Full opinion text
MEMORANDUM OPINION Emmet G. Sullivan, United States District Judge This case places the Court in the unenviable position of enforcing a five-year-old bargain that nobody likes. The bargain at issue is not any old contract; rather, it is a settlement agreement that resolved a major civil-rights class action, was approved by the Court in accordance with -the Federal Rules of Civil Procedure, and was made final by that approval and the lack of appeal therefrom. The story that led this case to its current posture is as unique as it is disappointing. In brief, the $680,000,000 in damages that were awarded under the settlement agreement was intended to ■ compensate Native American farmers who alleged that the United States Department of Agriculture discriminated against them -personally. The agreement created a claims process for distributing this money, but the claims process failed and $380,000,000 remains undistributed. The scope of this failure is monumental; the reasons for it remain unclear. The agreement was finalized before the claims process began, so no one anticipated such a large amount of excess funds. But the parties did anticipate that some money might be leftover, so they included in their settlement agreement a cy pres provision, which directs that all leftover funds be distributed in equal shares to a group of charities that serve Native Amer-ican farmers and ranchers that were to be chosen by Class Counsel. Now, faced with the prospect of over half of the plaintiffs’ damages being distributed in equal shares to charities nominated by Class Counsel, many class members regret, that part of them agreement and want to change it. Principal among those class members is Marilyn Keepseagle, who has asked the Court to modify the agreement to create a renewed claims process to' distribute more of the money to individual class members. Others, including Class Counsel, ask to modify only the charitable-distribution procedures to accommodate the large amount of money to be distributed by: (1) allowing it to be distributed in unequal shares scaled to an organization’s capacity; (2) spreading the distribution over twenty years; and (3) placing distribution decisions in the hands of a trust run by Native American leaders. Unless there is a legal basis for this Court to modify the agreement, the Court must enforce the agreement reached in 2011. Doing so would frustrate all parties’ goals. Contrary to the Keepseagles’s wishes, the funds would remain entirely for charitable distribution. Contrary to the goals of Class Counsel and the government, that charitable distribution would be pursuant to the arguably inefficient procedures that were designed to handle a much smaller amount of money. This result could be viewed as both unjust and inefficient. Over half of the class’s damages would be distributed to third parties, despite the relative ease with which class members could be identified, the claims process reopened, and previously successful claimants permitted to prove that they suffered damages in excess of the compensation they have obtained. The Court’s role is not to craft a new compromise based upon the Court’s own views about the appropriate amount of compensation due to class members who alleged decades-long, and, in many cases, life-altering discrimination at the hands of their federal government. Nor is it to create a preferred process for distributing the funds to charity. Before the Court is a simple question: Are any of the narrow circumstances in which a court’s final judgment may be modified present in this case? The avenues proposed by the parties for unilateral modification — Class Counsel’s attempt to realign the charitable-distribution procedures pursuant to Federal Rule of Civil Procedure 60(b)(5), and the Keep-seagles’s attempt to reopen the claims process pursuant to the legal doctrine governing unclaimed funds as well as Rules 60(b)(5) and 60(b)(6) — are simply inapplicable, as the Court discusses in detail in Parts II.A and II.B of this Opinion. Absent a way to modify the agreement unilaterally, the parties must come to a consensus themselves, which their settlement agreement defines as “the written agreement of the Parties.” As the Court finds in Part II. C, this language requires more than the agreement of Class Counsel and the government, over the objection of at least one class representative and many class members, which is what is presented by Class Counsel’s proposed modification. It. also requires more than an alignment between Class Counsel, the class representatives, and members of the class, who would all prefer that the mpney be distributed directly to class members. Because there is no consensus within the meaning of the agreement, and because the parties’ proposals for unilateral modification are legally insufficient, the Court DENIES both pending motions for modification of the settlement agreement. The Court expects that there will be review of the legal conclusions reached in this Opinion by appellate courts. Upon resolution of appellate proceedings, if this Court’s legal conclusions are undisturbed, the Court will grant the Parties a period of time to negotiate an agreement that they may jointly present to the Court. Before beginning its legal analysis, the Court makes some observations regarding the government’s arguments. The government has chosen to oppose any modification of the settlement agreement that would alter the cy pres nature of the funds in any way, based upon concerns that class members might receive a “windfall” in excess of the damages they suffered and that reopening the claims process would undermine the government’s interest in the finality of court judgments. The Executive Branch’s narrow position today stands in stark contrast to the messages of respect and reconciliation it expressed upon the settlement of this case. Upon announcement of the settlement in 2010, the President issued the following statement: Today, the Department of Agriculture and the Department of Justice announced a settlement agreement with the plaintiffs in the Keepseagle class action lawsuit. This suit was originally filed in 1999 by Native American farmers alleging discrimination in access to and participation in USDA’s farm loan programs. With today’s agreement, we take an important step forward in remedying USDA’s unfortunate civil rights history. I applaud Secretary Vilsack and Attorney General Holder for their hard work to reach this settlement — a settlement that helps strengthen the nation to nation relationship and underscores the federal government’s commitment to treat all citizens fairly. Statement by the President on Settlement Agreement in the Native American Farmers Lawsuit Against USDA, White House Office of the Press Secretary (Oct. 19, 2010), https://www.whitehouse.gov/the-press-office/2010/10/19/statement-president-settlement-agreement-native-american-farmers-lawsuit. A statement issued by Secretary Vilsack and then-Attorney General Holder expressed similar sentiments: “Today’s settlement can never undo wrongs that Native Americans may have experienced in past decades, but" combined with the actions we at USDA are taking to address such wrongs, the settlement will provide some measure of relief to those alleging discrimination,” Vilsack said. “The Obama Administration is committed to closing the chapter on an unfortunate civil rights history at USDA and working to ensure our customers and employees are treated justly and equally.” “The settlement announced tó'day will allow USDA and the Native American farmers involved jn the lawsuit to move forward and focus .on the, future,” said Attorney General Holder. Under Secretary Vilsaek’s leadership, USDA is working to address past civil rights complaints and today’s announcement is a major step in that effort. The Secretary and his leadership team are committed to addressing allegations of discrimination, and shortly after he took office he sent a memo to all USDA employees calling for “a new era of civil rights” for the Department. Agriculture Secretary Vilsack and Attorney General Holder Announce Settlement Agreement with Native American Farmers Who Claim to Have Faced Discrimination by USDA in Past Decades, USDA Office of Communications (Oct. 19, 2010), http:// www.usda.gov/ wps/portal/usda/usdame-diafb?contentid=2010/10/0539.xml & printable=true & contentidon!y=true. The Court is sympathetic to the government’s legal argument that the settlement is a final judgment and that respect for final judgments is a cornerstone of our legal system. Indeed, that argument ultimately binds the Court. That is the Court’s role: To resolve legal disputes, not make policy decisions, even when the law' dictates a result the Court may disfavor. The Executive Branch, however, has a broader role: To defend itself in litigation, for sure, but also to seek justice on a broader stage. It is for that reason, the Court presumes, . that the govéroment sometimes settles cases that implicate deep-seated interests of justice, even where the government’s legal defense may be relatively strong. This case was. not an abstract legal dispute. It was a major class-action seeking to remedy what many felt was the latest chapter in the federal government’s sordid history of, mistreating Native "Americans. The statements of the President, Secretary Vilsack, and then-Attorney General Holder make clear that the government in 2010 understood this dimension of the case. The government’s position lately evinces a failure to grapple with that dimension. The government would do well to remove its legalistic blinders. The result is- that $380,000,000 of taxpayer funds is set to be distributed inefficiently to third-party groups that had 'no legal claim against the government. Although a $380,000,000 donation by the federal government to charities serving Native American farmers and ranchers might well be in the public interest, thé Court doubts that the judgment fund from which this money came was intended to serve such a purpose. The public would do well to ask why $380,000,000 is being spent in 'such a manner. Because these considerations move beyond the realm of the law and into the realm of politics and policy, this Court can only make observations, bound as it is to the final judgment in this case and the narrow legal doctrines foi’ modifying a final judgment. This Court has confronted an analogous situation before and its words are equally applicable here: “Were this Court empowered to judge by its sense of justice) the heartbreaking accounts of’ life-altering discrimination suffered by members of the class at the hands of their federal government “would be more than sufficient justification for granting all the relief that they request.” Roeder v. Islamic Republic of Iran, 195 F.Supp.2d 140, 145 (D.D.C.2002). As in Roeder, however, the authority to grant such relief lies with another branch of government and “[t]he political considerations that must be balanced prior to such a decision are beyond both the expertise and the mandate of this Court.” Id. I. Background A. The Case is Hard Fought from 1999 to 2010. On November 24, 1999, the plaintiffs filed this lawsuit against the Secretary of Agriculture on behalf of a class of Native American farmers and ranchers who applied to the United States Department of Agriculture’s farm loan and benefits programs between January 1, 1981 and November 24, 1999. The plaintiffs alleged that the Department of Agriculture discriminated against them in a variety of ways in connection with these applications and its treatment of complaints of discrimination arising therefrom. The plaintiffs alleged that these actions violated the Equal Credit Opportunity Act, 15 U.S.C. § 1691e; the Administrative Procedure Act, 5 U.S.C. § 706(2)(A), and Title VI of the Civil Rights Act of 1964; 42 U.S.C. § 2000d, et seq. On December 12, 2001, this Court granted in part the plaintiffs’ motion for class certification. See Keepseagle v. Veneman, No. 99-3119, 2001 WL 34676944 (D.D.C. Dec. 12, 2001). ‘Upon finding-that-the requirements of Federal Rule of Civil Procedure 23 had been met, the Court: [C]ertifie[d] the following class for plaintiffs’ claims for declaratory and injunc-tive relief pursuant to Fed.R.Civ.P. 23(b)(2): All Native-American farmers and ranchers, who (1) farmed or ranched between January 1, 1981 and November 24, 1999; (2) applied to the USDA for participation in a farm program during that time period; and (3) filed a discrimination complaint with the USDA individually or through a representative during the time period. Id. at *15. The Court did not address certification of plaintiffs’ claims for monetary relief: Without a developed factual record and without clear representation of subclasses, it is impossible for the Court to make a finding that claims for individual compensatory relief will destroy the class cohesion. Similarly, the Court can not ascertain whether, should it permit class certification on plaintiffs’ claims for all forms of requested relief, the claims for monetary damages would overshadow those for declaratory and injunctive relief. ' Id. at *14. Accordingly, the Court stated that it would consider certification of the plaintiffs’ monetary claims “in- the event that, after the- completion of discovery and the identification .of appropriate sub-class representatives, plaintiffs are able to demonstrate to the Court the existence of a class properly certifiable as a hybrid class or pursuant to Rule 23(b)(3).” Id. The D.C. Circuit, declined the government’s petition for interlocutory review of the Court’s class-certification order. See In re Veneman, 309 F.3d 789 (D.C.Cir.2002). For nearly ten years, the parties engaged in extensive and contentious discovery and-motions practice. r A recounting’of the full history of this phase is unnecessary at this time, but this nearly decade-long battle resulted in a narrowing of the plaintiffs’ claims. The Court granted in part a motion for judgment on the pleadings, dismissing the plaintiffs’ Title VI claim, which.the plaintiffs had ultimately conceded was barred by the law in this jurisdiction at that time. See Opinion & Order, ECF No. 275. Plaintiffs filed a series of -Amended Complaints, and ultimately rested in their Eighth Amended Complaint on their Equal.Credit Opportunity Act claim. Eighth Am. Compl, ECF No. 460 ¶¶ 131-36. Discovery on this claim was completed by November 2009. With certification of the plaintiffs’ monetary claims still a hotly contested issue, the parties jointly sought to stay briefing on December 3, 2009, representing that “given the current status of the litigation, settlement discussions are appropriate at this time.” Joint Mot. to Stay, ECF No, 548 at 2. The case was in settlement discussions for most of 2010. B. The Parties Reach a Settlement Agreement. On October 19, 2010, the parties informed the Court that they had reached a settlement. See Notice, ECF No. 570. Three days later, the plaintiffs moved for preliminary approval of that settlement. See Mot. for Prelim. Approval-, ECF No. 571. In connection with this motion, the plaintiffs noted that their expert witness had come to a conclusion that the damages suffered by the class were approximately $776,000,000, making the $680,000,000 settlement award nearly 90% of the plaintiffs’ estimated total damages. See Pis.’ Suppl. Br., ECF No. 572 at 4. On November 1, 2010, the Court granted preliminary approval of the settlement. See Order, ECF No. 577. In so doing, the Court affirmed its prior certification of the class’s injunctive claims and also certified the class’s claims for monetary relief under Federal Rule of Civil Procedure 23(b)(3). See id. at 2. The Court also approved the parties’ plan for disseminating notice of the Agreement, required that objections to the Agreement and requests to opt out be postmarked by no later than February 28, 2011, and scheduled a fairness hearing for April 28, 2011. See id. at 3. The relevant provisions of the settlement agreement were described in a prior Opinion of this Court: The Agreement created a Compensation Fund (“the Fund”) of $680,000,000 “for the benefit of the Class.” [Agreement, ECF No. 621-2] HVII.F (p. 7). The Fund was to be used in part to cover the attorney-fee award and individual awards to those who served as class representatives. See id. Primarily, however, the Fund would “pay Final Track A Liquidated Awards, Final Track A Liquidated Tax Awards, Final Track B Awards, and Debt Relief Tax Awards, to, or on behalf of, Class Members pursuant to the Non-Judicial Claims Process.” Id. The Agreement described how leftover funds, if any, would be disbursed: “In the event there is a balance remaining ... the Claims Administrator shall direct any leftover funds to the Cy Pres Fund.” Agreement ¶ IX.F.9 (p. 37). “Class Counsel may then designate Cy Pres Beneficiaries to receive equal shares of the Cy Pres Fund.” Id. These designations “shall be for the benefit of Native American farmers and ranchers.” Id. The Agreement made eligibility as a recipient contingent upon being “recommend[ed] by Class Counsel and approved] by the Court.” Id Potential recipients were also only “nonprofit organizations], other than a law firm, legal services entity, or educational institution, that has provided agricultural, business assistance, or advocacy services to Native American farmers between 1981 and [November 1, 2010].” Id. ¶ II.I (pp. 6-7). The Class received notice of all relevant provisions of the Agreement. The Claim Form provided to potential claimants contained a section that required the claimant to acknowledge that “[y]ou ... forever and finally release USDA from any and all claims and causes of action that have been or could have been asserted against the Secretary by the proposed Class and the Class Members in the Case arising out of the conduct alleged therein.” Ex. C to Agreement, ECF No. 576-1 at 68. The Agreement, moreover, provided that the Class “agrees to the dismissal of the Case with prejudice.” Id. ¶ VI.A (p. 15). The Claim Form also notified Track A claimants that they would be “eligible for ... [a] cash award up to $50,000.” Ex. C to Agreement, ECF No. 576-1 at 63. The Notice that was sent to the Class similarly described the $50,000 maximum under Track A and the fact that participation would result in a resolution of the individual’s legal claim, and stated that “[i]f any money remains in the Settlement Fund after all payments to class members and expenses have been paid, then it will be donated to one or more organizations that have provided agricultural, business assistance, or advocacy services to Native Americans.” See Ex. I to Agreement, ECF No. 576-1 at 87, 88, 92. Keepseagle v. Vilsack (“Keepseagle I”), No. 99-3119, 307 F.R.D. 233, 237, 2014 WL 5796751, at *2 (D.D.C. Nov. 7, 2014) (alterations in original). The Court has also summarized the proceedings that followed: On March 18, 2011, Class Counsel filed copies of thirty-five letters raising objections to the Agreement. See Notice, ECF No. 585. Class Counsel filed their motion seeking final approval of the Agreement, which also responded to those objections, on April 1, 2011. See Mot. for Final Approval, ECF No. 589. Only two written objections related to cy pres. See id. at 62-63. One objector requested that his organizations be granted cy pres funds. See Kent Objection, ECF No. 585-2 at 7-8. Class Counsel noted that this request was premature. See Mot. for Final Approval, ECF No. 589 at 62. Another objector indicated his preference that excess funds be used for outreach purposes and not be limited to groups that already existed in 1981. See Givens Objection, ECF No. 585-4 at 19-20. Class Counsel noted that this desire was entirely consistent with the existing cy pres provisions. See Mot. for Final Approval, ECF No. 589 at 62-63. The Court held a fairness hearing on April 28, 2011. See Minute Entry of April 28, 2011. The issue of cy pres was not raised by any objector. See generally Transcript of April 28, 2011 Fairness Hearing, ECF No. 609. After hearing from all who attended the fairness hearing, the Court found that the Agreement was fair and reasonable and approved it pursuant to Federal Rule of Civil Procedure 23(e). See Order, ECF No. 606. No appeal was filed from the Court’s approval of the Agreement. Id. at 238, 2014 WL 5796751, at *3. C. The Settlement Fund is Distributed, Leaving $380,000,000 Leftover. By design under the Agreement, the Court was largely uninvolved in the distribution process that followed final approval of the Agreement, with one exception. Over the course of the distribution, a handful of potential claimants petitioned this Court for relief from allegedly erroneous determinations made during, the Non-Judicial Claims Process. See Smith Mot. to Intervene, ECF No. 622; LaBatte Mot. to Intervene, ECF No. No. 635; Jones Mot. to Intervene, ECF No, 693. The Court rejected these requests for similar reasons. See Order Denying Smith Mot., ECF No. 633; Order Denying LaBatte Mot., ECF No. 692; Order Denying Jones Mot,, ECF No. 720. • . . Because this case had settled, the Court’s jurisdiction was limited. See Order Denying LaBatte Mot., ECF No. 692 at 7-8. The putative intervenors had to rely on the Court’s ancillary jurisdiction, but “[ajncillary jurisdiction ... is a relatively limited source of jurisdiction[,] aris[ing]: ‘(1) to permit disposition by a single court of claims that are, in varying respects and degrees, factually interdependent ... and (2) to enable a court to function successfully, that is, to manage its proceedings, vindicate its authority, and effectuate its decrees.’ ” Id. at 8 (quoting Kokkonen v. Guardian Life Ins. Co., 511 U.S. 375, 379-80, 114 S.Ct. 1673, 128 L.Ed.2d 391 (1994)). Neither criterion was satisfied, however. The first was inapplicable because the facts alleged by each putative intervenor—erroneous determinations during the Non-Judicial Claims Process—were distinct from the underlying claims of discrimination. See, e.g., id. The second was inapplicable because “ ‘[district courts enjoy no free-ranging ‘ancillary’ jurisdiction to enforce consent decrees, but are instead constrained by the terms of the decree and related order.’ ” Id. at 8-9 (quoting Pigford v. Veneman, 292 F.3d 918, 924 (D.C.Cir.2002)). “The Agreement sharply limits the circumstances under which the Court may exercise jurisdiction,” and although the Court retained jurisdiction “ ‘to supervise the distribution of the Fund and to ensure that Debt Relief Awards issued by the Track A and Track B Neutrals are applied by USDA,’ ” “that provision is limited by a more specific provision of the Agreement precluding the Court from reviewing any ‘Claim Determinations, and any other determinations made under th[e] Non-Judicial Claims Process.’” Id. at 9 (quoting Agreement, ECF No. 621-1 ¶¶ Y.A.7 (p. 40), IX.A.9 (p. 19)). These provisions, the Court held, áre reconciled by “foreclosing] judicial review of certain decisions as to who is entitled to receive an award, while permitting judicial supervision over distribution ■ of the Fund ... after those decisions have been made.” Id. (quoting Order Denying Smith Mot., ECF No. 633 at 8). The Court previously described what occurred at the end of the distribution process: On August 30,2013 Class Counsel filed a status report, notifying the Court that nearly all distributions from the Fund had been made and approximately $380,000,000 remained leftover. See Status Report, ECF No. 646 at 3. Class Counsel asserted that this “rendered] some of the conditions for cy pres distribution impractical.” Id. at 5. Class Counsel also outlined a potential modification of the Agreement, which would have involved the endowment of a new foundation “which could fund nonprofit organizations serving the needs of Native American farmers and ranchers.” Id. at 8. The Department of Agriculture opposed this proposal. See Response to Status Report, ECF No. 649. , The filing of the August 30, 2013 status report prompted the [Choctaw Nation of Oklahoma and its affiliated Jones Academy Foundation] and [a group of class members calling themselves the] Great Plains Claimants to move to intervene. See Mot. to Intervene, ECF No. 647; Mot. to Intervene, ECF No. 654. These motions, however, sought to intervene in proceedings that did not yet exist. No one had proposed any modification to the Court and the hypothetical proposal outlined by Class Counsel was opposed by the defendant. Accordingly, the Court allowed the parties additional time to come to an agreement on whether and how to modify the Agreement. On September 24, 2014, Class Counsel filed an unopposed motion to modify the Agreement. See Mot. to Modify, ECF No. 709. The modification proposes that 10% of the Cy Pres Fund be distributed immediately to non-profit organizations “proposed by Class Counsel and approved by the Court” that must also meet the following criteria: (1) they must have “provided business assistance, agricultural education, technical support, or advocacy services to Native American farmers or ranchers between 1981 and November 1, 2010 to support and promote their continued engagement in agriculture”; and (2) they must be “either a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue Code ... educational organization described in Section 170(b)(l)(A)(ii) of the Code; or an instrumentality of a state or federally recognized tribe, including a non-profit organization chartered under the tribal law. of a state or federally recognized tribe, that furnishes assistance designed to further Native American farming or ranching activities.” Proposed Addendum to Agreement, ECF No. 709-2 ¶ II.A. The modification utilizes the remainder of the Cy Pres Fund to create a trust “for the purpose of distributing the cy pres funds” which “shall seek recognition as a non-profit organization under § 501(c)(3).” Id. ¶ II.B. The trust would. be required “to distribute the funds over a period not to exceed 20 years” and would be charged with disbursing the funds to “not-for-profit organizations that have served or will serve Native American farmers and ranchers.” Mot. to Modify, ECF No. 709-1 at 1. The Trust would be authorized to make grants subject to the following restrictions: (i) “grants must be to a tax-exempt organization . described in Section 501(c)(8) of the Code; educational organization described in Section 170(b)(l)(A)(ii) of the Code; or an instrumentality of a state or federally recognized tribe, including a non-profit organization chartered under the tribal law of a state or federally recognized tribe, that furnishes assistance designed to further Native American farming or ranching activities”; and (ii) “the organization must use the funds to provide business assistance, agricultural education, technical support, and advocacy services to Native American farmers and ranchers, including those seeking to become farmers or ranchers, to support and promote their continued engagement in agriculture.” Proposed Addendum to Agreement, ECF No. 709-2 ¶ II.B. Shortly before the motion to modify the Agreement was filed, the Great Plains Claimants filed a renewed motion to intervene. See Second Great Plains Mot. to Intervene, ECF No. 705. On September 18, 2014, the Court denied without prejudice the earlier motions to in- ' tervene of the Great Plains Claimants and the Choctaw Movants and set a schedule for the briefing of renewed motions to intervene. See Minute Order of September 18, 2014. The Choctaw Mov-ants filed a renewed motion to intervene on October 1, 2014. See Second Choctaw Mot. to Intervene, ECF No. 714. Keepseagle I, 307 F.R.D. at 238-39, 2014 WL 5796751, at *3-4. D. The Court Denies Requests to Intervene. On November 7, 2014, the Court issued an Opinion denying both requests to intervene for lack of standing, which the Court found was a prerequisite for intervention as of right and for permissive intervention. See id. The Choctaw Movants lacked Article III standing “because any injury [they may face] will arise only if a multitude of speculative events occur.” Id. at 240, 2014 WL 5796751, at *6. Their purported economic injury was conjectural: “The Choctaw Movants have no existing involvement with the Cy Pres Fund. They have not received a cy pres distribution, been approved to receive one, or had their eligibility assessed. Accordingly, modification of the cy pres provision would not affect them in the direct ways described in the cases they cite.” Id. It was unclear whether they would even satisfy the requirements for obtaining a cy pres distribution under the existing agreement as the Choctaw Nation was a tribal government and “the Agreement does not include tribal governments as potential recipients of cy pres distributions.” Id. at 241, 2014 WL 5796751, at *7. In any event, the Choctaw Movants had not yet been recommended by Class Counsel to receive a distribution, which was “problematic for standing, as the Supreme Court is ‘reluctant to endorse standing theories that require guesswork as to how independent decisionmakers will exercise their judgment.’” Id. at 242, 2014 WL 5796751, at *8 (quoting Clapper v. Amnesty Int’l, — U.S. -, 133 S.Ct. 1138, 1150, 185 L.Ed.2d 264 (2013)). The Court also noted the “highly speculative” nature of predicting what amount the Choctaw Movants might receive if they were approved under the Agreement. See id. “These twin uncertainties — whether the Choctaw Movants would receive an award at all and, if so, how large an award they would receive — rendered] it highly speculative to assert that the proposed modification would harm them.” Id. At the same time, it was hypothetical at best to say that the procedures as modified would harm, rather than help, the Choctaw Movants’s ability to receive a cy pres distribution and to say whether they would be likely to receive a larger or smaller amount if they were approved. See id. Finally, the Court rejected the argument that the Choctaw Movants would suffer a lost opportunity to compete, as they “lose no opportunity to compete under the modification” and their ability to compete under the original Agreement appeared to be “illusory.” Id. The Choctaw Movants also independently lacked prudential standing because they sought to “assert a legal right to compete under the existing procedures for cy pres distribution that were created by a settlement (which has nothing to do with them), to be distributed for the benefit of a class (of which they are not a part), to remedy claims of discrimination (which they did not suffer).” Id. at 243-44, 2014 WL 5796751, at *9. “In doing so, they assert rights under the Agreement that do not belong to them.” Id. Because the Choctaw Movants could not show that they were in any way intended beneficiaries they could not seek to enforce rights purportedly created by that Agreement. See id. at 243-45, 2014 WL 5796751, at *9-10. The Court rejected their argument that the Agreement created a trust of which the Choctaw Movants were intended beneficiaries: Both the purpose of cy pres and the text of the Agreement itself “confirm[ed] that [the cy pres provision’s] purpose was geared toward the Class.” Id. at 245, 2014 WL 5796751, at *10. The Court also found that the Great Plains Claimants lacked Article III standing. Those individuals were all class members who had successfully pursued claims under the Agreement. See id. at 246-47, 2014 WL 5796751, at *12. Although none had objected to the cy pres provision when the Agreement was approved and none had filed an appeal from that approval, they sought to intervene to undo the cy pres provision, on the ground that they had a legally protected interest in the leftover funds. Id. The Court noted, however, that the class members had “intentionally satisfied their legal claims” by entering into the Agreement and thereby gave up any legal claim they may have had. See id. This Court also surveyed the law governing unclaimed settlement funds, which counseled strongly in favor of finding that “ ‘neither the class members nor the settling defendants have any legal right to unclaimed or excess funds.’ ” Id. (quoting Diamond Chem. Co. v. Akzo Nobel Chems. B.V., 517 F.Supp.2d 212, 217 (D.D.C. 2007)). Accordingly, the Court held: The Great Plains Claimants have received the full value of their claims pursuant to the Agreement and thereby fully satisfied those legal claims. The fact that their claims, if ultimately successful at trial, eould have resulted in higher damages awards changes nothing. As the Court emphasized during the April 28, 2011 fairness hearing: “There are risks in litigation as we all know. This case could have gone to trial, presumably, and the Plaintiffs not recovered anything. Class certification was not a foregone conclusion, and you’re aware, I’m sure, of other cases in this court, not before this judge, wherein class certification issues were not as successful as the class members would have liked .... So there were no guarantees that this case went forward at all.” Id. at 247-48, 2014 WL 5796751, at *13 (quoting Transcript of April 28, 2011 Fairness Hearing, ECF No. 609 at 24:9-18). In sum, the Court found that the Great Plains Claimants “cannot now claim a property right in funds that were intended to pay the claims of other class members who did not claim their award:’’ Id. The Choctaw Movants timely appealed the Court’s intervention decision. See Notice of Appeal, ECF No. ' 746. Their appeal remains pending before the D.C. Circuit, Keepseagle v, Vilsack, No. 15-5011 (D.C. Cir. filed Jan. 20, 2015), and they have indicated that they will not move to stay proceedings before this Court unless and until the Court grants any motion for modification of the Agreement. See Choctaw Mot. to Extend Deadline for Mot. to Stay, ECF No. 750 at 2. The Great Plains Claimants did not appeal the Court’s decision. E. Ms. Keepseagle Obtains Sepárate Counsel. Shortly before the Court issued its Opinion denying the motions to intervene, the Court scheduled a status hearing for December 2, 2014 and informed the parties that once the intervention issue was resolved, the Court would address the following issues: (1) whether the Court must direct notice to the Class and hold a fairness hearing pursuant to Federal Rule of Civil Procedure 23(e); (2) whether, if Rule 23 does not permit the.Court to require such notice and a hearing, the Court may nonetheless exercise discretion to direct notice to the class and to permit class members to give their thoughts on the proposed modification during a status hearing or motion hearing; and (3) what content and form any notice — whether required by Rule 23(e) or permitted by the Court’s discretion— should take. Minute Order of October 20, 2014. In advance of the December 2, 2014 status hearing, the Court’s staff was contacted by individuals on behalf of class representative Marilyn Keepseagle, who indicated that Ms. Keepseagle would attend the December 2, 2014 hearing, and requested an opportunity to be heard by the Court. ‘ A recent Opinion of this Court summarized what transpired next: The Court began the status hearing by permitting Ms. Keepseagle to speak. Ms. Keepseagle discussed her opposition to Class Counsel’s proposed modification and her support for a proposal under which the cy pres funds would instead be distributed to members of the class. See Transcript of Dec. 2, 2014 Hearing, ECF No. 756 at 5:12-8:5, 9:19-10:3. The Court responded: I’m not suggesting at all by any stretch of. the imagination that the theory has legal support. I don’t know. But I very clearly heard [Ms. Keepseagle] tell me in her words very eloquently, as she is, that she wants relief from this judgment which sounds like a Rule 60(b) motion. So, the thought then is, what should the Court do at this juncture to enable her to develop her theory? I’m not going to lose sight of the fact that she’s without individual counsel, from what I can' determine based on our brief discussion in open court. Id. at 12:25-13:18. Accordingly, the Court held further proceedings in abeyance, and granted Ms. Keepseagle time to secure legal representation. See id. at 22:4-9. ■ Keepseagle v. Vilsack (“Keepseagle II”), No. 99-3119, 102 F.Supp.3d 205, 209, 2015 WL 1851093, at *2 (D.D.C. Apr. 23, 2015). Ms. Keepseagle’s new attorneys entered their appearances on February 9, 2015 and indicated their desire to file two preliminary motions before proceeding to address the settlement-modification issue. See id. Over the objection of Class Counsel and the government, the Court set an expedited schedule for separate adjudication of those motions. See id. One motion sought “a Court Order removing Porter Holder and Claryca Mandan as class representatives” on the grounds that they were inadequate because they supported Class Counsel’s proposed modification, while the other motion sought “an Order compelling Class Counsel to produce certain materials” related to public gatherings at which Class Counsel discussed their proposed modification with members of the class. Id. On April 23, 2015, the Court denied both motions. See id. The Court found that Porter Holder and Claryca Mandan remained adequate class representatives because their position—while unpopular with many class members—was a principled outgrowth of their representation of the entire class and consideration of various litigation risks. See id. at 213-18, 2015 WL 1851093, at *5-8. In any event, the Court found that it would lack the authority to remove class representatives at this stage of litigation because Federal Rules of Civil Procedure 23(a)(4) and 23(c)(1)(C) do not “permit the Court to modify the class certification order in light of allegedly inadequate representation by a class representative ... where post-judgment actions will not affect class members’ legal rights.” Id. at 211, 2015 WL 1851093, at *3. This was such a situation, as “the class members in this case have no legal right to the Cy Pres Fund,” and thus “the proposed modification would not. implicate a class member’s legal right.” Id. at 213, 2015 WL 1851093, at *5. As for the motion to compel, the Court found that the Keepseagles failed to supply an appropriate legal basis for such discovery at this stage of proceedings. See id. at 217-22, 2015 WL 1851093, at *8-11. F. The June 29, 2015 Hearing and the Pending Modification Proposals. Having resolved all pending requests for intervention, Ms. Keepseagle’s representation status, and the preliminary motions filed by her counsel, the Court set a schedule for the simultaneous briefing of the Keepseagles’s motion to modify and Class Counsel’s motion to modify. See Order; ECF No. -771 at 1-2. The Court also scheduled a hearing on these motions for June 29, 2015. Se&.id. at 2. In anticipation of this hearing, the Court resolved the last preliminary issue: the applicability of Federal Rule of Civil Procedure 23(e). Agreeing with the government and Class Counsel, the Court found Rule 23(é) inapplicable to Class Counsel’s proposed modification. See Keepseagle v. Vilsack (“Keepseagle III”), No. 99-3119, 102 F.Supp.3d 306, 311-17, 2015 WL 1969814, at *4-8 (D.D.C. May 4, 2015). The Court first held that Rule 23(e) “applies only when a modification materially hinders á class member’s legal right.” Id. at 312, 2015 WL 1969814, at *4. This is so because the entire purpose- of Rule 23— and in particular Rule' 23(e)—is to provide procedural protections at various stages of class-action litigation to ensure that' the rights of absent class members are appropriately protected. See id. ■ Unless a proposed modification would hinder such a class member’s legal right in some way— whether by expanding the scope of the res judicata effect of the judgment or otherwise limiting the remedy available to a class member—there would be no need for such protections. See id. at 313-15, 2015 WL 1969814, at *5-6. The Court found— for reasons similar to its findings that the Great Plains Claimants lacked a legal interest in the Cy Pres Fund and that the Keepseagles could not remove class representatives at this stage of proceedings— that Class Counsel’s proposed modification would not have such an effect. See id. 314-16, 2015 WL 1969814, at *6-7. Notwithstanding this finding, the Court held that it had the authority, under both Rule 23 and the Agreement itself, to order Class Counsel to provide notice to the class of its motion to modify and of the June 29, 2015 hearing, and also to permit class members to speak during the hearing to provide their perspectives on the issue. See id. at 315-18, 2015 WL 1969814; at *7-9. The Court’s Order provided that class members could submit written comments to the Court’s chambers—which have been posted on the docket—and could also speak during the June 29, 2015 hearing. See Order, ECF No. 775. The June 29, 2015 hearing lasted the entire day in the Court’s Ceremonial Courtroom. After hearing extensive argument from counsel, the Court was able to hear oral statements from all individuals who wished to give them. See generally Transcript of June 29, 2015 Hearing, ECF No. 806. Many individuals spoke in favor of a proposal akin to Ms. Keepseagle’s, under which the excess funds would be distributed to class members directly. Many also shared the heart-wrenching stories of discrimination they allegedly suffered at the hands of the federal government, and the lasting effects of that discrimination. The motions for modification of the settlement agreement are now ripe for resolution. As described above, Class Counsel seeks a modification of the procedures for the cy pres distribution, and the government does not oppose that motion. See Class Counsel Mot., ECF No. 709. The Keepseagles request a modification that would either provide pro rata distribution to class members who were successful under the initial Claims Process or, in the alternative, provide for a second claims period for those who were not successful under the original process and then distribute the remainder pro rata to all who were successful in either round of the distribution process. See Keepseagle Mot., ECF No. 779. The Court has received amicus curiae briefs from three groups— (1) the Association of American Indian Farmers, (2) the Great Plains Claimants, and (3) the Indian Land Tenure Foundation and Intertribal Agriculture Council. See Assoc, of Am. Indian Farmers Br., ECF No. 740; Great Plains Claimants Br., ECF No. 784; Indian Land Tenure Br., ECF No. 787. Finally, the Court has received extensive correspondence from class members and others expressing their views on the proposals. II. Analysis The Court begins with the undisputed proposition that the Agreement is a final judgment. As this Court has noted on two recent occasions, “[a]n agreement between the parties dismissing all claims is the equivalent of a decision on the merits and thus claims settled by agreement are barred by res judicata.” Chandler v. Bernanke, 531 F.Supp.2d 193, 197 (D.D.C. 2008); see Keepseagle II, 102 F.Supp.3d at 212-18, 2015 WL 1851093, at *4; Keepseagle I, 307 F.R.D. at 246-47, 2014 WL 5796751, at *12. The Supreme Court has made this issue clear with regard to consent decrees similar to the Agreement in this ease. “A consent decree no doubt embodies an agreement of the parties and thus in some respects is contractual in nature. But it is an agreement that the parties desire and expect will be reflected in, and be enforceable as, a judicial decree that is subject to the rules generally applicable to other judgments and decrees.” Rufo v. Inmates of Suffolk Cnty. Jail, 502 U.S. 367, 378, 112 S.Ct. 748, 116 L.Ed.2d 867 (1992); see also Pigford, 292 F.3d at 923 (treating a settlement of a very similar case involving the claims of African-American farmers under Rufo’s standard for consent decrees). Because the Agreement is a final judgment, the Court’s authority is circumscribed. “[District courts enjoy no free-ranging ‘ancillary’ jurisdiction to enforce consent decrees, but are instead constrained by the terms of the decree and related order.” Pigford, 292 F.3d at 924 (quoting Kokkonen, 511 U.S. at 381, 114 S.Ct. 1673). “As our court of appeals has rhetorically asked: ‘Who would sign a consent decree if district courts had free-ranging interpretive or enforcement authority untethered from the decree’s negotiated terms?’ ” In re Black Farmers Discrim. Litig., 950 F.Supp.2d 196, 200 (D.D.C.2013) (quoting Pigford, 292 F.3d at 925). Indeed, the importance of respecting the finality of a judgment is deeply embedded in our legal system. See, e.g., Massaro v. United States, 538 U.S. 500, 504, 123 S.Ct. 1690, 155 L.Ed.2d 714 (2003) (noting “the law’s important interest in the finality of judgments”). Any party seeking to overrule, modify, or rescind the Agreement therefore bears the burden of demonstrating a legal basis for doing so. Three avenues have been raised by one or more of the parties: (1) the law governing the disposition of unclaimed settlement funds; (2) Federal Rule of Civil Procedure 60(b); and (3) the modification provision of the Agreement itself. The Keepseagles rely upon the first and second avenues, while Class Counsel relies upon the second and third. A. The Law Governing the Disposition of Unclaimed Settlement Funds Does Not Override the Mandatory Language of the Agreement. The Keepseagles focus a large portion of their arguments—both in favor of their proposal and in opposition to Class Counsel’s proposal—on the legal doctrine governing the distribution of excess funds. Their argument is that this doctrine has become increasingly inhospitable to the use of cy pres except as a last resort. They assert that the current circumstances of this case do not render other distribution methods unworkable, so the Court should not utilize a cy pres remedy. Class Counsel and the defendant note that the Keepseagles are eliding an important fact that renders this case unique: The question is not which distribution method the Court should choose in a vacuum; rather, the Court is presented with specific and mandatory language in a final settlement that was never challenged or appealed. 1. Questions Have Arisen Regarding the Legal Rules Applicable to Cy Pres. Remedies. Courts in this Circuit have approved generally of the use of cy pres in distributing leftover settlement proceeds. See Democratic Cent. Comm. of D.C. v. Washington Metro. Area Transit Comm’n, 84 F.3d 451, 455, 457 (D.C.Cir.1996); In re Living Social Marketing & Sales Practice Litig., 298 F.R.D. 1 (D.D.C.2013); Diamond Chem. Co., 517 F.Supp,2d 212; Diamond Chem. Co., Inc. v. Akzo Nobel Chems. B.V., Nos. 1-2118, 2-1018, 2007 WL 2007447 (D.D.C. July 10, 2007). The Keepseagles are not wrong to suggest that cy pres has fallen out of favor in recent years, however. In a statement' concurring in the denial of certiorari, Chief Justice Roberts summarized the many legal issues lurking to be decided: Granting review of this case might not have afforded the Court an opportunity to address more fundamental concerns surrounding the use of such remedies in class action litigation, including when, if ever, such relief should be considered; how to assess its fairness, as a general matter; whether new entities may be established as part of such relief; if not, how existing entities should be selected; what the respective roles of the judge and parties are .in shaping a cy pres remedy; how closely the goals of any enlisted organization must correspond to the interests of the class; and so on. This Court has not previously addressed any of these issues.... In a suitable case, this Court may need to clarify the limits on the use of such remedies. Marek v. Lane, — U.S. —-, 134 S.Ct. 8, 9, 187 L.Ed.2d 392 (2013) (Roberts, C.J.). The American Law Institute has also set forth principles to govern the use of cy pres, which limit the circumstances in which a court' may choose cy pres over other distribution methods:, • (a) If individual class members can be identified 'through reasonable effort, and the distributions are sufficiently large to make individual distributions economically viable, settlement proceeds should be distributed directly to individual class members. • (b) If the settlement involves individual distributions to class members and funds remain after distributions (because some class members could not be identified or chose not to participate), the settlement should presumptively provide for further distributions to participating class members unless the amounts involved are too small to make individual distributions economically viable or other specific reasons exist that would make such further distributions impossible or unfair. • (c) If the court finds that individual distributions are not viable based upon the criteria set forth in subsections (a) and (b), the settlement may utilize a cy pres approach. The court, when feasible, should require the parties to identify a recipient whose interests reasonably approximate those being pursued by the class. If, and only if, no recipient whose interests reasonably approximate those being pursued by the class can be identified after thorough investigation and analysis, a court may approve a recipient that does not reasonably approximate the interests being pursued by the class. Principles of the Law of Aggregate Litigation § 3.07 (2010). The Keepseagles urge the Court to follow these Principles and thereby decline to utilize a cy pres remedy in this case because individual distributions to class, members would not be especially difficult. Their argument is reasonable: This is not a case where further distribution of unclaimed funds to the class would be terribly inefficient. The large amount of money remaining to be distributed, combined with the large number of identifiable potential claimants would make further distributions relatively straightforward. Those who were unsuccessful'during the previous -claims process could be put through a renewed process, while those who : previously received compensation could prove that they suffered damages in excess of the award they already received. Were this case in a traditional posture, the issue would be relatively clear. 2. ' This Case Involves the Unique Circumstance in which a Cy Pres Remedy Has Already Been Approved and Neither Objected to Nor Appealed from. In urging the Court to resort immediately to the ALI Principles — which address whether to úse a cy pres remedy in the first place — the Keepseagles gloss over a key fact that places this case in a unique posture: “[T]his is not a case where parties seek to ... address whether cy pres is appropriate in the first instance,” Keepseagle I, 307 F.R.D. at 236, 2014 WL 5796751, at *1, nor is it one in which the Court is presented with a settlement agreement that contains a cy pres provision and must assess whether it is “fair, reasonable, and adequate” before approving it. Fed. R.Civ.P. 23(e)(2); cf. Keepseagle III, 102 F.Supp.3d at 314, 2015 WL 1969814, at *6 (“The question ... is not whether choosing to utilize a cy pres remedy in the first instance would alter the class’s legal rights if the Settlement Agreement were silent on the disposition of excess funds (that ship sailed in 2011).”). If the Court were presented with such a blank slate and asked to decide how to distribute $380,000,000 in leftover funds, the Keep-seagles would likely be correct that of the four general options available to a court considering how to distribute unclaimed funds — (1) allowing the funds to revert to the defendant; (2) pro rata distribution to class members who filed claims; (3) es-cheat to the state or federal government; or (4) cy pres distribution — the Court would choose a pro rata distribution. See Newberg on Class Actions § 12:28 (5th ed.2015) (as a general matter, “a court’s goal in distributing class action damages is to get as much of the money to the class members in as simple a manner as possible”). ' As Professor Rubenstein notes in New-berg on Class Actions, the existence of mandatory language in a final settlement agreement cannot be ignored: [T]he parties’ settlement agreement will typically include a provision expressing the settling parties’ preference with regard to unclaimed funds. The Court will review that provision at final approval to ensure it is ‘fair, reasonable, and adequate’ from the perspective of the class; if it is, the court will enforce the provision and follow its distributional instructions, even if the court (or objectors) might have chosen a different path. Id. The Keepseagles ignore the fact that a final judgment speaks directly to the issue in this case and mandates the use of a cy pres remedy. The Court, however, must recognize the powerful force of a final judgment agreed upon by all parties, approved by the Court, and neither objected to nor appealed from, “even if the court (or objectors) might have chosen a different path” knowing what is known now. Id. S. Most Case Law Regarding the Use of Cy Pres Does Not Address the Circumstance in Which'Gy Pres Has Already Been Finally Approved. The authorities on which the Keepsea-gles rely for the proposition that a cy pres distribution is inappropriate in this case largely addressed situations in which no final settlément agreement spoke to the issue. See, e.g., In re Baby Prods. Antitrust Litig., 708 F.3d 163, 169, 172, 173 (3d Cir.2013) (reviewing objector’s direct appeal of the district court’s approval of a settlement that directed excess funds to “one or more charitable organizations proposed by the parties and selected by the Court,” finding “that a district court does not abuse its discretion by approving a class action settlement agreement that includes a cy pres component directing the distribution of excess settlement funds to a third party to be used for a purpose related to the class injury,” but vacating the approval of the settlement because the district court “did not have the factual basis necessary to determine whether the settlement was fair to the entire class” — namely, the district court’s approval came before it was informed of the unexpectedly high amount of unclaimed funds because “counsel did not provide this information to the Court”); Nachshin v. AOL, LLC, 663 F.3d 1034, 1037-38 (9th Cir.2011) (reviewing objector’s direct appeal of a district court’s approval of a settlement in which no damages would go to the class and would instead be distributed entirely as cy pres); Masters v. Wilhelmina Model Agency, Inc., 473 F.3d 423, 428, 435-36 (2d Cir.2007) (reviewing objector’s direct appeal of a district court’s approval of a settlement that provided that if there were excess funds “the Court shall, in its discretion, determine the disposition ... after hearing the views of the parties hereto as to such disposition” and reversing insofar as the district court viewed its hands as tied in rejecting a request for an award of treble damages to the class, in lieu of cy pres). Two decisions warrant a more detailed review, as they frame the fact-specific inquiry that is required when assessing whether cy pres is mandated or permitted by a settlement. In the case In re Lupron Marketing & Sales Practices Litigation, 677 F.3d 21 (1st Cir.2012), a class of “medical patient consumers ... alleging fraud in overcharging for the medication Lupron” reached a settlement agreement which the district court approved. Id. at 23-24. A fairness hearing was held, at which time a group of dissident class members — one of whom had been allowed to intervene to “partic-ipat[e] in the process established by the court for the evaluation of the proposed settlement” — objected “that the amount of the settlement allocated to the class of consumer purchasers of Lupron was inadequate.” Id. at 25. After the district court approved the settlement over objection, the dissidents “said they would pursue appeals of the settlement agreement unless they received more,” so the parties negotiated an “implementation agreement” which increased the payments available to the consumer class in exchange for the withdrawal of the objectors’ appeals and objections. See id. at 26. The district court approved the settlement and the implementation agreement. See id. After a four-year-long claims period, over $11,000,000 remained in unclaimed funds. See id. The district court heard proposals on the disposition of those funds and ultimately “decided to make a cy pres award of all of the unclaimed settlement funds” to a hospital. See id. at 27. Three of the dissidents noted an appeal of this decision. See id. at 28. The First Circuit affirmed the decision to use cy pres because class members had received the full amount of their damages and the class’s relief “was established for the benefit of all consumer purchasers of Lupron, not just the 11,000 who filed claims.” Id. at 34. Although the First Circuit found that application of the ALI Principles was appropriate at that stage, it was presented with a settlement agreement, unlike the one before this Court, that directed that unclaimed funds “shall be distributed in the discretion of the Settlement Court as it deems appropriate,” noting that “[i]f all or part of any unclaimed funds is distributed to one or more charitable organizations,” the defendant reserved the right to claim a tax deduction. Id. at 26. Thus, unlike the Keepseagle settlement, the district court in Lupron had to make a threshold determination whether to utilize cy pres or another distribution mechanism. Were the Court presented with such a circumstance, this case would be very different. The issue is therefore very fact-specific when it arises in a case resolved by a settlement agreement, as the Fifth Circuit explained in Klier v. Elf Atochem N. Am., Inc., 658 F.3d 468 (5th Cir.2011). In Klier, the Fifth Circuit was presented with a class-action settlement resolving “claims of person® assertedly injured by the toxic emissions of an industrial plant near Bryan, Texas.” Id. at 471. The settlement created three subclasses and allocated monetary relief among them. See id. One subclass—of individuals who did not yet have medical conditions resulting from the emissions—obtained medical monitoring as relief. See id. at 472. Another class included individuals “suffering serious injuries,” who received direct payments. See id. at 470, 472. Upon completion of the medical-monitoring, the funds allocated to that subclass were not exhausted, but the fund for the subclass of individuals who suffered injury was exhausted. See id. ■ at 473. The district court then granted the defendant’s request to distribute the funds as cy pres, and a class member opposed the proposal, arguing “that an additional distribution to members of [the injury subclass] was economically feasible and would be equitable since the members of [that subclass] had been found to suffer [serious injuries] that are compensable under the settlement.” Id. The Fifth Circuit reversed the district court’s decision to utilize a cy pres remedy, focusing on the fact that the settlement agreement itself contained no such remedy and in fact contained three interrelated provisions that counseled in favor of redistribution to members of the other subclass. See id. at 476- 77 (one provision required “that any money left over in any subclass fund ‘shall be distributed pro rata to all Claimants in that subclass,” another provision permitted the court to “make changes to the terms of this protocol as necessary for the benefit of the Settlement Class Members,” and a third provision allowed the settlement administrator to petition the -court “for reallocation of available funds among the [subclasses] on a showing of good cause if ... he determines that considerations of equit