Moderator:

- Amy Reynolds, Partner, Mercer

Speakers:

- Mary Nell Billings, Director, Retirement Benefits, the Americas, Hilton

Worldwide

- Jaime Erickson, Executive Director, Retirement Benefit Plans,

NBCUniversal/Comcast

- Marla Kreindler, Partner, Morgan Lewis & Bockius LLP

You’ve got your plan’s fee information. What’s the next step?

Special thanks to our Diamond Sponsor

When was the last time you benchmarked your plan’s administration fees?

1. Benchmarking this year

2. Benchmarked in 2013

3. Benchmarked in 2012

4. Benchmarked before 2012

5. Haven’t benchmarked fees in recent memory

Mary Nell BillingsDirector, Retirement Benefits, the Americas

Who Are We?

• Leading global hospitality company

• Over 90 year commitment to excellence in service

• Hilton’s Mission - We will be the preeminent global hospitality

company – the first choice of guests, team members, and owners

• More than 4,000 hotels in 90 countries

• 64,700 domestic employees

– 9,200 exempt & 55,500 non-exempt

• Our 10 brands range from luxury hotels/resorts to mid-priced

hotels/extended-stay suites

Hilton Worldwide 401(k) Plan

• Safe Harbor Plan

• Company match - 100% on the 1st 3% / 50% on the next 2%

• $1.1 Billion Assets

– Tier 1 - Target Date (Active)

– Tier 2 - Passive & Active Core Options ( 11 total)

– Tier 3 - Brokerage Window

• 42% Participation Rate

• 36,600 Eligible Team Members; 1,400 HCEs

• 1 loan allowed (previously 2) since August 2012

2012 - 8,400 loans 2013 - 6,300 loans

Best Practices Implemented

• Bid administrative fees on a per participant basis

• Benchmarked and negotiated:

– Recordkeeping and investment fees separately

– Investment fees regularly; vehicle and asset size

– Recordkeeping and trustee fees reviewed

• Be a good fiduciary:

– Participants and beneficiaries come 1st

– Monitor actual fees against contracts

– Review services annually

– Identify opportunities to reduce administrative costs

Current Focus

• Monitoring of revenue sharing arrangement

• On-going management of ERISA Spending account

• Evaluation of participant fee methodology

• Review content of fee policy and expand to include additional

guidelines

• Oversight of “covered providers”

• Continued monitoring of administrative and investment

management fees via a documented ongoing process

Biggest Take Away

Not a Destination But a Journey

Comcast/NBCUniversal

Jaime EricksonExecutive Director, Retirement Benefit Plans

Who We Are –

Growth Through Acquisition

Employee Base

EligibleEmployees

Average age

Customer Care

22,562 39.4

Tech 33,553 40.3

Other 20,603 42.5

NBCU 16,918 40.5

Total US 93,634 40.6

NBCUniversal Properties

Comcast 401(k) Plan• Safe Harbor Plan

• Company Match:

– 4.5% Match, plus additional 3% Retirement Contribution for

NBCUniversal employees

• $5.4 Billion Assets

– Tier 1 - Target Date (Passive)

– Tier 2 - Passive Options (3 total)• S&P 500, Small Cap and International

– Tier 3 - Active Options ( 6 total)• Stable Value, Total Return, Aggregate Bond, Small/Mid Cap, Large Cap, and International

– Plus Company Stock, for a total of 11 investment fund options

• 82% Participation

• Auto Enrollment and Auto Increase

• 1 Loan Option

Best Practices Implemented

• Increased Auto-Enrollment Rate from 2% to 3%, effective

1/1/2013

• Implemented 1% Auto-Increase, capping at 10%, effective

1/1/2013

• Eliminated Revenue Share, effective 10/1/2012

– Participants pay quarterly recordkeeping fee

• Reduced Investment Fund Options and added Multi-Manager

and White Label Funds, effective 10/1/2012

• Created Master Trust, effective 10/1/2013, so underlying plans

can benefit from reduced investment management fees

• Annual fiduciary training for all committee members

Special thanks to our Diamond Sponsor

How are administrative fees (excluding participanttransaction fees like loan and withdrawal fees) paid?

1. Plan sponsor pays all fees (no revenue sharing)

2. Revenue sharing pays all fees

3. Revenue sharing pays a portion of administrative fees, remainder are paid by plan sponsor

4. Revenue sharing pays a portion of administrative fees, remainder are paid directly by participants

5. No revenue sharing; participants pay all fees directly

Special thanks to our Diamond Sponsor

If participants pay a portion of the administrative fees beyond revenue sharing, how are they paid?

1. Dollar amount charged against participant accounts

2. Asset based charge applied against funds

3. Neither

Morgan Lewis & Bockius LLPMarla Kreindler, Partner

Legal Considerations:

Think top down, bottom up analysisTop down:

1. What do the plan’s governing instruments provide?

- Plan and trust documents

- Investment policy

- Fee and expense policies

- Provider agreements

2. Are governing documents consistent? Are amendments

required?

3. What has the named fiduciary reviewed?

4. What has been disclosed to participants?

5. How good are your records of decisions made?

Legal Considerations:

Think top down, bottom up analysisBottom up - Review the types of fees paid to providers:

1. Administration Expenses

- Plan level expenses

- Participant level expenses

2. Investment Option Expenses

- Annual operating expenses (advisory fees, custody & admin.)

- Transaction expenses (Brokerage fees, commissions, F/X)- Wrap fees or spreads on stable value products

- AFFEs (Acquired Fund Fees & Expenses)

3. Other types of compensation

- Revenue sharing

- Indirect compensation (float, error correction, soft dollars)

- Managed accounts or other services?

Coordinate process with legal need

Create checklist of responsibilities for 404(a) disclosures:

1. Obtain information from providers

2. Collect and collate information received

3. Cross check against plan documents and provider agreements

4. Create participant communication(s)

- Review provider templates against plan practices – what is

unique about your plan?

- Address other required information

5. Communicate finished product to participants

6. Update information and communications

Who can best assist with each step? Do the governance structure,

process, contracts and plan record reflect desired allocation of duties?

Coordinate process with legal need

Who should own responsibility for fee reviews?

- Admin vs. investment committees?

- Named fiduciaries vs. consultants vs. investment

managers?

- Example: Custom white label investment options - Who

is/are the “responsible plan fiduciary/ies”?

Does the governance structure, contracts, process and plan

records reflect the desired allocation of responsibilities?

Special thanks to our Diamond Sponsor

Do you have a fee policy statement?

1. Yes

2. No; Committee expects to develop one this year

3. No; Committee not in favor of having a fee policy

4. No; Committee hasn’t considered creating a fee policy