imprudently caused the plan to pay for higher-cost share classes when identical lower-cost share classes were available. In response, Defendants contend Plaintiffs’ allegations regarding share classes are virtually identical to those in the First Amended Complaint and remain firmly grounded on the inflexible proposition that offering more expensive share classes, even where they may offer greater revenue sharing, is per se imprudent. See ECF No. 63 at ¶¶ 135-36, 139; ECF No. 44 at ¶ 134; and ECF No. 1 at ¶¶ 25, 30, 129-131. Specifically, Defendants argue that Plaintiffs fail to identify any new allegations in support of their share-class claims in the Second Amended Complaint. Instead, Defendants maintain Plaintiffs are seeking a reversal of this Court’s prior holding. In its prior holding, this Court determined that Plaintiffs’ Amended Complaint offered “conclusory and insufficient facts to support that Defendants’ choice of such share classes breached their [d]uty of [p]rudence,” such that Plaintiffs failed to state any plausible claim in their share-class allegations. Mator II, 2022 WL 1046439, at *8. Plaintiffs do not refute that they have re-raised the same arguments. Here, a careful review of the Second Amended Complaint, the Court agrees that Defendants’ arguments are well taken. Plaintiffs offer no new allegations regarding their share-class claims. Therefore, the Court will again reiterate its prior analyses and conclusions with regard to Count I, share class claims. Accordingly, Defendants’ Motion to Dismiss, as regards Plaintiffs’ share class claim under Count I, will be granted. Count I of Plaintiffs’ Complaint will be dismissed. B. Failure to Monitor Claim (Count II) Finally, Defendants again argue that Plaintiffs’ Count II Failure-To-Monitor claim fails as a matter of law because it is derivative of Plaintiffs’ Count I breach of fiduciary claims. Plaintiffs again respond that they have sufficiently pleaded breach of fiduciary claims at Count I, such that Defendants’ Motion to Dismiss Count II should be denied. Courts have held that derivative claims, such as failure to monitor, cannot survive without a sufficiently pleaded underlying breach of fiduciary duty claim. See Scalia v. WPN Corp., 417 F.Supp.3d 658, 669 (W.D. Pa. 2019) (citing In re Allergan ERISA Litig., 2018 WL 8415676, at *7 (D. N.J. July 2, 2018); Rinehart v. Lehman Bros. Holdings Inc., 817 F.3d 56, 68 (2d Cir. 2016)). Therefore, because Plaintiffs’ underlying claims at Count I will be dismissed, their derivative failure to monitor derivative claim at Count II fails. Accordingly, Defendants’ Motion to Dismiss Count II will be granted. C. Amendment Futility While Plaintiffs have not requested leave to amend, the Court will briefly address the dismissal of Plaintiffs’ Second Amended Complaint. As noted above, the Second Amended Complaint is Plaintiffs’ third attempt to state a plausible claim under ERISA. Despite 54 pages and 174 paragraphs, the Second Amended Complaint primarily leans on legal conclusions that read like a legal primer on ERISA fiduciary duties. However, such does not substitute for sufficient factual allegations to satisfy either the Twombly/Iqbal or Sweda standard. As Plaintiffs have had three bites of the apple, granting any further leave to amend would be inequitable. As such, no leave to amend will be granted. Accordingly, the Court will grant Defendants’ Motion to Dismiss. Plaintiffs’ Second Amended Complaint will be dismissed. A separate order will follow. DATED this 18" day of August, 2022. BY THE COURT: United States District Judge