Tinicum Incorporated

Allegations: THE COMMISSIONER OF THE DEPARTMENT OF INSURANCE SERVED THE DIRECTORS OF STANDARD LIFE INSURANCE COMPANY OF INDIANA ("STANDARD LIFE") AND ITS PARENT COMPANY, CAPITAL ASSURANCE CORPORATION ("CAC"), INCLUDING MR. HENDON, WITH A LAWSUIT ALLEGING THAT THE DIRECTORS BREACHED THEIR FIDUCIARY DUTIES IN THEIR SELECTION OF THE INVESTMENT ADVISOR TO STANDARD LIFE, AND BREACHED THEIR FIDUCIARY DUTIES IN CONNECTION WITH THEIR ROLE IN STANDARD LIFE'S INVESTMENT ACTIVITIES AND OFFERING OF INSURANCE POLICIES. Status: Final Summary: MR. HENDON SERVED AS A DIRECTOR OF STANDARD LIFE AND CAC, AND AS A MEMBER OF CAC'S ASSET/LIABILITY MANAGEMENT COMMITTEE (THE "ALM COMMITTEE") FOR THE BENEFIT OF CERTAIN OF THE FUNDS MANAGED BY REGISTRANT. IN THE THIRD QUARTER OF 2008, AS A RESULT OF LOSSES SUFFERED IN STANDARD LIFE'S FIXED INCOME PORTFOLIO, STANDARD LIFE'S CAPITAL BASE WAS REDUCED TO A LEVEL THAT UNDER INDIANA DEPARTMENT OF INSURANCE REGULATIONS REQUIRED THE COMMISSIONER TO TAKE ACTION. ON DECEMBER 17, 2008, AFTER FAILING IN EFFORTS TO RAISE ADDITIONAL CAPITAL, STANDARD LIFE ENTERED INTO A CONSENSUAL ORDER OF REHABILITATION - EFFECTIVELY TURNING CONTROL OF THE COMPANY OVER TO THE STATE. IN NOVEMBER 2010, ONE WEEK PRIOR TO THE EXPIRATION OF THE INSURANCE POLICY THAT PROVIDED DIRECTORS AND OFFICERS COVERAGE, THE COMMISSIONER OF THE DEPARTMENT OF INSURANCE SERVED THE DIRECTORS WITH THE LAWSUIT DESCRIBED HEREIN. MR. HENDON AND THE SUPERINTENDENT OF THE DEPARTMENT OF INSURANCE HAVE EXECUTED A SETTLEMENT TERMINATING THE LITIGATION. THE SETTLEMENT AGREEMENT PROVIDES FOR THE DISMISSAL OF THE ACTION, WITH PREJUDICE, AND WITHOUT ANY ADMISSION OF LIABILITY ON THE PART OF MR. HENDON OR ANY OF THE DIRECTORS AND OFFICERS OF STANDARD LIFE AND CAC. THE SETTLEMENT AGREEMENT WAS REACHED ON BEHALF OF ALL DIRECTORS AND OFFICERS OF STANDARD LIFE AND CAC AND PROVIDES FOR A ONE-TIME SETTLEMENT PAYMENT BY THE INSURANCE COMPANY, MADE ON BEHALF OF ALL SUCH DIRECTORS AND OFFICERS, INCLUDING MR. HENDON. THE COURT ACCEPTED THE SETTLEMENT AND DISMISSED THE LITIGATION, WITH PREJUDICE, ON APRIL 5, 2017.