EXHIBIT A 

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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

WESTERN DIVISION 

JAMIE HILL, et al., ) 

) 

Plaintiffs, ) Case No. 3:20-cv-50286 

) 

v. ) Hon. Iain D. Johnston 

) 

MERCY HEALTH CORPORATION, et al., ) Magistrate Judge Lisa A. Jensen 

) 

Defendants. ) 

This Class Action Settlement Agreement (“Settlement Agreement”) is entered into 

between and among the Class Representatives, all putative Class Members, and Defendants, as 

defined herein. 

1. ARTICLE 1 – RECITALS 

1.1 On August 4, 2020, Class Representatives Jamie Hill and Kathryn Neild filed a 

Class Action Complaint (ECF No. 2) in the United States District Court for the Northern District 

of Illinois, asserting claims against Defendants under the Employee Retirement Income Security 

Act of 1974, as amended (“ERISA”), in relation to the management of the Mercy Health 

Corporation Employees’ Retirement Plan (the “Mercy Plan”), the Rockford Health System 

Retirement Plan (the “RHS Plan”), and the Rockford Health Physicians Retirement Plan (the “RHP 

Plan”) (the Mercy Plan, the RHP Plan, and the RHS Plan are collectively referred to herein as the 

“Plans”). 

1.2 On November 17, 2020, the Settling Parties requested that the Court adopt a plan 

of discovery which required each Settling Party to produce essential documents relating to the 

Action, which the Court approved (“Discovery Plan”). ECF Nos. 38, 39. 

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1.3 Plaintiffs filed an Amended Class Action Complaint on November 20, 2020, adding 

Tricia Marvin as a class representative. ECF No. 40. 

1.4 On December 23, 2020, Defendants filed a Motion to Dismiss the Amended Class 

Action Complaint. ECF No. 48. 

1.5 On April 19, 2021, the Settling Parties filed a joint status report informing the Court 

that the Settling Parties had completed the production of documents required by the Discovery 

Plan. ECF No. 53. On April 20, 2021, the Court stayed all the proceedings pending a a ruling on 

Defendants’ motion to dismiss. ECF No. 54. 

1.6 The Settling Parties engaged in a full-day mediation on August 31, 2021 before 

David Geronemus (the “Mediator”), during which the Settling Parties engaged in arm’s length 

negotiations and reached a settlement in principle. The entire terms of the Settling Parties’ 

settlement are memorialized in this Settlement Agreement. 

1.7 The Class Representatives and Class Counsel consider it desirable and in the Plans’ 

and Class Members’ best interests that the claims against Defendants be settled on the terms set 

forth below, and they have concluded that such terms are fair, reasonable, and adequate and that 

this Settlement will result in significant benefits to the Plans and the Class. 

1.8 Defendants deny all liability to the Class Representatives and the Plans, deny all of 

the claims made in the Action, deny all allegations of wrongdoing made in the Complaint in this 

action, and deny that the Class Representatives, the Plans, or any of the Plans’ current or former 

participants suffered any losses. Defendants further maintain that they acted prudently and loyally 

at all times when acting in any fiduciary capacity with respect to the Plans. This Settlement 

Agreement, and the discussions between the Settling Parties preceding it, shall in no event be 

construed as, or be deemed to be evidence of, an admission or concession on Defendants’ part (or 

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on the part of any officers or employees of Defendants with responsibility for the Plans’ 

investments or administrative functions) of any fault or liability whatsoever. 

1.9 To avoid the risks and uncertainty of further litigation, and after consulting with 

counsel and considering the facts and applicable law, the Settling Parties wish to fully and finally 

resolve this Action upon the terms and conditions set forth in this Settlement Agreement. 

1.10 Therefore, the Settling Parties, in consideration of the promises, covenants, and 

agreements herein described, acknowledged by each of them to be satisfactory and adequate, and 

intending to be legally bound, do hereby mutually agree to the terms of this Settlement Agreement. 

2. ARTICLE 2 – DEFINITIONS 

As used in this Settlement Agreement and the Exhibits hereto (as listed in Paragraph 

13.16), unless otherwise defined, the following terms have the meanings specified below: 

2.1 “Action” means the action captioned Jamie Hill, et al. v. Mercy Health 

Corporation, et al., No. 3:20-cv-50286, in the United States District Court for the Northern District 

of Illinois. 

2.2 “Active Account” means an individual investment account in the Plans with a 

balance greater than $0.00. 

2.3 “Administrative Expenses” means expenses incurred in the administration of this 

Settlement Agreement, including (1) all fees, expenses, and costs associated with providing the 

Settlement Notices to the Class; (2) related tax expenses (including taxes and tax expenses as 

described in Paragraph 5.3); (3) all expenses and costs associated with the calculations pursuant to 

the Plan of Allocation and distribution of funds under the Plan of Allocation, and gathering the 

data necessary to prepare the Plan of Allocation; (4) all fees and expenses associated with the 

Settlement Website and telephone support line described in Article 12; and (5) all other fees and 

expenses of the Settlement Administrator, Independent Fiduciary, and the Escrow Agent; and (6) 

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all fees, expenses, and costs associated with providing notices required by the Class Action 

Fairness Act of 2005, 28 U.S.C. §§ 1711–1715. Excluded from Administrative Expenses are 

Defendants’ internal expenses, recordkeeping expenses, and the Settling Parties’ respective legal 

expenses. Administrative Expenses shall be paid from the Gross Settlement Amount. 

2.4 “Alternate Payee” means a person other than a Current Participant, Former 

Participant, or Beneficiary in the Plans who is entitled to a benefit under the Plans as a result of a 

Qualified Domestic Relations Order (“QDRO”), where the QDRO relates to a participant’s 

account balance during the Class Period, and the relevant account was an Active Account in one 

or more of the Plans during the Class Period. 

2.5 “Attorneys’ Fees and Costs” means the amount awarded by the Court as 

compensation for the services provided by Class Counsel and the expenses incurred by Class 

Counsel in connection with the Action, which shall be recovered from the Gross Settlement 

Amount. 

2.6 “Beneficiary” means a person who is entitled to receive a benefit under any of the 

Plans that is derivative of a deceased Current Participant’s or Former Participant’s interest in any 

of the Plans, other than an Alternate Payee. A Beneficiary includes, but is not limited to, a spouse, 

surviving spouse, domestic partner, child or other individual, entity, or trust designated by the 

Current Participant or Former Participant as determined under the terms of the Plans who currently 

is entitled to a benefit. 

2.7 “Business Days” refers to the days between Monday and Friday of each week, 

inclusive, and excludes the “Legal Holidays” specified in Federal Rule of Civil Procedure 6(a)(6). 

2.8 “CAFA” means the Class Action Fairness Act of 2005, 28 U.S.C. §§ 1711–1715. 

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2.9 “Rollover Form Deadline” means a date that is no later than ten (10) calendar days 

before the Fairness Hearing. 

2.10 “Class Counsel” means Nichols Kaster, PLLP, 4700 IDS Center, 80 S. 8th Street, 

Minneapolis, MN 55402, and Walcheske & Luzi, LLC, 15850 W. Bluemound Road, Suite 304, 

Brookfield, Wisconsin 53005. 

2.11 “Class Members” means each of the individuals in the Settlement Class. 

2.12 “Class Period” means the period from (and including) August 3, 2014 through (and 

including) the date the Court enters the Preliminary Approval Order. 

2.13 “Class Representatives” means Jamie Hill, Kathryn Neild, and Tricia Marvin. 

2.14 “Class Representative Compensation” means the amount awarded by the Court as 

compensation for the services provided by the Class Representatives in the Action and the risks 

assumed by the Class Representatives in the Action. 

2.15 “Complaint” means the Complaint filed in this Action on August 4, 2020, and the 

Amended Class Action Complaint filed on this Action on November 20, 2020, collectively. 

2.16 “Court” means the United States District Court for the Northern District of Illinois. 

2.17 “Court of Appeals” means the United States Court of Appeals for the Seventh 

Circuit. 

2.18 “Current Participant” means a Class Member who has an Active Account in any of 

the Plans as of September 30, 2021. 

2.19 “Defendants” means Mercy Health Corporation and Mercy Health System 

Corporation. 

2.20 “Defendants’ Counsel” means counsel for Defendants, Morgan Lewis & Bockius 

LLP. 

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2.21 “Effective Approval Order” means the Final Approval Order once it becomes 

Effective. 

2.22 “Effective” means with respect to any judicial ruling, order, or judgment that the 

period for any motions for reconsideration, motions for rehearing, appeals, petitions for certiorari, 

or the like (“Review Proceeding”) has expired without the initiation of a Review Proceeding, or, 

if a Review Proceeding has been timely initiated, that it has been fully and finally resolved, either 

by court action or by voluntary action of any party, without any possibility of a reversal, vacatur, 

or modification of any judicial ruling, order, or judgment, including the exhaustion of all 

proceedings in any remand or subsequent appeal and remand. The Settling Parties agree that absent 

an appeal or other attempted Review Proceeding, the Final Approval Order becomes Effective 

thirty-five (35) calendar days after its entry. 

2.23 “Escrow Agent” means Alerus Financial, or another entity agreed to by the Settling 

Parties. 

2.24 “Fairness Hearing” means the hearing scheduled by the Court to consider (1) any 

objections from Class Members to the Settlement Agreement; (2) Class Counsel’s request for 

Attorneys’ Fees, Costs, and Administrative Expenses; and the Class Representatives’ request for 

Class Representative Compensation; and (3) whether to finally approve the Settlement pursuant to 

Fed. R. Civ. P. 23. 

2.25 “Final Approval” means the entry of the Final Approval Order. 

2.26 “Final Approval Order” means the order and final judgment approving the 

Settlement Agreement, implementing the terms of this Settlement Agreement, and dismissing the 

Class Action with prejudice, to be proposed by the Settling Parties for approval by the Court, in 

substantially the form attached as Exhibit 5 hereto. 

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2.27 “Former Participant” means a Class Member who participated in the Plans during 

the Class Period but did not have an Active Account in any of the Plans as of September 30, 2021. 

2.28 “Former Participant Rollover Form” means the form described generally in 

Paragraph 3.3.2 and substantially in the form attached as Exhibit 3. 

2.29 “Gross Settlement Amount” means the sum of three million, nine hundred thousand 

dollars ($3,900,000.00), contributed to the Qualified Settlement Fund pursuant to Article 5. The 

Gross Settlement Amount shall be the full and sole monetary payment made on behalf of 

Defendants in connection with the Settlement effectuated through this Settlement Agreement, 

pursuant to Paragraph 5.6. 

2.30 “Independent Fiduciary” means the person or entity selected by Defendants to serve 

as an independent fiduciary to the Plans with respect to the Settlement Agreement for the purpose 

of rendering the determination described in Article 3 herein. 

2.31 “Mediator” means David Geronemus, Esq. of JAMS, 620 Eighth Ave., 34th Floor, 

New York, NY 10018. 

2.32 “Mercy Plan” means the Mercy Health Corporation Employees’ Retirement Plan. 

2.33 “Net Settlement Amount” means the Gross Settlement Amount minus: (1) all 

Attorneys’ Fees and Costs approved by the Court; (2) all Class Representative Compensation 

approved by the Court; and (3) all Administrative Expenses approved by the Court and all taxrelated expenses pursuant to Paragraph 5.3. 

2.34 “The Plans” means the Mercy Health Corporation Employees’ Retirement Plan, the 

Rockford Health System Retirement Plan, and the Rockford Health Physicians Retirement Plan, 

collectively. 

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2.35 “Plan of Allocation” means the methodology for allocating and distributing the Net 

Settlement Amount pursuant to Article 6 herein. 

2.36 “Preliminary Approval Order” means the order proposed by the Settling Parties and 

approved by the Court in connection with the Motion for Preliminary Approval of the Settlement, 

as described in Paragraph 3.2 and in substantially the form attached hereto as Exhibit 4. 

2.37 “Qualified Settlement Fund” or “Settlement Fund” means the interest-bearing, 

settlement fund account to be established and maintained by the Escrow Agent pursuant to Article 

5 herein as the Qualified Settlement Fund (within the meaning of Treas. Reg. § 1.468B-1). 

2.38 “Released Parties” means (1) each Defendant; (2) each Defendant’s past, present, 

and future parent corporation(s); (3) each Defendant’s past, present, and future affiliates, 

subsidiaries, divisions, joint ventures, predecessors, successors, successors-in-interest, and 

assigns; (4) with respect to (1) through (3) above, all of their affiliates, subsidiaries, divisions, joint 

ventures, predecessors, successors, successors-in-interest, assigns, employee benefit plan 

fiduciaries (with the exception of the Independent Fiduciary), administrators, service providers 

(including their owners and employees), consultants, subcontractors, boards of trustees, boards of 

directors, officers, trustees, directors, partners, agents, managers, members, employees, 

representatives, attorneys, administrators, fiduciaries, insurers, co-insurers, reinsurers, 

accountants, auditors, advisors, personal representatives, heirs, executors, administrators, 

associates, and all persons acting under, by, through, or in concert with any of them; and (5) the 

Plans and any and all administrators, fiduciaries (with the exception of the Independent Fiduciary), 

advisors, consultants, service providers, parties in interest, and trustees of the Plans. 

2.39 “Released Claims” means any and all claims, actions, demands, rights, obligations, 

liabilities, damages, attorneys’ fees, expenses, costs, and causes of action, including both known 

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and unknown claims, whether class, derivative, or individual in nature against any of the Released 

Parties and Defendants’ Counsel: 

2.39.1 That were asserted in the Action or that arise out of, relate to, are based on, 

or have any connection with any of the allegations, acts, omissions, purported conflicts, 

representations, misrepresentations, facts, events, matters, transactions or occurrences that 

are were alleged or asserted in the Action or could have been alleged or asserted based on 

the same factual predicate, whether or not pleaded in the Complaint, including but not 

limited to those that arise out of, relate to, are based on, or have any connection with: (1) 

the overall structure, management, or monitoring of the Plans’ investment menus; (2) the 

selection, removal, monitoring, oversight, retention, fees, expenses, or performance of the 

investment options available under the Plans; (3) the selection, monitoring, oversight, 

retention, fees, expenses, or performance of the Plans’ service providers, including without 

limitation brokers, managed account service providers, and administrative and/or 

recordkeeping service providers; (4) the selection, monitoring, oversight or retention of 

other fiduciaries; (5) fees, costs, or expenses charged to, paid, or reimbursed by the Plans; 

(6) the services provided to the Plans or the costs of those services; (7) any alleged breach 

of the duty of loyalty, care, prudence, diversification, or any other fiduciary duties relating 

to the the Plans’ investment options, managed account service, or the Plans’ service 

providers; (8) engaging in self-dealing or prohibited transactions in relation to the Plans’ 

investment options, managed account service, or the Plans’ service providers, or any 

alleged breach of the duty of loyalty, care, or prudence; and/or (9) any assertions with 

respect to any fiduciaries or service providers of the Plans (or the selection or monitoring 

of those fiduciaries) in connection with the foregoing; or 

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2.39.2 That would be barred by res judicata based on entry by the Court of the 

Final Approval Order; or 

2.39.3 That relate to the direction to calculate, the calculation of, and/or the method 

or manner of allocation of the Qualified Settlement Fund pursuant to the Plan of Allocation 

or to any action taken or not taken by the Settlement Administrator in the course of 

administering the Settlement; or 

2.39.4 That relate to the approval by the Independent Fiduciary of the Settlement 

Agreement, unless brought against the Independent Fiduciary alone. 

2.40 “RHP Plan” means the Rockford Health Physicians Retirement Plan. 

2.41 “RHS Plan” means the Rockford Health System Retirement Plan. 

2.42 “Settlement” or “Settlement Agreement” refers to the agreement embodied in this 

agreement and its exhibits. 

2.43 “Settlement Administrator” means Analytics Consulting LLC, an independent 

contractor to be retained by the Settling Parties and approved by the Court for purposes of 

preparing and disseminating the CAFA notices, sending the Settlement Notices to the Class, 

establishing the Settlement Website and telephone support line, and administering the Settlement 

as provided in this Settlement Agreement. 

2.44 “Settlement Agreement Execution Date” means that date on which the final 

signature is affixed to this Settlement Agreement. 

2.45 “Settlement Class” means the following class to be certified by the Court: 

All participants and beneficiaries of the Mercy Health Corporation 

Employees’ Retirement Plan at any time from August 3, 2014 

through the date the Court enters the Preliminary Approval Order, 

and all participants and beneficiaries of the Rockford Health System 

Retirement Plan and Rockford Health Physicians Retirement Plan at 

any time from January 1, 2017 through the date the Court enters the 

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Preliminary Approval Order, excluding members of the Mercy 

Health Corporation ERISA Benefit Plans Advisory Committee for 

the Plans at any time during the Class Period. 

2.46 “Settlement Effective Date” means the date on which the Final Approval Order 

becomes Effective, provided that by such date the Settlement has not been terminated pursuant to 

Article 11. 

2.47 “Settlement Notices” means the Notices of Class Action Settlement and Fairness 

Hearing to be mailed by first class mail by the Settlement Administrator to Class Members 

following the Court’s issuance of the Preliminary Approval Order, in substantially the form 

attached hereto as Exhibits 1 and 2, including the Notice of Class Action Settlement and Fairness 

Hearing to Current Participants, and the Notice of Class Action Settlement and Fairness Hearing 

to Former Participants, respectively. The Settlement Notices shall inform Class Members of all 

information required by Rule of Civil Procedure 23 and due process, including their right to object 

to the Settlement and to attend the Fairness Hearing to be held before the Court, on a date to be 

determined by the Court, at which any Class Member satisfying the conditions set forth in the 

Preliminary Approval Order and the Settlement Notices may be heard regarding: (1) the terms of 

the Settlement Agreement; (2) Class Counsel’s request for an award of Attorneys’ Fees and Costs 

and Administrative Expenses; and (3) any requested Class Representative Compensation. The 

Settlement Notices also shall inform Former Participants of the Rollover Form Deadline. 

2.48 “Settlement Period” shall be from the Settlement Effective Date and continuing for 

a period of nine months thereafter. 

2.49 “Settlement Website” means the internet website established pursuant to Paragraph 

12.1. 

2.50 “Settling Parties” means Defendants and the Class Representatives, on behalf of 

themselves, the Plans, and each of the Class Members. 

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2.51 “Voya Funds” means the Voya Corporate Leaders 100 Fund, Voya Intermediate 

Bond Fund, Voya Large Cap Growth Port Srv Fund, and Voya Small Cap Opportunities Fund, 

affiliated with the Plans’ recordkeeper, Voya, and offered through the Plans. 

3. ARTICLE 3 – REVIEW AND APPROVAL BY INDEPENDENT FIDUCIARY, 

PRELIMINARY SETTLEMENT APPROVAL, AND NOTICE TO THE CLASS 

3.1 The Independent Fiduciary shall be retained by Defendants, on behalf of the Plans, 

to determine whether to approve and authorize the settlement of Released Claims on behalf of the 

Plans. 

3.1.1 The Independent Fiduciary shall comply with all relevant conditions set 

forth in Prohibited Transaction Exemption 2003-39, “Class Exemption for the Release of 

Claims and Extensions of Credit in Connection with Litigation,” issued December 31, 

2003, by the United States Department of Labor, 68 Fed. Reg. 75,632, as amended (“PTE 

2003-39”), in making its determination for the purpose of Defendants’ reliance on PTE 

2003-39. 

3.1.2 The Independent Fiduciary shall notify Defendants and Class Counsel of its 

determination in writing and in accordance with PTE 2003-39, which notification shall be 

delivered no later than thirty (30) calendar days before the Fairness Hearing. 

3.1.3 All fees and expenses associated with the Independent Fiduciary’s retention 

and determination will constitute Administrative Expenses to be deducted from the Gross 

Settlement Amount. 

3.1.4 Defendants, Defendants’ Counsel, and Class Counsel shall provide the 

Independent Fiduciary with sufficient information so that the Independent Fiduciary can 

review and evaluate the Settlement Agreement. 

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3.2 Reasonably promptly upon execution of this Settlement Agreement, the Class 

Representatives, through Class Counsel, shall file with the Court a motion seeking preliminary 

approval of this Settlement Agreement, and for entry of the Preliminary Approval Order in 

substantially the form attached hereto as Exhibit 4. The Preliminary Approval Order to be 

presented to the Court shall, among other things: 

3.2.1 Certify the Settlement Class for settlement purposes under Rule 23(b)(1) of 

the Federal Rules of Civil Procedure; 

3.2.2 Approve the text of the Settlement Notices for mailing to Class Members 

and the appropriate Former Participant Rollover Form for mailing to Former Participants; 

3.2.3 Order the Settlement Administrator to mail by first class mail a Settlement 

Notice to each Class Member and a Former Participant Rollover Form to each Former 

Participant identified by the Settlement Administrator based upon the data provided by the 

Plans’ recordkeeper; 

3.2.4 Determine that mailing the Settlement Notices constitutes the best notice 

practicable under the circumstances, provides due and sufficient notice of the Fairness 

Hearing and of the rights of all Class Members, and complies fully with the requirements 

of Federal Rule of Civil Procedure 23 and due process; 

3.2.5 Preliminarily enjoin each Class Member and their respective heirs, 

beneficiaries, executors, administrators, estates, past and present partners, officers, 

directors, agents, attorneys, predecessors, successors, and assigns, from suing Defendants, 

the Plans, or the Released Parties in any action or proceeding alleging any of the Released 

Claims, even if any Class Member may thereafter discover facts in addition to or different 

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from those which the Class Members or Class Counsel now know or believe to be true with 

respect to the Action and the Released Claims; 

3.2.6 Provide that, pending final determination of whether the Settlement 

Agreement should be approved, no Class Member may directly, through representatives, 

or in any other capacity, commence any action or proceeding in any court or tribunal 

asserting any of the Released Claims against the Defendants, the Released Parties, or the 

Plans; 

3.2.7 Set the Fairness Hearing for no sooner than one hundred thirty (130) 

calendar days after the date of the Preliminary Approval Order, in order to determine 

whether (1) the Court should approve the Settlement as fair, reasonable, and adequate, (2) 

the Court should enter the Final Approval Order, and (3) the Court should approve the 

requested Attorneys’ Fees and Costs, Administrative Expenses, and Class Representatives 

Compensation; 

3.2.8 Provide that any objections to any aspect of the Settlement Agreement shall 

be heard, and any papers submitted in support of said objections shall be considered, by 

the Court at the Fairness Hearing if they have been timely sent to Class Counsel and 

Defendants’ Counsel. To be timely, the objection and any supporting documents must be 

sent to Class Counsel and Defendants’ Counsel at least twenty-eight (28) calendar days 

prior to the scheduled Fairness Hearing; 

3.2.9 Provide that any party may file a response to an objection by a Class 

Member at least fourteen (14) calendar days before the Fairness Hearing; 

3.2.10 Set a deadline of no later than ten (10) calendar days before the Fairness 

Hearing by which each Former Participant must file a Former Participant Rollover Form 

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with the Settlement Administrator in order receive their distribution in the form of a 

rollover pursuant to the Plan of Allocation; and 

3.2.11 Provide that the Fairness Hearing may, without further direct notice to the 

Class Members, other than by notice via the Court’s docket or the Settlement Website, be 

adjourned or continued by order of the Court. 

3.2.12 Approve the form of the CAFA notices attached as Exhibit 6 and order that 

upon mailing of the CAFA notices, Defendants shall have fulfilled their obligations under 

CAFA. 

3.3 Within forty-five (45) calendar days of the Preliminary Approval Order, or by such 

other deadline as specified by the Court, the Settlement Administrator shall: 

3.3.1 Cause to be mailed to each Class Member a Settlement Notice in the form 

and manner to be approved by the Court, which shall be in substantially the form attached 

hereto as Exhibits 1 and 2, to Current Participants and Former Participants, respectively, 

or a form subsequently agreed to by the Settling Parties and the Court. The Settlement 

Notice shall be sent by first-class mail, postage prepaid, to the last known address of each 

Class Member provided by the Plans’ recordkeeper (or its designee), unless an updated 

address is obtained by the Settlement Administrator through its efforts to verify the last 

known addresses provided by the Plans’ recordkeeper (or its designee). The Settlement 

Administrator also shall post a copy of the Settlement Notices on the Settlement Website. 

The Settlement Administrator shall use commercially reasonable efforts to locate any Class 

Member whose Settlement Notice is returned and re-mail such documents one additional 

time. 

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3.3.2 Cause the appropriate Former Participant Rollover Form, which shall be in 

substantially the form attached as Exhibit 3, or a form subsequently agreed to by the 

Settling Parties and the Court, to be included with the Settlement Notice that is mailed to 

the Former Participants. 

3.4 The Settlement Administrator shall also, within ten (10) calendar days of Class 

Representatives’ filing of the Settlement Agreement and proposed Preliminary Approval Order, 

have prepared and provided CAFA notices to the Attorney General of the United States and the 

Attorneys General of all states in which members of the Class reside, as specified by 28 U.S.C. 

§ 1715. The costs of such notice shall be paid from the Qualified Settlement Fund and shall be 

considered Administrative Expenses. The Settlement Administrator shall provide the Settling 

Parties with notice in writing upon completion of the provision of CAFA notices to the abovereferenced persons. 

3.5 Defendants shall cause the Plans’ recordkeeper or its designee(s) to provide the 

Settlement Administrator with all information necessary to send the Settlement Notices and 

Former Participant Rollover Forms no later than fifteen (15) Business Days before the Settlement 

Notices are to be distributed. Thereafter, Defendants and/or the Plans’ recordkeeper shall respond 

timely to all written requests, including by email, from the Settlement Administrator for readily 

accessible data that are reasonably necessary to implement the Plan of Allocation and disburse the 

Net Settlement Amount to eligible members of the Settlement Class. 

3.5.1 The Settlement Administrator shall be bound by confidentiality and any 

further non-disclosure or security protocol jointly required by the Settling Parties, set forth 

in writing to the Settlement Administrator. 

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3.5.2 The Settlement Administrator shall use the data provided by Defendants and 

the Plans’ recordkeeper solely for the purpose of meeting its obligations as Settlement 

Administrator, and for no other purpose. 

3.5.3 The Settling Parties shall have the right to approve a written protocol to be 

provided by the Settlement Administrator concerning how the Settlement Administrator 

will maintain, store, and dispose of information provided to it in order to ensure that 

reasonable and necessary precautions are taken to safeguard the privacy and security of 

such information. 

4. ARTICLE 4 – FINAL SETTLEMENT APPROVAL 

4.1 No later than fourteen (14) calendar days before the Fairness Hearing, Class 

Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit 5) in the 

form approved by Class Counsel and Defendants, which shall request approval by the Court of the 

terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this 

Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide 

for the following, among other things, as necessary to carry out the Settlement consistent with 

applicable law and governing Plan documents: 

4.1.1 For approval of the Settlement and the release of the Released Claims 

covered by this Settlement Agreement, adjudging the terms of the Settlement Agreement 

to be fair, reasonable, and adequate to the Plans and the Class Members and directing the 

Settling Parties to take all necessary steps to effectuate the terms of the Settlement 

Agreement; 

4.1.2 For a determination that mailing the Settlement Notices constituted the best 

notice practicable under the circumstances and that due and sufficient notice of the Fairness 

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Hearing and the rights of all Class Members was provided, consistent with Federal Rules 

of Civil Procedure 23 and the requirements of due process; 

4.1.3 For dismissal with prejudice of the Action and all Released Claims asserted 

therein whether asserted by the Class Representatives on their own behalf or on behalf of 

the Class Members, or derivatively to secure relief for the Plans, without costs to any of 

the Settling Parties other than as provided for in this Settlement Agreement; 

4.1.4 That the Class Representatives and each Class Member and their respective 

heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, 

directors, agents, attorneys, predecessors, successors, and assigns, shall be (1) conclusively 

deemed to have, and by operation of the Effective Approval Order shall have, fully, finally, 

and forever settled, released, relinquished, waived, and discharged Defendants, the Plans, 

and the Released Parties from all Released Claims, and (2) barred and enjoined from suing 

Defendants, the Plans, or the Released Parties in any action or proceeding alleging any of 

the Released Claims, even if any Class Member may thereafter discover facts in addition 

to or different from those which the Class Member or Class Counsel now know or believe 

to be true with respect to the Action and the Released Claims, whether or not such Class 

Members have executed and delivered a Former Participant Rollover Form, whether or not 

a such Class Members actually received the Settlement Notices, whether or not such Class 

Members have filed an objection to the Settlement, and whether or not the objections or 

claims for distribution of such Class Members have been approved or allowed; 

4.1.5 That the Plans and each Class Member (and their respective heirs, 

beneficiaries, executors, administrators, estates, past and present partners, officers, 

directors, agents, attorneys, predecessors, successors, and assigns) on behalf of the Plans 

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shall be (1) conclusively deemed to have, and by operation of the Effective Approval Order 

shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged 

Defendants and the Released Parties from all Released Claims, and (2) barred and enjoined 

from suing Defendants or the Released Parties in any action or proceeding alleging any of 

the Released Claims, even if the Plans or any Class Member on behalf of the Plans may 

thereafter discover facts in addition to or different from those which the Plans or any Class 

Member now knows or believes to be true with respect to the Action and the Released 

Claims; 

4.1.6 That the Class Representatives and each Class Member shall release 

Defendants, Defendants’ Counsel, Class Counsel, the Released Parties, and the Plans from 

any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the 

Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated 

penalties and interest as well as related attorneys’ fees and expenses; 

4.1.7 That all applicable CAFA requirements have been satisfied; 

4.1.8 That the Settlement Administrator shall have final authority to determine 

the share of the Net Settlement Amount to be allocated to each Current Participant and 

each Former Participant pursuant to the Plan of Allocation approved by the Court; 

4.1.9 That, with respect to payments or distributions to Former Participants, all 

questions not resolved by the Settlement Agreement shall be resolved by the Settlement 

Administrator in its sole and exclusive discretion; and 

4.1.10 That within twenty-eight (28) calendar days following the issuance of all 

settlement payments to Class Members as provided by the Plan of Allocation approved by 

the Court, the Settlement Administrator shall prepare and provide to Class Counsel and 

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Defendants’ Counsel a list of each person who received a settlement payment or 

contribution from the Qualified Settlement Fund and the amount of such payment or 

contribution. 

4.1.11 The Court shall retain jurisdiction to enforce and interpret the Settlement 

Agreement. 

4.2 The Final Approval Order and judgment entered by the Court approving the 

Settlement Agreement shall provide that upon becoming Effective, all Settling Parties, the 

Settlement Class, and the Plans shall be bound by the Settlement Agreement and by the Final 

Approval Order. 

5. ARTICLE 5 – ESTABLISHMENT OF QUALIFIED SETTLEMENT FUND 

5.1 No later than ten (10) Business Days after entry of the Preliminary Approval Order, 

the Escrow Agent shall establish an escrow account. The Settling Parties agree that the escrow 

account is intended to be, and will be, an interest-bearing Qualified Settlement Fund within the 

meaning of Treas. Reg. § 1.468B-1. In addition, the Escrow Agent timely shall make such 

elections as necessary or advisable to carry out the provisions of this Paragraph 5.1, including the 

“relation-back election” (as defined in Treas. Reg. § 1.468B-1) back to the earliest permitted date. 

Such elections shall be made in compliance with the procedures and requirements contained in 

such regulations. It shall be the responsibility of the Escrow Agent to prepare and deliver, in a 

timely and proper manner, the necessary documentation for signature by all necessary parties, and 

thereafter to cause the appropriate filing to occur. 

5.2 For the purpose of § 468B of the Internal Revenue Code of 1986, as amended, and 

the regulations promulgated thereunder, the “administrator” shall be the Escrow Agent. The 

Escrow Agent, or the Settlement Administrator on its behalf, shall timely and properly cause to be 

filed all informational and other tax returns necessary or advisable with respect to the Gross 

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Settlement Amount (including without limitation applying for a Taxpayer Identification Number 

for the Settlement Fund and filing the returns described in Treas. Reg. § 1.468B-2(k)). Such 

returns as well as the election described in Paragraph 5.1 shall be consistent with this Article 5 

and, in all events, shall reflect that all taxes (as defined in Paragraph 5.3 below) (including any 

estimated taxes, interest, or penalties) on the income earned by the Gross Settlement Amount shall 

be deducted and paid from the Gross Settlement Amount as provided in Paragraph 5.3 hereof. 

5.3 Taxes and tax expenses are Administrative Expenses to be deducted and paid from 

the Gross Settlement Amount, including but not limited to: (1) all taxes (including any estimated 

taxes, interest, or penalties) arising with respect to the income earned by the Gross Settlement 

Amount, including any taxes or tax detriments that may be imposed upon Defendants or 

Defendants’ Counsel with respect to any income earned by the Gross Settlement Amount for any 

period during which the Gross Settlement Amount does not qualify as a “qualified settlement fund” 

for federal or state income tax purposes, and (2) all tax expenses and costs incurred in connection 

with the operation and implementation of this Article 5 (including, without limitation, expenses of 

tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing 

(or failing to file) the returns described in this Article 5). Such taxes and tax expenses shall be 

Administrative Expenses and shall be paid timely by the Escrow Agent out of the Gross Settlement 

Amount without prior order from the Court. The Escrow Agent shall be obligated 

(notwithstanding anything herein to the contrary) to withhold from distribution to any Class 

Member any funds necessary to pay such amounts, including the establishment of adequate 

reserves for any taxes and tax expenses (as well as any amounts that may be required to be withheld 

under Treas. Reg. § 1.468B-2(1)(2)); neither Defendants, Defendants’ Counsel, nor Class Counsel 

are responsible nor shall they have any liability therefor. The Settling Parties agree to cooperate 

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with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably 

necessary to carry out the provisions of this Article 5. 

5.4 Within twenty (20) Business Days after the later of (a) the date the Preliminary 

Approval Order is entered, or (b) the escrow account described in Paragraph 5.1 is established and 

the Escrow Agent shall have furnished to Defendants in writing the escrow account name, IRS W9 Form, and all necessary wiring instructions, Defendants or their insurers shall deposit one 

hundred thousand dollars ($100,000.00) of the Gross Settlement Amount to the Escrow Agent for 

deposit into the Qualified Settlement Fund. 

5.5 Within twenty (20) Business Days after the Settlement Effective Date, Defendants 

or their insurers shall deposit the remainder of the Gross Settlement Amount ($3,800,000.00) into 

the Qualified Settlement Fund. 

5.6 Subject to Section 7.1 in this Settlement Agreement, in no event shall any of the 

Defendants be required to make payments or incur any expenses in excess of the Gross Settlement 

Amount. The Gross Settlement Amount shall be the only amount paid by Defendants (or their 

insurers) under this Settlement Agreement, and Defendants shall not be obligated to make any 

other payments under this Settlement Agreement or in connection with this Settlement including 

but not limited to any payments that the Class Representatives or Class Members may claim they 

are entitled to under the Plans as a result of this Settlement or any Class Representatives’ or Class 

Members’ recovery under this Settlement. 

5.7 The Escrow Agent shall invest the Qualified Settlement Fund in short-term United 

States Agency or Treasury Securities or other instruments backed by the Full Faith and Credit of 

the United States Government or an Agency thereof, or fully insured by the United States 

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Government or an Agency thereof, and shall reinvest the proceeds of these investments as they 

mature in similar instruments at their then-current market rates. 

5.8 The Escrow Agent shall not disburse the Qualified Settlement Fund or any portion 

except as provided in this Settlement Agreement, in an order of the Court, or in a subsequent 

written stipulation between Class Counsel and Defendants’ Counsel. Subject to the orders of the 

Court, the Escrow Agent is authorized to execute such transactions as are consistent with the terms 

of this Settlement Agreement. 

5.9 After the Settlement Effective Date, the Gross Settlement Amount will be

distributed from the Qualified Settlement Fund as follows: First, within twenty (20) Business Days 

of the Settlement Effective Date, all Administrative Expenses approved by the Court shall be paid. 

Second, within sixty (60) calendar days of the Settlement Effective Date, (a) any Class 

Representative Compensation approved by the Court shall be paid; (b) all Attorneys’ Fees and 

Costs approved by the Court shall be paid to Class Counsel; and (c) the Net Settlement Amount 

will be distributed pursuant to the Plan of Allocation. Pending final distribution of the Net 

Settlement Amount in accordance with the Plan of Allocation, the Escrow Agent will maintain the 

Qualified Settlement Fund.

5.10 The Escrow Agent, or the Settlement Administrator on its behalf, shall be 

responsible for making provision for the payment from the Qualified Settlement Fund of all taxes 

and tax expenses, if any, owed with respect to the Qualified Settlement Fund and for all tax 

reporting, remittance, and/or withholding obligations, if any, for amounts distributed from it. 

Defendants, Defendants’ Counsel, and Class Counsel have no responsibility or any liability for 

any taxes or tax expenses owed by, or any tax reporting or withholding obligations, if any, of the 

Qualified Settlement Fund. 

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5.11 No later than February 15 of the year following the calendar year in which 

Defendants, their insurers, or agents make a transfer to the Qualified Settlement Fund pursuant to 

the terms of this Article 5, Defendants, their insurers, or agents shall timely furnish a statement to 

the Escrow Agent, or the Settlement Administrator on its behalf, that complies with Treas. Reg. 

§ 1.468B-3(e)(2), which may be a combined statement under Treas. Reg. § 1.468B3(e)(2)(ii), and 

shall attach a copy of the statement to their federal income tax returns filed for the taxable year in 

which Defendants, its insurers, or agents make a transfer to the Qualified Settlement Fund. 

6. ARTICLE 6 – PLAN OF ALLOCATION 

6.1 After the Settlement Effective Date, the Settlement Administrator shall cause the 

Net Settlement Amount to be allocated and distributed to the Former Participants as set forth in 

Paragraph 6.6 below, and to the Plans for distribution to the accounts of Current Participants as set 

forth in Paragraph 6.5 below, both in accordance with the Plan of Allocation set forth in this Article 

6 and as ordered by the Court. 

6.2 To be eligible for a distribution from the Net Settlement Amount, a person must be 

a Current Participant or a Former Participant, or a Beneficiary or Alternate Payee of such a person. 

Current Participants shall receive their settlement payments as contributions to their account(s) in 

the Plans, as provided for in Paragraph 6.5 below, unless, as of the date of their settlement 

payments, they no longer have an Active Account in the Plans, in which case they shall be treated 

as Former Participants. Former Participants shall receive their settlement payments in the form of 

checks or, if permitted by the Settlement Administrator, in the form of tax-qualified rollovers to 

an individual retirement account or other eligible employer plan, as provided in Paragraph 6.6 

below. 

6.3 Beneficiaries will receive settlement payments as described in this Article 6 in 

amounts corresponding to their entitlement as beneficiaries of the Current Participant or of the 

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Former Participant with respect to which the payment is made. This includes settlement payments 

to Beneficiaries determined by the participant’s account(s) in the applicable Plan(s) during the 

Class Period and/or by the Beneficiary’s own account(s) in the applicable Plan(s) during the Class 

Period if an account was created in one or more of the Plans for the participant’s Beneficiary. 

Alternate Payees will receive settlement payments if and to the extent they are entitled to receive 

a portion of a Current Participant’s or Former Participant’s allocation under this Article 6 pursuant 

to the terms of the applicable Qualified Domestic Relations Order. Beneficiaries and Alternate 

Payees with Active Accounts as of the date of the Motion for Preliminary Approval will receive 

payments by the method described in this Article 6 for Current Participants, subject to Paragraph 

6.5.6 below. Beneficiaries and Alternate Payees who do not have Active Accounts as of the date 

of the Motion for Preliminary Approval will receive payments by the method described in this 

Article 6 for Former Participants. The Settlement Administrator shall have sole and final 

discretion to determine the amounts to be paid to Beneficiaries and Alternate Payees in accordance 

with the Plan of Allocation set forth in this Article 6 and as ordered by the Court. 

6.4 Calculation of Settlement Payments. Payments to Former Participants and 

Current Participants (including Beneficiaries and Alternate Payees) shall be calculated by the 

Settlement Administrator pursuant to the Plan of Allocation as follows: 

6.4.1 In order to perform the calculations required under this Settlement 

Agreement, and pursuant to Paragraph 3.5, the Settlement Administrator shall obtain from 

the Plans’ recordkeeper the quarterly account balances for all Class Members during the 

Class Period and their balances, if any, in each of the Voya Funds. For each such Class 

Member, the Settlement Administrator shall determine an Average Settlement Allocation 

Score, as follows: 

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Each Class Member’s Settlement Allocation Score shall be computed 

quarterly throughout the Class Period based on such Class Member’s 

quarter-ending account balances during the Class Period, such that each 

dollar invested in the Plans equals one (1) Point, and each dollar invested in 

the challenged Voya funds equals an additional one half (0.5) Point. A 

Participant’s Average Settlement Allocation Score shall be the average of 

the Participant’s quarterly Settlement Allocation Scores during the Class 

Period, weighted to account for partial quarters. 

6.4.2 The Settlement Administrator shall determine the total settlement payment 

available to each Former Participant and Current Participant by calculating each such 

Former Participant’s and Current Participant’s pro-rata share of the Net Settlement Fund 

based on his or her Average Settlement Allocation Score compared to the sum of the 

Average Settlement Allocation Scores for all Former Participants and Current Participants. 

If the dollar amount of the settlement payment to a Former Participant is calculated by the 

Settlement Administrator to be less than $5.00, then that Former Participant’s pro-rata 

share shall be zero for all purposes, and his or her share shall be reallocated amongst the 

other Class Members. 

6.4.3 The Settlement Administrator shall utilize the calculations required to be 

performed herein for (a) making the required payments to Former Participants under 

Paragraph 6.6 of the Settlement Agreement; and (b) instructing the Plans’ recordkeeper as 

to the amount of the Net Settlement Fund to be allocated to Current Participants under 

Paragraph 6.5 of the Settlement Agreement and calculating the total amount to deposit in 

the Plans to fulfill this instruction. 

6.4.4 The total amount of all tax-qualified rollovers or checks to be written by the 

Settlement Administrator for Former Participants, plus the total amount of all allocations 

that the Plans’ recordkeeper is instructed to make to Current Participants may not exceed 

the Net Settlement Amount. In the event that the Settlement Administrator determines that 

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the Plan of Allocation total would otherwise exceed the Net Settlement Amount, the 

Settlement Administrator is authorized to make such pro-rata changes as are necessary to 

the Plan of Allocation such that said totals do not exceed the Net Settlement Amount. 

6.5 Payments to Current Participants. Current Participants will automatically 

receive a settlement payment to their accounts in the Plans. 

6.5.1 Within five (5) Business Days after the Settlement Administrator has 

completed all payment calculations for all Current Participants, the Settlement 

Administrator will provide Defendants (or their designee) and the Plans’ recordkeeper, in 

a format and via a delivery method mutually agreed upon by the Settlement Administrator 

and Defendants, with an Excel spreadsheet (or other format acceptable to the Plans’ 

recordkeeper) containing the name, the amount of the settlement payment for each of the 

Current Participants, and any other information requested by Defendants or the Plans’ 

recordkeeper as necessary to effectuate this provision. This shall include a breakdown 

showing which portion of the settlement payment shall be allocated to each Current 

Participant’s account in the Mercy Plan, which portion shall be allocated to each Current 

Participant’s account in the RHP Plan, and which portion shall be allocated to each Current 

Participant’s account in the RHS Plan. For each Current Participant, this breakdown shall 

be proportional to their account balances in each of the Plans as of September 30, 2021 

based on account balance data provided by the Plans’ recordkeeper. 

6.5.2 Thereafter, upon giving five (5) Business Days’ written notice to 

Defendants (or their designee, i.e., the Plans’ recordkeeper), the Settlement Administrator 

shall effect a transfer from the Qualified Settlement Fund to the Plans of the aggregate 

amount of all settlement payments payable to Current Participants, as reflected in a 

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spreadsheet provided by the Settlement Administrator (allocated between their Mercy Plan, 

RHP Plan, and RHS Plan accounts). The Plans’ recordkeeper shall thereafter credit the 

individual Active Account(s) of each Current Participant in an amount equal to that stated 

on the spreadsheet provided by the Settlement Administrator in relation to such Current 

Participant. 

6.5.3 The settlement payment for each Current Participant will be invested in 

accordance with and proportionate to such Current Participant’s investment elections then 

on file for new contributions. If the Current Participant does not have an investment 

election on file, then such Current Participant shall be deemed to have directed such 

payment to be invested in the Plans’ “Qualified Default Investment Alternative,” as defined 

in 29 C.F.R. § 2550.404c-5. 

6.5.4 The Plans’ recordkeeper shall process all Current Participant transactions 

within forty-five (45) calendar days of receiving direction, including the completed 

settlement calculations for Current Participants and the transfer from the Qualified 

Settlement Fund to the Plans of the aggregate amount of all settlement payments payable 

to Current Participants, from the Settlement Administrator for any Current Participant. 

6.5.5 The Plans may be amended, to the extent necessary, to reflect the settlement 

allocation to Current Participants’ Active Account(s) in accordance with this Article 6. 

6.5.6 If, as of the date when distributions pursuant to this Settlement Agreement 

are made, a Current Participant no longer has an Active Account, he or she will be treated 

as a Former Participant for purposes of the settlement distribution only and will receive his 

or her payment from the Settlement Administrator in the form of a check as described in 

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Paragraph 6.6. A Current Participant who no longer has an Active Account on the date of 

his or her Settlement distribution need not complete a Former Participant Rollover Form. 

6.6 Payments to Former Participants. Former Participants will be required to submit 

a Former Participant Rollover Form in order to receive a settlement payment via rollover. Each 

Former Participant who does not submit a Former Participant Rollover Form will receive his or 

her settlement payment via check as specified in Paragraph 6.6.3. 

6.6.1 Each Former Participant (or the Beneficiaries or Alternate Payees of Former 

Participants) will have the opportunity to elect a tax-qualified rollover of his or her prorata share of the Net Settlement Amount to an individual retirement account or other 

eligible employer plan, which he or she has identified on the Former Participant Rollover 

Form, provided that the Former Participant timely supplies adequate information to the 

Settlement Administrator to effect the rollover. 

6.6.2 For each Former Participant who has supplied adequate information for the 

Settlement Administrator to effect a rollover, upon completing the calculation of each Class 

Member’s pro-rata share of the Net Settlement Amount and no later than sixty (60) 

calendar days following the Settlement Effective Date, the Settlement Administrator shall 

effect a rollover from the Qualified Settlement Fund to the individual retirement account 

or other eligible employer plan elected by each such Former Participant in his or her Former 

Participant Rollover Form (if the conditions for such rollover are satisfied) and any 

associated paperwork necessary to effect the rollover. If the Settlement Administrator is 

unable to effectuate the rollover instructions of any Former Participant as provided in his 

or her Former Participant Rollover Form, he or she will receive his or her settlement 

payment via check as specified in Paragraph 6.6.3. 

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6.6.3 For each Former Participant who has elected to receive a check, has not 

submitted a Former Participant Rollover Form, or has submitted a Former Participant 

Rollover Form but has not provided adequate information for the Settlement Administrator 

to effect a rollover, upon completing the calculation of each Class Member’s pro-rata share 

of the Net Settlement Amount and no later than sixty (60) calendar days following the 

Settlement Effective Date, the Settlement Administrator shall issue a check from the 

Qualified Settlement Fund to each such Former Participant in the amount equaling his or 

her pro-rata share of the Net Settlement Amount. 

6.6.4 For each check issued other than a rollover, the Settlement Administrator 

shall (1) calculate and withhold any applicable taxes associated with the payments 

allocable to the Former Participant; (2) report such payments and remit such tax 

withholdings to the Internal Revenue Service and applicable state and local revenue agents; 

and (3) issue appropriate tax forms to the Former Participant. 

6.6.5 Neither Defendants, Defendants’ Counsel, Class Counsel, Class 

Representatives, nor the Released Parties shall have any responsibility for or liability 

whatsoever with respect to any tax advice given to Current Participants or Former 

Participants. 

6.7 This Plan of Allocation is based upon preliminary data regarding the Class 

Members who may be entitled to settlement payments. If the Settlement Administrator concludes 

that it is impracticable to implement any provision of this Plan of Allocation, the Settling Parties 

will promptly modify the terms of this Plan of Allocation and present such modified terms first to 

the Independent Fiduciary for its review and approval and second to the Court for its approval. In 

no event shall any modification require Defendants to make payments or incur any expenses in 

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excess of the Gross Settlement Amount. Direct mailed notice to Class Members of such proposed 

modification of the Plan of Allocation shall not be required. However, notice of such proposed 

modification shall be posted by the Settlement Administrator on the Settlement Website. The 

Settlement Administrator shall be solely responsible for performing any calculations required by 

this Plan of Allocation. 

6.8 Within twenty-eight (28) calendar days of completing all aspects of this Plan of 

Allocation, the Settlement Administrator shall send to Class Counsel, Defendants’ Counsel, and 

Defendants one or more affidavits stating the following: (a) the name of each Class Member to 

whom the Settlement Administrator sent the Settlement Notice (and the Former Participant 

Rollover Form, if applicable) and the address of such mailing; (b) the date(s) upon which the 

Settlement Administrator sent the Settlement Notice (and the Former Participant Rollover Form, 

if applicable); (c) the name of each Class Member whose Settlement Notice and/or Former 

Participant Rollover Form was returned as undeliverable; (d) the efforts made by the Settlement 

Administrator to find the correct address and to deliver the Settlement Notice and/or Former 

Participant Rollover Form for each such Class Member; (e) the name of each Class Member who 

submitted a Former Participant Rollover Form on or before the Rollover Form Deadline; and (f) 

the name of each Class Member to whom the Settlement Administrator made a distribution from 

the Net Settlement Amount, together with the amount and form of the distribution, the name of the 

payee, the date of distribution, the amount of tax withholdings, if applicable, and the date of 

remittance of tax withholdings to the appropriate tax authority, if applicable. 

6.9 The Settling Parties acknowledge that any payments to Class Members may be 

subject to applicable tax laws. Defendants, Defendants’ Counsel, Class Counsel, and the Class 

Representatives will provide no tax advice to the Class Members and make no representation 

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regarding the tax consequences of any of the settlement payments described in this Settlement 

Agreement. To the extent that any portion of any settlement payment is subject to income or other 

tax, the recipient of the payment shall be responsible for payment of such tax. Deductions will be 

made, and reporting will be performed by the Settlement Administrator, as required by law in 

respect of all payments made under the Settlement Agreement. 

6.10 Each Class Member who receives a payment under this Settlement Agreement shall 

be fully and ultimately responsible for payment of any and all federal, state, or local taxes resulting 

from or attributable to the payment received by such person. Each Class Member shall hold 

Defendants, the Released Parties, Defendants’ Counsel, Class Counsel, the Class Representatives, 

and the Settlement Administrator harmless from any tax liability, including penalties and interest, 

related in any way to payments under the Settlement Agreement, and shall hold Defendants, the 

Released Parties, Defendants’ Counsel, Class Counsel, the Class Representatives, and the 

Settlement Administrator harmless from the costs (including, for example, attorneys’ fees and 

disbursements) of any proceedings (including, for example, investigation and suit), related to such 

tax liability. 

6.11 All checks issued pursuant to this Plan of Allocation shall expire one hundred 

twenty (120) calendar days after their issue date. All checks that are undelivered or are not cashed 

before their expiration date shall revert to the Qualified Settlement Fund. 

6.12 No sooner than thirty (30) calendar days following the end of the Settlement Period, 

any Net Settlement Amount remaining in the Qualified Settlement Fund after distributions, 

including costs and taxes, shall be paid to the Plans and allocated amongst the Plans in proportion 

to the size of each of the Plans as of the most recently reported quarter-ending date for the purpose 

of defraying administrative fees and expenses of the Plans. 

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6.13 The Net Settlement Amount to be allocated and distributed to Former Participants 

and to the Plans for distribution to the Current Participants in accordance with the Plan of 

Allocation shall constitute “restorative payments” within the meaning of Revenue Ruling 2002-45 

for all purposes. 

7. ARTICLE 7 – PROSPECTIVE RELIEF 

7.1 Defendants agree that, for three (3) years following the Settlement Effective Date, 

Defendants shall retain one or more independent consultants pursuant to ERISA § 3(21), who is 

not an existing investment or service provider or affiliated with the Plans, to provide ongoing 

assistance in reviewing the investment options in the Plans, the fees for those investment options, 

and any brokerage fees incurred by the Plans. 

8. ARTICLE 8 – ATTORNEYS’ FEES AND COSTS, ADMINISTRATIVE 

EXPENSES, AND CLASS REPRESENTATIVE COMPENSATION 

8.1 Class Counsel may file a motion for an award of Attorneys’ Fees and Costs, and 

Administrative Expenses, at least thirty (30) calendar days before the deadline set in the 

Preliminary Approval Order for objections to the proposed settlement, which may be 

supplemented thereafter. At the same time, the Class Representatives may also seek an award of 

Class Representative Compensation. Any such awards shall be paid from the Gross Settlement 

Amount. Defendants shall have no independent responsibility or liability for any amounts awarded 

by the Court. 

8.2 The appropriate amount of any such awards shall be determined by the Court in its 

discretion. This Settlement Agreement does not purport to establish a presumptively reasonable 

amount, and Defendants will take no position with the Court regarding the requested Attorneys’ 

Fees and Costs, Administrative Expenses, or Class Representative Compensation, so long as the 

requested Attorneys’ Fees do not exceed one-third of the Gross Settlement Fund ($1,300,000.00) 

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and the requested Class Representative Compensation does not exceed $5,000 for each Class 

Representative. 

9. ARTICLE 9 – RELEASE AND COVENANT NOT TO SUE 

9.1 As of the Settlement Effective Date, the Plans (subject to Independent Fiduciary 

approval as required by Paragraph 3.1) and all Class Members (and their respective heirs, 

beneficiaries, executors, administrators, estates, past and present partners, officers, directors, 

agents, attorneys, predecessors, successors, and assigns) shall be deemed to have fully, finally, and 

forever settled, released, relinquished, waived, and discharged Defendants, the Plans, and all 

Released Parties from the Released Claims, whether or not such Class Members have executed 

and delivered a Former Participant Rollover Form, whether or not such Class Members have 

actually received or read the Settlement Notices, whether or not such Class Members have filed 

an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ 

Fees and Costs, and whether or not the objections or claims for distribution of such Class Members 

have been approved or allowed. 

9.2 As of the Settlement Effective Date, the Class Members and the Plans (subject to 

Independent Fiduciary approval as required by Paragraph 3.1), acting individually or together, or 

in combination with others, shall not sue or seek to institute, maintain, prosecute, argue, or assert 

in any action or proceeding (including but not limited to an IRS determination letter proceeding, a 

Department of Labor proceeding, an arbitration, or a proceeding before any state insurance or other 

department or commission), any cause of action, demand, or claim adverse to the Released Parties 

on the basis of, connected with, or arising out of any of the Released Claims. Nothing herein shall 

preclude any action to enforce the terms of this Settlement Agreement pursuant to the procedures 

set forth in this Settlement Agreement. 

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9.3 The Class Representatives, Class Counsel, the Plans, or the Class Members may 

hereafter discover facts in addition to or different from those that they know or believe to be true 

with respect to the Released Claims. Such facts, if known by them, might have affected the 

decision to settle with respect to Defendants, the Plans, and the Released Parties, or the decision 

to release, relinquish, waive, and discharge the Released Claims, or the decision of a Class Member 

not to object to the Settlement. Notwithstanding the foregoing, each Class Member and the Plans 

shall expressly, upon the Effective Date of the Final Approval Order, be deemed to have, and by 

operation of the Final Approval Order, shall have, fully, finally, and forever settled, released, 

relinquished, waived, and discharged any and all Released Claims. The Class Members and the 

Plans acknowledge and shall be deemed by operation of the Effective Approval Order to have 

acknowledged that the foregoing waiver was bargained for separately and is a key element of the 

Settlement embodied in this Settlement Agreement of which this release is a part. 

9.4 Upon the Effective Date of the Final Approval Order, the Class Representatives, 

Class Members, and the Plans shall be conclusively deemed to, and by operation of the Effective 

Approval Order shall, settle, release, relinquish, waive and discharge any and all rights or benefits 

they may now have, or in the future may have, under any law relating to the releases of unknown 

claims pertaining specifically to Section 1542 of the California Civil Code, which provides: 

A general release does not extend to claims that the creditor or releasing party does 

not know or suspect to exist in his or her favor at the time of executing the release 

and that, if known by him or her, would have materially affected his or her 

settlement with the debtor or released party. 

Also, the Class Representatives and Class Members with respect to the Released Claims shall, 

upon the Effective Approval Order, waive any and all provisions, rights and benefits conferred by 

any law or of any State or territory within the United States or any foreign country, or any principle 

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of common law, which is similar, comparable or equivalent in substance to Section 1542 of the 

California Civil Code. 

10. ARTICLE 10 – REPRESENTATIONS AND WARRANTIES 

10.1 The Settling Parties represent: 

10.1.1 That they are voluntarily entering into this Settlement Agreement as a result 

of arm’s length negotiations, and that in executing this Settlement Agreement they are 

relying solely upon their own judgment, belief, and knowledge, and upon the advice and 

recommendations of their own counsel, concerning the nature, extent, and duration of their 

rights and claims hereunder and regarding all matters that relate in any way to the subject 

matter hereof; 

10.1.2 That they assume the risk of mistake as to facts or law; 

10.1.3 That they recognize that additional evidence may have come to light, but 

that they nevertheless desire to avoid the expense and uncertainty of litigation by entering 

into the Settlement; 

10.1.4 That they have read carefully the contents of this Settlement Agreement, 

and this Settlement Agreement is signed freely by each individual executing this Settlement 

Agreement on behalf of each of the Settling Parties; and 

10.1.5 That they have made such investigation of the facts pertaining to the 

Settlement and all matters pertaining thereto, as they deem necessary. 

10.2 Each individual executing this Settlement Agreement on behalf of a Settling Party 

does hereby personally represent and warrant to the other Settling Parties that he/she has the 

authority to execute this Settlement Agreement on behalf of, and fully bind, each principal that 

each such individual represents or purports to represent. 

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11. ARTICLE 11 – TERMINATION, CONDITIONS OF SETTLEMENT, AND 

EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION 

11.1 The Settlement Agreement shall automatically terminate, and thereby become null 

and void with no further force or effect if: 

11.1.1 Pursuant to Paragraph 3.1, (1) either the Independent Fiduciary does not 

approve the release or the Settlement Agreement, or disapproves the release or the 

Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that 

the Independent Fiduciary’s approval does not include the determinations required by PTE 

2003-39; and (2) the Settling Parties do not mutually agree to modify the terms of this 

Settlement Agreement to facilitate an approval by the Independent Fiduciary or the 

Independent Fiduciary’s determinations required by PTE 2003-39;

11.1.2 This Settlement Agreement is disapproved by the Court or fails to become 

Effective for any reason whatsoever; 

11.1.3 The Preliminary Approval Order and the Final Approval Order are not 

entered by the Court in substantially the form submitted by the Settling Parties or in a form 

which is otherwise agreed to by the Settling Parties; or 

11.1.4 The Settlement Class is not certified as defined herein or in a form which

is otherwise agreed to by the Settling Parties;

11.1.5 The Preliminary Approval Order or Final Approval Order is finally reversed 

on appeal, or is materially modified on appeal, and the Settling Parties do not mutually 

agree to any such material modifications; or 

11.2 If the Settlement Agreement is terminated, deemed null and void, or has no further 

force or effect, the Action and the Released Claims asserted by the Class Representatives and Class 

Members shall for all purposes revert to their status as though the Settling Parties never executed 

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the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest 

earned thereon, shall be returned to Defendants, their agents, or insurers pro rata based on their 

contributions to the Qualified Settlement Fund within thirty (30) calendar days after the Settlement 

Agreement is finally terminated or deemed null and void, except as provided for in Paragraph 11.4. 

11.3 The Court’s denial, in whole or in part, of Class Counsel’s request for Attorneys’ 

Fees and Costs and/or the Class Representative Compensation shall not be deemed a failure to 

approve the Settlement Agreement and shall not cause the Settlement Agreement to be terminated. 

11.4 In the event that the Settlement Agreement is terminated, Administrative Expenses 

incurred prior to the termination shall be paid first from the interest earned, if any, on the Qualified 

Settlement Fund. Administrative Expenses in excess of the interest earned on the Qualified 

Settlement Fund shall be split evenly and paid by Class Counsel, on the one hand, and Defendants, 

on the other hand. 

12. ARTICLE 12 – SETTLEMENT WEBSITE AND OTHER COMMUNICATIONS 

RELATED TO THE SETTLEMENT 

12.1 On or before the date that the Settlement Notices are mailed, the Settlement 

Administrator will establish a Settlement Website on which it will post the following documents 

or links to the following documents: the Amended Class Action Complaint, the Settlement 

Agreement and Exhibits thereto, Settlement Notices, Former Participants Rollover Form, 

Preliminary Approval Order and any other Court orders related to the Settlement, and any other 

documents or information mutually agreed upon by the Settling Parties (“Settlement Website 

Information”) in writing. When filed, the Settlement Administrator will also post or include links 

to the Motion for Attorneys’ Fees and Costs, Administrative Expenses, and Class Representative 

Compensation (and any documents submitted in support). No other information or documents will 

be posted on the Settlement Website unless agreed to in advance by the Settling Parties in writing. 

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The Settlement Administrator will take down the Settlement Website at the conclusion of the 

Settlement Period. 

12.2 On or before the date that the Settlement Notices are mailed, the Settlement 

Administrator also shall arrange for a toll-free telephone call center facility to be active during the 

period of time that the Settlement Website is active. The toll-free telephone call facility will 

employ an interactive voice response system (“IVR system”) to answer calls, and will provide 

callers the option of speaking with a live operator if necessary. 

12.3 The Class Representatives and Class Counsel agree that they will not at any time 

publicly disparage or encourage or induce others to publicly disparage any of the Defendants or 

Released Parties as to the Action or the Settlement. 

13. ARTICLE 13 – GENERAL PROVISIONS 

13.1 The undersigned counsel, on behalf of themselves and the Settling Parties, agree to 

cooperate fully with each other in seeking Court approvals of the Preliminary Approval Order and 

the Final Approval Order, and to do all things as may reasonably be required to effectuate 

preliminary and final approval and the implementation of this Settlement Agreement according to 

its terms. 

13.2 Within sixty (60) calendar days after the close of the Settlement Period, the Settling 

Parties shall destroy all documents, communications, or things produced in discovery under a 

claim of confidentiality, including but not limited to documents, communications, or things 

produced under a claim of privilege. 

13.3 The Class Representatives, Class Counsel, and the Class Members agree that this 

Settlement Agreement, whether or not consummated, and any related negotiations or proceedings, 

are not, and shall not be construed as, deemed to be, or offered or received as evidence of an 

admission by or on the part of Defendants or Released Parties of any wrongdoing, fault, or liability 

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whatsoever by any of Defendants or Released Parties, or give rise to any inference of any 

wrongdoing, fault, or liability or admission of any wrongdoing, fault, or liability in the Action or 

any other proceeding, and Defendants and Released Parties admit no wrongdoing or liability with 

respect to any of the allegations or claims in the Action. The Class Representatives, Class Counsel, 

and the Class Members agree that this Settlement Agreement, whether or not consummated, and 

any related negotiations or proceedings, shall not constitute admissions of any liability of any kind, 

whether legal or factual. 

13.4 Neither the Defendants, the Released Parties, the Class Representatives, Class 

Counsel, nor Defendants’ Counsel shall have any responsibility for or liability whatsoever with 

respect to (1) any act, omission, or determination of the Settlement Administrator, or any of its 

respective designees or agents, in connection with the administration of the Gross Settlement 

Amount or otherwise; (2) the determination of the Independent Fiduciary; (3) the management, 

investment, or distribution of the Qualified Settlement Fund; (4) the Plan of Allocation as approved 

by the Court; (5) the determination, administration, calculation, or payment of any claims asserted 

against the Qualified Settlement Fund; (6) any losses suffered by, or fluctuations in the value of, 

the Qualified Settlement Fund; or (7) the payment or withholding of any taxes, expenses, and/or 

costs incurred in connection with the taxation of the Qualified Settlement Fund or tax reporting, 

or the filing of any returns. Further, neither Defendants nor Defendants’ Counsel shall have any 

responsibility for, or liability whatsoever with respect to, any act, omission, or determination of 

Class Counsel in connection with the administration of the Gross Settlement Amount or otherwise. 

13.5 Only Class Counsel shall have standing to seek enforcement of this Settlement 

Agreement on behalf of Class Representatives, Class Members or the Plan. Any individual 

concerned about Defendants’ compliance with this Settlement Agreement may so notify Class 

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Counsel and direct any requests for enforcement to them. Class Counsel shall have the full and 

sole discretion to take whatever action they deem appropriate, or to refrain from taking any action, 

in response to such request. Any action by Class Counsel to monitor or enforce the Settlement 

Agreement shall be done without additional fee or reimbursement of expenses beyond the 

Attorneys’ Fees and Costs determined by the Court. 

13.6 This Settlement Agreement shall be interpreted, construed, and enforced in

accordance with applicable federal law.

13.7 Class Counsel, Defendants’ Counsel, and the Settling Parties agree that any and all 

disputes concerning compliance with the Settlement Agreement shall be exclusively resolved as 

follows: 

13.7.1 If Class Counsel, Defendants’ Counsel, or a Settling Party has reason to 

believe that a legitimate dispute exists concerning compliance with the Settlement 

Agreement, the party raising the dispute shall first promptly give written notice (also 

electronic notice by e-mail) under the Settlement Agreement to the other party, including 

in such notice: (1) a reference to all specific provisions of the Settlement Agreement that 

are involved; (2) a statement of the alleged non-compliance; (3) a statement of the remedial 

action sought; and (4) a brief statement of the specific facts, circumstances, and any other 

arguments supporting the position of the party raising the dispute; 

13.7.2 Within ten (10) Business Days after receiving the notice described in 

Paragraph 13.7.1, the receiving party shall respond in writing with its position and the facts 

and arguments it relies on in support of its position; 

13.7.3 For a period of not more than ten (10) Business Days following mailing and 

electronic notice of the response described in Paragraph 13.7.2, the Settling Parties shall 

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undertake good-faith negotiations, which may include meeting in person or conferring by 

telephone, to attempt to resolve the dispute; 

13.7.4 If the dispute is not resolved during the period described in Paragraph 

13.7.3, either party may request that the Court resolve the dispute; 

13.7.5 In connection with any disputes concerning compliance with the Settlement 

Agreement, the Settling Parties agree that each party shall bear its own fees and costs. 

13.8 The Settling Parties agree that the Court has personal jurisdiction over the Class 

Representatives, Class Members, and Defendants, and shall retain that jurisdiction for purposes of 

enforcing the Settlement Agreement and resolving any disputes concerning compliance with the 

Settlement Agreement. 

13.9 The Settlement Agreement may be executed by exchange of executed signature 

pages, and any signature transmitted by facsimile or e-mail attachment of scanned signature pages 

for the purpose of executing this Settlement Agreement shall be deemed an original signature for 

purposes of this Settlement Agreement. The Settlement Agreement may be executed in any 

number of counterparts, and each of such counterparts shall for all purposes be deemed an original, 

and all such counterparts shall together constitute the same instrument. 

13.10 Each Settling Party to this Settlement Agreement hereby acknowledges that he, she, 

they, or it has consulted with and obtained the advice of counsel prior to executing this Settlement 

Agreement and that this Settlement Agreement has been explained to that party by his, her, their, 

or its counsel. 

13.11 Any headings included in this Settlement Agreement are for convenience only and 

do not in any way limit, alter, or affect the matters contained in this Settlement Agreement or the 

Articles or Paragraphs they caption. References to a person are also to the person’s permitted 

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successors and assigns, except as otherwise provided herein. Whenever the words “include,” 

“includes” or “including” are used in this Settlement Agreement, they shall not be limiting but 

shall be deemed to be followed by the words “without limitation.” 

13.12 This Settlement Agreement may be modified or amended only by written 

agreement signed by or on behalf of all Settling Parties. 

13.13 This Settlement Agreement and the exhibits attached hereto constitute the entire 

agreement among the Settling Parties and no representations, warranties, or inducements have 

been made to any party concerning the Settlement other than those contained in this Settlement 

Agreement and the exhibits thereto. 

13.14 The provisions of this Settlement Agreement may be waived only by an instrument 

in writing executed by the waiving party and specifically waiving such provisions. The waiver of 

any breach of this Settlement Agreement by any Settling Party shall not be deemed to be or 

construed as a waiver of any other breach or waiver by any other party, whether prior, subsequent, 

or contemporaneous, of this Settlement Agreement. 

13.15 Each of the Settling Parties agrees, without further consideration, and as part of 

finalizing the Settlement hereunder, that it will in good faith execute and deliver such other 

documents and take such other actions as may be necessary to consummate and effectuate this 

Settlement Agreement. 

13.16 All of the exhibits attached hereto are incorporated by reference as though fully set 

forth herein. The exhibits shall be: Exhibit 1 – Notice of Class Action Settlement and Fairness 

Hearing to Current Participants; Exhibit 2 – Notice of Class Action Settlement and Fairness 

Hearing to Former Participants; Exhibit 3 – Former Participant Rollover Form; Exhibit 4 – 

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Proposed Preliminary Approval Order; Exhibit 5 – Proposed Final Approval Order; Exhibit 6 – 

CAFA Notice. 

13.17 No provision of the Settlement Agreement or of the exhibits attached hereto shall 

be construed against or interpreted to the disadvantage of any party to the Settlement Agreement 

because that party is deemed to have prepared, structured, drafted, or requested the provision. 

13.18 Any notice, demand, or other communication under this Settlement Agreement 

(other than the Settlement Notices, or other notices given at the direction of the Court) shall be in 

writing and shall be deemed duly given upon receipt if it is addressed to each of the intended 

recipients as set forth below and personally delivered, sent by registered or certified mail postage 

prepaid, or delivered by reputable express overnight courier as follows: 

IF TO THE CLASS REPRESENTATIVES: 

Kai Richter (krichter@nka.com) 

Paul Lukas (lukas@nka.com) 

NICHOLS KASTER, PLLP 

4700 IDS Center 

80 South 8th Street 

Minneapolis, MN 55402 

IF TO DEFENDANTS: 

Jeremy Blumenfeld (jeremy.blumenfeld@morganlewis.com) 

MORGAN, LEWIS & BOCKIUS LLP 

1701 Market Street 

Philadelphia, PA 19103 

Abbey Glenn (abbey.glenn@morganlewis.com) 

MORGAN, LEWIS & BOCKIUS LLP 

1111 Pennsylvania Ave NW 

Washington, DC 20004 

* * * 

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SIGNED ON BEHALF OF CLASS REPRESENTATIVES Jamie Hill, Kathryn Neild, and 

Tricia Marvin, Individually and as Representatives of the Class 

Dated:________________ 

Kai Richter 

NICHOLS KASTER, PLLP 

4700 IDS Center 

80 South 8th Street 

Minneapolis, MN 55402 

Telephone: (612) 256-3200 

Attorney for the Class Representatives and Class 

November 5, 2021

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SIGNED ON BEHALF OF DEFENDANTS MERCY HEALTH CORPORATION AND MERCY 

HEALTH SYSTEM CORPORATION 

Dated:_______________________ _____________________________ 

Jeremy P. Blumenfeld 

MORGAN, LEWIS & BOCKIUS LLP 

1701 Market Street 

Philadelphia, PA 19103 

Phone: (215) 963-5000 

Fax: (215) 963-5001 

jeremy.blumenfeld@morganlewis.com 

Attorney for Mercy Health Corporation and 

Mercy Health System Corporation

____________

remy P Blum

November 4, 2021

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EXHIBIT 1

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IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

WESTERN DIVISION

 Case No. 20-cv-50286

NOTICE OF CLASS ACTION SETTLEMENT AND FAIRNESS HEARING

PLEASE READ THIS SETTLEMENT NOTICE CAREFULLY. 

This is a notice of a proposed class action settlement in the above-referenced lawsuit. Your 

legal rights may be affected if you are a member of the following Settlement Class:

All participants and beneficiaries of the Mercy Health Corporation Employees’ 

Retirement Plan at any time from August 3, 2014 through [the date the Court enters 

the Preliminary Approval Order], and all participants and beneficiaries of the 

Rockford Health System Retirement Plan and Rockford Health Physicians 

Retirement Plan at any time from January 1, 2017 through [the date the Court enters 

the Preliminary Approval Order], excluding members of the Mercy Health 

Corporation ERISA Benefit Plans Advisory Committee for the Plans at any time 

during the Class Period.

• The Court has given its preliminary approval to a proposed class action settlement (the 

“Settlement”), in a lawsuit brought by certain participants in the Mercy Health Corporation 

Employees’ Retirement Plan, the Rockford Health System Retirement Plan, and the Rockford 

Health Physicians Retirement Plan (collectively, the “Plans”) against Mercy Health 

Corporation and Mercy Health System Corporation (collectively, “Defendants”), alleging 

violations of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) 

in relation to the management of the Plans. Defendants deny all claims, and nothing in the 

Settlement is an admission or concession on Defendants’ part of any fault or liability 

Jamie Hill, Kathryn Neild, and Tricia Marvin, as 

representatives of a class of similarly situated 

persons, and on behalf of the Mercy Health 

Corporation Employees’ Retirement Plan, the 

Rockford Health System Retirement Plan, and the 

Rockford Health Physicians Retirement Plan,

Plaintiffs,

v.

Mercy Health Corporation, Mercy Health System 

Corporation, and Does 1-20,

Defendants.

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whatsoever. Defendants further maintain that they acted prudently and loyally at all times when 

acting in any fiduciary capacity with respect to the Plans.

• The Settlement will provide, among other things, for payment of a Gross Settlement Amount 

of $3,900,000 (“Gross Settlement Amount”) to resolve the claims against Defendants. Class 

Members are eligible to receive a pro rata share of the Net Settlement Amount remaining after 

payment of any Attorneys’ Fees and Costs, Administrative Expenses, and Class Representative 

Compensation to the Class Representatives. The Net Settlement Amount will be allocated to 

Settlement Class Members according to a Plan of Allocation to be approved by the Court and 

further described below.

• Class Members with a positive balance in any of the Plans as of September 30, 2021 (referred 

to herein as “Current Participants”) will automatically receive allocations directly to their Plan 

accounts so long as they maintain a positive balance through the time Settlement monies are 

distributed. Class Members who participated in the Plans during the Class Period but who do 

not have an Active Account in any of the Plans as of September 30, 2021 (referred to herein 

as “Former Participants”) will receive their settlement payment in the form of a check, or in 

the form of a rollover to an individual retirement account or other tax-qualified employer 

benefit plan if they elect a rollover.

• The terms and conditions of the Settlement are set forth in the Settlement Agreement dated

[DATE]. Capitalized terms used in this Notice but not defined in this Notice have the 

meanings assigned to them in the Settlement Agreement. The Settlement Agreement is 

available at [www.settlementwebsite.com]. Certain other documents also will be posted on

that website. You should visit that website if you would like more information about the

Settlement or the lawsuit. All papers filed in this lawsuit are also available for review via the 

Public Access to Court Electronic Records System (PACER), at http://www.pacer.gov, or by 

appearing in person during regular business hours at the Office of the Clerk of the United 

States District Court for the Northern District of Illinois, Stanley J. Roszkowski United States 

Courthouse, located at 327 S. Church Street, Rockford, IL 61101.

• Your rights and the choices available to you—and the applicable deadlines to act—are 

explained in this Notice. Please note that neither the Defendants nor any employees, attorneys, 

or representatives of the Defendants may advise you as to what the best choice is for you or 

how you should proceed. 

• The Court still has to decide whether to give its final approval to the Settlement. Payments

under the Settlement will be made only if the Court finally approves the Settlement, and that 

final approval is upheld in the event of any appeal.

• A Fairness Hearing will take place on [DATE], at [TIME], before the Honorable Iain D. 

Johnston, in Courtroom 5200 of the United States Courthouse located at 327 S. Church Street, 

Rockford, IL 61101, to determine whether to grant final approval of the Settlement and 

approve the requested Attorneys’ Fees and Costs, Administrative Expenses, and Class 

Representative Compensation. If the Fairness Hearing is rescheduled, or if it is held by video 

conference or telephone, a notice will be posted on the Settlement Website at 

[www.settlementwebsite.com].

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• Any objections to the Settlement, or to the requested Attorneys’ Fees and Costs, 

Administrative Expenses, or Class Representative Compensation, must be served in writing 

on Class Counsel and the Defendants’ Counsel, as identified on page 8 of this Settlement 

Notice, at least 28 calendar days before the Fairness Hearing.

YOUR LEGAL RIGHTS AND OPTIONS UNDER THE SETTLEMENT:

OUR RECORDS INDICATE 

YOU ARE A

CURRENT PARTICIPANT.

IF SO, YOU DO NOT NEED 

TO DO ANYTHING TO 

RECEIVE YOUR SHARE OF 

THE SETTLEMENT.

Our records indicate that you are a Current Participant. You do 

not need to do anything to receive your share of the Net 

Settlement Amount. If, however, you are a Former Participant 

who no longer has a Plan account with a positive balance, or are 

the Beneficiary or Alternate Payee of a Former Participant, then 

you may submit a Former Participant Rollover Form postmarked 

on or before [DATE] to receive a share of the Net Settlement

Amount via rollover. If you are a Former Participant and you do 

not mail the Former Participant Rollover Form by the above 

deadline, you will receive your share of the Net Settlement 

Amount via check. If you believe you are a Former Participant, a

rollover form may be obtained by calling the Settlement

Administrator at [telephone number] or by accessing

[www.settlementwebsite.com]. 

YOU CAN OBJECT

(NO LATER THAN [DATE])

You cannot opt out of this Settlement. But, if you wish to object 

to any part of the Settlement, or to the requested Attorneys’ Fees 

and Costs, Administrative Expenses, or Class Representative 

Compensation, you may do so. You must submit your objection 

and any supporting documents to Class Counsel and the

Defendants’ Counsel (as identified on page 8 below) at least 

28 calendar days before the Fairness Hearing.

YOU CAN ATTEND A 

HEARING ON [DATE]

You may also attend the Fairness Hearing and speak at the 

Fairness Hearing on [DATE]. Please note that you will not be 

permitted to make an objection to the Settlement at the hearing if

you do not comply with the requirements for making objections.

The Class Action

The above-referenced lawsuit, Jamie Hill, et al. v. Mercy Health Corporation, et al., 

No. 3:20-cv-50286 (N.D. Ill.) (the “Action” or “lawsuit”), has been pending since August 4, 2020. 

The Court supervising the case is the United States District Court for the Northern District of 

Illinois. The individuals who brought this lawsuit are called the Class Representatives, and the 

persons that were sued are called the Defendants. The Class Representatives (Jamie Hill, Kathryn 

Neild, and Tricia Marvin) are current and former participants in the Plans. The Defendants are

Mercy Health Corporation and the Mercy Health System Corporation. The claims in the lawsuit 

are described below on page 5, and additional information about them, including a copy of the 

operative Amended Complaint, is available at [www.settlementwebsite.com].

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The Settlement

Following mediation before an experienced, neutral mediator, and negotiations between Class 

Counsel and Defendants’ Counsel, the parties to this lawsuit reached a Settlement. The 

Settlement will provide, among other things, for a combined Gross Settlement Amount of 

$3,900,000 to be paid to resolve the claims against the Defendants. Class Members are eligible to 

receive a pro rata share of the Net Settlement Amount remaining after payment of any 

Administrative Expenses, any Attorneys’ Fees and Costs that the Court awards to Class Counsel, 

and any compensation that the Court awards to the Class Representatives. The Net Settlement 

Amount will be allocated to Settlement Class Members according to a Plan of Allocation to be 

approved by the Court and further described below. 

In addition, the Settlement provides that for three (3) years following the Settlement Effective 

Date, Defendants shall retain one or more independent consultants pursuant to ERISA § 3(21), 

who is not an existing investment or service provider or affiliated with the Plans, to provide 

ongoing assistance in reviewing the investment options in the Plans, the fees for those investment 

options, and any brokerage fees incurred by the Plans.

Statement of Attorneys’ Fees and Costs, Administrative Expenses, and Class 

Representative Compensation Sought in the Class Action

Class Counsel has devoted substantial time and effort to investigating the facts, prosecuting the 

lawsuit, reviewing documents obtained from Defendants, and negotiating the Settlement. During

that time, they also have advanced costs necessary to pursue the case. Class Counsel took the risk

of litigation and have not been paid for any of their time or for any of these costs throughout the

time this case has been pending. 

Class Counsel will apply to the Court for payment of Attorneys’ Fees for their work in the case.

The amount of fees that Class Counsel will request will not exceed one-third of the Gross 

Settlement Amount ($1,300,000.00). In addition, Class Counsel also will seek to recover their 

litigation costs and recoverable administrative expenses associated with the Settlement. Any 

Attorneys’ Fees and Costs and Administrative Expenses awarded by the Court will be paid from 

the Gross Settlement Amount. Class Counsel also will ask the Court to approve a payment, not to 

exceed $5,000, for each of the Class Representatives who took on the risk of litigation and 

committed to spend the time necessary to bring the case against the Defendants to a conclusion. 

Any Class Representative Compensation approved by the Court will also be paid from the Gross 

Settlement Amount. 

A full and formal application for Attorneys’ Fees and Costs, Administrative Expenses, and Class 

Representative Compensation will be filed with the Court on or before [DATE]. This application 

will be made available at [www.settlementwebsite.com]. You may also obtain a copy of this 

application through the Public Access to Court Electronic Records System (PACER) at 

http://www.pacer.gov, or by appearing in person during regular business hours at the Office of 

the Clerk of the United States District Court for the Northern District of Illinois, Stanley J. 

Roszkowski United States Courthouse, located at 327 S. Church Street, Rockford, IL 61101.

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1. Why Did I Receive This Settlement Notice?

The Settlement Administrator has caused this Notice to be sent to you because its records indicate 

that you may be a Current Participant Class Member. If you fall within the definition of the 

Settlement Class, you have a right to know about the Settlement and about all of the options

available to you before the Court decides whether to give its final approval to the Settlement.

2. What Is the Class Action About?

In the Class Action, the Class Representatives claim that the Defendants failed to prudently 

monitor and control the Plans’ brokerage expenses and failed to prudently monitor certain Plan 

investments affiliated with the Plans’ recordkeeper (Voya). Specifically, the Class Representatives 

claim that the brokerage expenses charged to the Plans were unreasonable and that Defendants 

failed to adequately monitor the fees and performance of four Voya funds. A more complete 

description of what Plaintiffs allege is in the Amended Complaint, which is available on the 

Settlement Website at [www.settlementwebsite.com].

The Defendants have denied and continue to deny all of the claims and assert that they have always 

acted prudently and in the best interests of participants and beneficiaries. Defendants believe that 

the Plans’ investment options performed well and that the Plans’ fees were reasonable and 

appropriate. Defendants deny all allegations of wrongdoing made in the Amended Complaint in 

this Action, and deny that the Class Representatives, the Plans, or any of the Plans’ current or 

former participants suffered any losses. Defendants further maintain that they acted prudently and 

loyally at all times when acting in any fiduciary capacity with respect to the Plans.

3. Why Is There A Settlement?

The Court has not reached a final decision as to the Class Representatives’ claims. Instead, the 

Class Representatives and the Defendants have agreed to the Settlement. The Settlement is the 

product of arm’s length negotiations between the Class Representatives, the Defendants, and their 

counsel, who were assisted in their negotiations by a neutral, experienced mediator. The parties to 

the Settlement have taken into account the uncertainty, risks, and costs of litigation, and have 

concluded that it is desirable to settle on the terms and conditions set forth in the Settlement 

Agreement. The Class Representatives and Class Counsel believe that the Settlement is best for 

the Settlement Class. Nothing in the Settlement Agreement is an admission or concession on the 

Defendants’ part of any fault or liability whatsoever. They have entered into the Settlement 

Agreement to avoid the uncertainty, expense, and burden of additional litigation. 

4. What Does the Settlement Provide?

As part of the Settlement, a Gross Settlement Amount of $3,900,000 is being paid to resolve the 

claims in the Action. Class Members are eligible to receive a pro rata share of the Net Settlement 

Amount remaining after payment of Administrative Expenses, any Attorneys’ Fees and Costs that 

the Court awards to Class Counsel, and any compensation that the Court awards to the Class 

Representatives. Allocations to Current Participants who are entitled to a distribution under the 

Plan of Allocation will be made into their existing accounts in the Plans. Former Participants who 

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6

are entitled to a distribution may receive their distribution as a check or, if they choose, as a rollover 

to a qualified retirement account.

In addition, the Settlement provides that for three (3) years following the Settlement Effective 

Date, Defendants shall retain one or more independent consultants pursuant to ERISA § 3(21), 

who is not an existing investment or service provider or affiliated with the Plans, to provide 

ongoing assistance in reviewing the investment options in the Plans, the fees for those investment 

options, and any brokerage fees incurred by the Plans.

In exchange for the foregoing monetary and prospective relief, all Settlement Class Members and 

anyone claiming through them will fully release the Defendants and other Released Parties from 

the Released Claims, as defined in the Settlement Agreement, which is available at 

[www.settlementwebsite.com]. Generally, the release means that Class Members will not have the 

right to sue the Plans, Defendants, or related parties for conduct during the Class Period arising 

out of or related to the allegations in the Action. 

5. How Much Will My Distribution Be?

The amount, if any, that will be allocated to you will be based upon records maintained by the 

Plans’ recordkeeper. Calculations regarding individual distributions will be performed by the 

Settlement Administrator, whose determinations will be final and binding, pursuant to the Courtapproved Plan of Allocation. 

To receive a distribution from the Net Settlement Amount, you must either be a (1) “Current 

Participant” as described on page 2; or (2) a “Former Participant” as described on page 2; or 

(3) a Beneficiary or Alternate Payee of a person identified in (1) or (2). 

There are approximately XX,000 Settlement Class Members. The Net Settlement Amount will be 

divided pro rata among Settlement Class Members (and eligible Beneficiaries and Alternate 

Payees) based on their Average Settlement Allocation Score in relation to other Class Members. 

To calculate the Average Settlement Allocation Score, the Settlement Administrator will review 

Class Members’ account balances in the Plans for each quarter during the Class Period, and will 

award one point for each dollar invested in the Plans, and an additional one half point for each 

dollar invested in the Voya Funds, at the end of each quarter. A Settlement Class Member’s 

Average Settlement Allocation Score shall be the average of the quarterly scores during the Class 

Period, weighted to account for partial quarters. A more complete description regarding the Plan 

of Allocation can be found in Article 6 of the Settlement Agreement, available at 

[www.settlementwebsite.com].

6. How Can I Receive My Distribution?

According to our records, you are a Current Participant. Therefore, you do not need to do 

anything to receive your share of the Net Settlement Amount. If this is not correct, you should 

contact the Settlement Administrator to obtain a Former Participant Rollover Form, if you wish to 

elect a rollover to an individual retirement account or other tax-qualified retirement account. The 

Former Participant Rollover Form will explain the steps necessary to receive your distribution via 

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rollover. You may also obtain the Former Participant Rollover Form on the Settlement Website at 

[www.settlementwebsite.com] or by calling the Settlement Administrator at [telephone number]. 

If you are a Former Participant but do not submit a timely, valid Former Participant Rollover Form, 

you will receive your distribution via check.

If you are considered a Current Participant because you had a Plan account with a balance greater 

than $0.00 as of September 30, 2021, but it is determined that you no longer have a Plan account 

balance greater than $0.00 when the Settlement proceeds are distributed to Settlement Class 

Members, the Settlement Administrator will mail you a check for your share of the Net Settlement 

Amount to your last known address. You may contact the Settlement Administrator to confirm or 

update your mailing address. The Settlement Administrator may be contacted by phone at

[telephone number] or by mail at [mailing address].

7. When Will I Receive My Distribution?

The timing of the distribution of the Net Settlement Amount is conditioned on several matters, 

including the Court’s final approval of the Settlement and any approval becoming final and no 

longer subject to any appeals in any court. An appeal of the final approval order may take several 

years. If the Settlement is approved by the Court and there are no appeals, the Settlement 

distribution likely will occur within approximately six months of the Court’s Final Approval 

Order, unless there are unforeseen circumstances. There will be no payments under the Settlement 

if the Settlement Agreement is terminated.

8. Can I Get Out of The Settlement?

No. The Settlement Class has been certified for settlement purposes under Federal Rule of Civil 

Procedure 23(b)(1). Therefore, as a Settlement Class Member, you are bound by the Settlement (if 

it receives final Court approval) and any judgments or orders that are entered in the Action. If you 

wish to object to any part of the Settlement, you may write to Class Counsel and the Defendants’ 

Counsel about why you object to the Settlement, as discussed below.

9. Who Represents the Settlement Class?

For purposes of the Settlement, the Court has appointed Nichols Kaster, PLLP, Walcheske & Luzi, 

LLC, and the Prinz Law Firm, P.C., as Class Counsel in the Class Action. If you want to be 

represented by your own lawyer, you may hire one at your own expense. In addition, the Court 

appointed Jamie Hill, Kathryn Neild, and Tricia Marvin (the named Plaintiffs) to serve as the Class 

Representatives. They are also Class Members.

10. How Will the Lawyers Be Paid?

Class Counsel will file a motion for an award of Attorneys’ Fees and Costs, Administrative 

Expenses, and Class Representative Compensation at least 30 days prior to the objection deadline. 

This motion will be considered at the Fairness Hearing. Class Counsel will limit their application 

for attorneys’ fees to not more than one-third of the Gross Settlement Amount. Class Counsel also 

will seek to recover all actual and anticipated litigation costs and recoverable administrative 

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expenses associated with the Settlement. In addition, Class Counsel will seek compensation for 

the Class Representatives of no more than $5,000 each. The Court will determine the amount of 

Attorneys’ Fees and Costs, Administrative Expenses, and Class Representative Compensation that 

will be awarded, if any. Class Counsel’s motion for Attorneys’ Fees and Costs, Administrative 

Expenses, and Class Representative Compensation, will be posted on the Settlement Website at 

www.settlementwebsite.com, will also be available for review via the Public Access to Court 

Electronic Records System (PACER), at http://www.pacer.gov, and can be obtained in person 

during regular business hours at the Office of the Clerk of the United States District Court for the 

Northern District of Illinois, Stanley J. Roszkowski United States Courthouse, located at 

327 S. Church Street, Rockford, IL 61101.

11. How Do I Tell the Court If I Don’t Like the Settlement?

If you are a Settlement Class Member, you can object to the Settlement by mailing a written 

objection to Class Counsel and to the Defendants’ Counsel (as identified below) that explains why

you object.

Your written objection must: (1) clearly identify the case name and number: Jamie Hill, et al. v. 

Mercy Health Corporation, et al., No. 3:20-cv-50286 (N.D. Ill.); (2) include your full name, 

current address, and telephone number; (3) describe the basis for your objection; and (4) include 

your signature.

Your written objection and supporting documents must be personally delivered, or sent by U.S. 

mail or courier, to Class Counsel and the Defendants’ Counsel as set forth below no later than 

[28 days prior to Fairness Hearing] to be considered. Class Counsel and the Defendants will 

have an opportunity to respond to your objection.

CLASS COUNSEL DEFENDANTS’ COUNSEL

Kai Richter

Paul Lukas

NICHOLS KASTER, PLLP

4700 IDS Center

80 South 8th Street

Minneapolis, MN 55402

Jeremy Blumenfeld 

MORGAN, LEWIS & BOCKIUS LLP

1701 Market Street

Philadelphia, PA 19103

Abbey Glenn 

MORGAN, LEWIS & BOCKIUS LLP

1111 Pennsylvania Ave NW

Washington, DC 20004

12. When and Where Will the Court Decide Whether to Approve the Settlement?

The Court will hold a Fairness Hearing at [TIME] on [DATE], at the United States District Court 

for the Northern District of Illinois, Stanley J. Roszkowski United States Courthouse located at 

327 S. Church Street, Rockford, IL 61101, in Courtroom 5200. At the Fairness Hearing, the Court 

will consider whether the Settlement is fair, reasonable, and adequate. The Court also will consider 

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the motion for Attorneys’ Fees and Costs, Administrative Expenses, and Class Representative 

Compensation. If there are objections, the Court will consider them then. Please note that if the 

Fairness Hearing is rescheduled, or if it is held by video conference or telephone, a notice will be 

posted on the Settlement Website at [www.settlementwebsite.com].

13. Do I Have to Attend the Fairness Hearing?

No, but you are welcome to come at your own expense. You may also make an appearance through 

an attorney. If you send an objection, you do not have to come to the Court to talk about it. As 

long as you mailed your written objection on time, the Court will consider it. 

14. May I Speak at The Fairness Hearing?

Yes, but you must comply with the requirements for making an objection (described above) if you 

wish to object to the Settlement. If you do not comply with the requirements for making an 

objection, you will not be permitted to object at the Fairness Hearing.

15. What Happens If I Do Nothing at All?

If you are a “Current Participant” as described on page 2, and you do nothing, you will 

receive your pro rata share of the Net Settlement Amount as a deposit to your Plan account 

if the Settlement is finally approved. If you are a “Former Participant” as described on page 2, 

and you do nothing, and the Settlement is finally approved, you will receive your pro rata share 

of the Net Settlement Amount via check if you do not timely submit a rollover form. 

16. How Do I Get More Information? 

If you have questions regarding the Settlement, you can visit [www.settlementwebsite.com], call 

[phone number], or write to the Settlement Administrator at [mailing address]. All papers filed in 

this lawsuit are also available for review via the Public Access to Court Electronic Records System 

(PACER), at http://www.pacer.gov, or by appearing in person during regular business hours at the 

Office of the Clerk of the United States District Court for the Northern District of Illinois, Stanley 

J. Roszkowski United States Courthouse, located at 327 S. Church Street, Rockford, IL 61101. 

Please note that none of the Defendants nor any employees, attorneys, or representatives of 

Defendants may advise you regarding the Settlement or how you should proceed. 

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EXHIBIT 2

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IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

WESTERN DIVISION

 Case No. 20-cv-50286

NOTICE OF CLASS ACTION SETTLEMENT AND FAIRNESS HEARING

PLEASE READ THIS SETTLEMENT NOTICE CAREFULLY. 

This is a notice of a proposed class action settlement in the above-referenced lawsuit. Your 

legal rights may be affected if you are a member of the following Settlement Class:

All participants and beneficiaries of the Mercy Health Corporation Employees’ 

Retirement Plan at any time from August 3, 2014 through [the date the Court enters 

the Preliminary Approval Order], and all participants and beneficiaries of the 

Rockford Health System Retirement Plan and Rockford Health Physicians 

Retirement Plan at any time from January 1, 2017 through [the date the Court enters 

the Preliminary Approval Order], excluding members of the Mercy Health 

Corporation ERISA Benefit Plans Advisory Committee for the Plans at any time 

during the Class Period.

• The Court has given its preliminary approval to a proposed class action settlement (the 

“Settlement”), in a lawsuit brought by certain participants in the Mercy Health Corporation 

Employees’ Retirement Plan, the Rockford Health System Retirement Plan, and the Rockford 

Health Physicians Retirement Plan (collectively, the “Plans”) against Mercy Health 

Corporation and Mercy Health System Corporation (collectively, “Defendants”), alleging 

violations of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) 

in relation to the management of the Plans. Defendants deny all claims, and nothing in the 

Settlement is an admission or concession on Defendants’ part of any fault or liability 

Jamie Hill, Kathryn Neild, and Tricia Marvin, as 

representatives of a class of similarly situated 

persons, and on behalf of the Mercy Health 

Corporation Employees’ Retirement Plan, the 

Rockford Health System Retirement Plan, and the 

Rockford Health Physicians Retirement Plan,

Plaintiffs,

v.

Mercy Health Corporation, Mercy Health System 

Corporation, and Does 1-20,

Defendants.

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whatsoever. Defendants further maintain that they acted prudently and loyally at all times when 

acting in any fiduciary capacity with respect to the Plans.

• The Settlement will provide, among other things, for payment of a Gross Settlement Amount 

of $3,900,000 (“Gross Settlement Amount”) to resolve the claims against Defendants. Class 

Members are eligible to receive a pro rata share of the Net Settlement Amount remaining after 

payment of any Attorneys’ Fees and Costs, Administrative Expenses, and Class Representative 

Compensation to the Class Representatives. The Net Settlement Amount will be allocated to 

Settlement Class Members according to a Plan of Allocation to be approved by the Court and 

further described below.

• Class Members with a positive balance in any of the Plans as of September 30, 2021 (referred

to herein as “Current Participants”) will automatically receive allocations directly to their Plan 

accounts so long as they maintain a positive balance through the time Settlement monies are 

distributed. Class Members who participated in the Plans during the Class Period but who do 

not have an Active Account in any of the Plans as of September 30, 2021 (referred to herein 

as “Former Participants”) will receive their settlement payment in the form of a check, or in 

the form of a rollover to an individual retirement account or other tax-qualified employer 

benefit plan if they elect a rollover. A Former Participant Rollover Form allowing you to 

elect to receive your distribution in the form of a rollover is attached to this Notice.

• The terms and conditions of the Settlement are set forth in the Settlement Agreement dated

[DATE]. Capitalized terms used in this Notice but not defined in this Notice have the 

meanings assigned to them in the Settlement Agreement. The Settlement Agreement is 

available at [www.settlementwebsite.com]. Certain other documents also will be posted on

that website. You should visit that website if you would like more information about the

Settlement or the lawsuit. All papers filed in this lawsuit are also available for review via the 

Public Access to Court Electronic Records System (PACER), at http://www.pacer.gov, or by 

appearing in person during regular business hours at the Office of the Clerk of the United 

States District Court for the Northern District of Illinois, Stanley J. Roszkowski United States 

Courthouse, located at 327 S. Church Street, Rockford, IL 61101.

• Your rights and the choices available to you—and the applicable deadlines to act—are 

explained in this Notice. Please note that neither the Defendants nor any employees, attorneys, 

or representatives of the Defendants may advise you as to what the best choice is for you or 

how you should proceed. 

• The Court still has to decide whether to give its final approval to the Settlement. Payments

under the Settlement will be made only if the Court finally approves the Settlement, and that 

final approval is upheld in the event of any appeal.

• A Fairness Hearing will take place on [DATE], at [TIME], before the Honorable Iain D. 

Johnston, in Courtroom 5200 of the United States Courthouse located at 327 S. Church Street, 

Rockford, IL 61101, to determine whether to grant final approval of the Settlement and 

approve the requested Attorneys’ Fees and Costs, Administrative Expenses, and Class 

Representative Compensation. If the Fairness Hearing is rescheduled, or if it is held by video 

conference or telephone, a notice will be posted on the Settlement Website at 

[www.settlementwebsite.com].

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• Any objections to the Settlement, or to the requested Attorneys’ Fees and Costs, 

Administrative Expenses, or Class Representative Compensation, must be served in writing 

on Class Counsel and the Defendants’ Counsel, as identified on page 8 of this Settlement 

Notice, at least 28 calendar days before the Fairness Hearing.

YOUR LEGAL RIGHTS AND OPTIONS UNDER THE SETTLEMENT:

OUR RECORDS INDICATE 

YOU ARE A

FORMER PARTICIPANT.

IF SO, YOU WILL RECEIVE 

YOUR SHARE OF THE 

SETTLEMENT BY CHECK 

UNLESS YOU TIMELY 

SUBMIT A ROLLOVER 

FORM.

Our records indicate that you are a Former Participant. You do 

not need to do anything to receive your share of the Net 

Settlement Amount by check. However, if you wish to receive 

your share of the Net Settlement Amount via rollover to an 

individual retirement account or another tax-qualified plan, then 

you must submit a Former Participant Rollover Form postmarked 

on or before [DATE]. A Former Participant Rollover Form is 

attached to this Notice, and may be obtained by calling the 

Settlement Administrator at [telephone number] or by accessing

[www.settlementwebsite.com].

YOU CAN OBJECT

(NO LATER THAN [DATE])

You cannot opt out of this Settlement. But, if you wish to object 

to any part of the Settlement, or to the requested Attorneys’ Fees 

and Costs, Administrative Expenses, or Class Representative 

Compensation, you may do so. You must submit your objection 

and any supporting documents to Class Counsel and the 

Defendants’ Counsel (as identified on page 8 below) at least 

28 calendar days before the Fairness Hearing.

YOU CAN ATTEND A 

HEARING ON [DATE]

You may also attend the Fairness Hearing and speak at the 

Fairness Hearing on [DATE]. Please note that you will not be 

permitted to make an objection to the Settlement at the hearing if

you do not comply with the requirements for making objections.

The Class Action

The above-referenced lawsuit, Jamie Hill, et al. v. Mercy Health Corporation, et al., 

No. 3:20-cv-50286 (N.D. Ill.) (the “Action” or “lawsuit”), has been pending since August 4, 2020. 

The Court supervising the case is the United States District Court for the Northern District of 

Illinois. The individuals who brought this lawsuit are called the Class Representatives, and the 

persons that were sued are called the Defendants. The Class Representatives (Jamie Hill, Kathryn 

Neild, and Tricia Marvin) are current and former participants in the Plans. The Defendants are

Mercy Health Corporation and the Mercy Health System Corporation. The claims in the lawsuit 

are described below on page 5, and additional information about them, including a copy of the 

operative Amended Complaint, is available at [www.settlementwebsite.com].

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The Settlement

Following mediation before an experienced, neutral mediator, and negotiations between Class 

Counsel and Defendants’ Counsel, the parties to this lawsuit reached a Settlement. The 

Settlement will provide, among other things, for a combined Gross Settlement Amount of 

$3,900,000 to be paid to resolve the claims against the Defendants. Class Members are eligible to 

receive a pro rata share of the Net Settlement Amount remaining after payment of any 

Administrative Expenses, any Attorneys’ Fees and Costs that the Court awards to Class Counsel, 

and any compensation that the Court awards to the Class Representatives. The Net Settlement 

Amount will be allocated to Settlement Class Members according to a Plan of Allocation to be 

approved by the Court and further described below. 

In addition, the Settlement provides that for three (3) years following the Settlement Effective 

Date, Defendants shall retain one or more independent consultants pursuant to ERISA § 3(21), 

who is not an existing investment or service provider or affiliated with the Plans, to provide 

ongoing assistance in reviewing the investment options in the Plans, the fees for those investment 

options, and any brokerage fees incurred by the Plans. 

Statement of Attorneys’ Fees and Costs, Administrative Expenses, and Class 

Representative Compensation Sought in the Class Action

Class Counsel has devoted substantial time and effort to investigating the facts, prosecuting the 

lawsuit, reviewing documents obtained from Defendants, and negotiating the Settlement. During

that time, they also have advanced costs necessary to pursue the case. Class Counsel took the risk

of litigation and have not been paid for any of their time or for any of these costs throughout the

time this case has been pending. 

Class Counsel will apply to the Court for payment of Attorneys’ Fees for their work in the case.

The amount of fees that Class Counsel will request will not exceed one-third of the Gross 

Settlement Amount ($1,300,000.00). In addition, Class Counsel also will seek to recover their 

litigation costs and recoverable administrative expenses associated with the Settlement. Any 

Attorneys’ Fees and Costs and Administrative Expenses awarded by the Court will be paid from

the Gross Settlement Amount. Class Counsel also will ask the Court to approve a payment, not to 

exceed $5,000, for each of the Class Representatives who took on the risk of litigation and 

committed to spend the time necessary to bring the case against the Defendants to a conclusion. 

Any Class Representative Compensation approved by the Court will also be paid from the Gross 

Settlement Amount. 

A full and formal application for Attorneys’ Fees and Costs, Administrative Expenses, and Class 

Representative Compensation will be filed with the Court on or before [DATE]. This application 

will be made available at [www.settlementwebsite.com]. You may also obtain a copy of this 

application through the Public Access to Court Electronic Records System (PACER) at 

http://www.pacer.gov, or by appearing in person during regular business hours at the Office of 

the Clerk of the United States District Court for the Northern District of Illinois, Stanley J. 

Roszkowski United States Courthouse, located at 327 S. Church Street, Rockford, IL 61101.

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5

1. Why Did I Receive This Settlement Notice?

The Settlement Administrator has caused this Notice to be sent to you because its records indicate 

that you may be a Former Participant Class Member. If you fall within the definition of the 

Settlement Class, you have a right to know about the Settlement and about all of the options

available to you before the Court decides whether to give its final approval to the Settlement.

2. What Is the Class Action About?

In the Class Action, the Class Representatives claim that the Defendants failed to prudently 

monitor and control the Plans’ brokerage expenses and failed to prudently monitor certain Plan 

investments affiliated with the Plans’ recordkeeper (Voya). Specifically, the Class Representatives 

claim that the brokerage expenses charged to the Plans were unreasonable and that Defendants 

failed to adequately monitor the fees and performance of four Voya funds. A more complete 

description of what Plaintiffs allege is in the Amended Complaint, which is available on the 

Settlement Website at [www.settlementwebsite.com].

The Defendants have denied and continue to deny all of the claims and assert that they have always 

acted prudently and in the best interests of participants and beneficiaries. Defendants believe that 

the Plans’ investment options performed well and that the Plans’ fees were reasonable and 

appropriate. Defendants, deny all allegations of wrongdoing made in the Amended Complaint in 

this Action, and deny that the Class Representatives, the Plans, or any of the Plans’ current or 

former participants suffered any losses. Defendants further maintain that they acted prudently and 

loyally at all times when acting in any fiduciary capacity with respect to the Plans. 

3. Why Is There A Settlement?

The Court has not reached a final decision as to the Class Representatives’ claims. Instead, the 

Class Representatives and the Defendants have agreed to the Settlement. The Settlement is the 

product of arm’s length negotiations between the Class Representatives, the Defendants, and their 

counsel, who were assisted in their negotiations by a neutral, experienced mediator. The parties to 

the Settlement have taken into account the uncertainty, risks, and costs of litigation, and have 

concluded that it is desirable to settle on the terms and conditions set forth in the Settlement 

Agreement. The Class Representatives and Class Counsel believe that the Settlement is best for 

the Settlement Class. Nothing in the Settlement Agreement is an admission or concession on the 

Defendants’ part of any fault or liability whatsoever. They have entered into the Settlement 

Agreement to avoid the uncertainty, expense, and burden of additional litigation. 

4. What Does the Settlement Provide?

As part of the Settlement, a Gross Settlement Amount of $3,900,000 is being paid to resolve the 

claims in the Action. Class Members are eligible to receive a pro rata share of the Net Settlement 

Amount remaining after payment of Administrative Expenses, any Attorneys’ Fees and Costs that 

the Court awards to Class Counsel, and any compensation that the Court awards to the Class 

Representatives. Allocations to Current Participants who are entitled to a distribution under the 

Plan of Allocation will be made into their existing accounts in the Plans. Former Participants who 

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6

are entitled to a distribution may receive their distribution as a check or, if they choose, as a rollover 

to a qualified retirement account.

In addition, the Settlement provides that for three (3) years following the Settlement Effective 

Date, Defendants shall retain one or more independent consultants pursuant to ERISA § 3(21), 

who is not an existing investment or service provider or affiliated with the Plans, to provide 

ongoing assistance in reviewing the investment options in the Plans, the fees for those investment 

options, and any brokerage fees incurred by the Plans.

In exchange for the foregoing monetary and prospective relief, all Settlement Class Members and 

anyone claiming through them will fully release the Defendants and other Released Parties from 

the Released Claims, as defined in the Settlement Agreement, which is available at 

[www.settlementwebsite.com]. Generally, the release means that Class Members will not have the 

right to sue the Plans, Defendants, or related parties for conduct during the Class Period arising 

out of or related to the allegations in the Action. 

5. How Much Will My Distribution Be?

The amount, if any, that will be allocated to you will be based upon records maintained by the 

Plans’ recordkeeper. Calculations regarding individual distributions will be performed by the 

Settlement Administrator, whose determinations will be final and binding, pursuant to the Courtapproved Plan of Allocation. 

To receive a distribution from the Net Settlement Amount, you must either be a (1) “Current 

Participant” as described on page 2; or (2) a “Former Participant” as described on page 2; or 

(3) a Beneficiary or Alternate Payee of a person identified in (1) or (2). 

There are approximately XX,000 Settlement Class Members. The Net Settlement Amount will be 

divided pro rata among Settlement Class Members (and eligible Beneficiaries and Alternate 

Payees) based on their Average Settlement Allocation Score in relation to other Class Members. 

To calculate the Average Settlement Allocation Score, the Settlement Administrator will review 

Class Members’ account balances in the Plans for each quarter during the Class Period, and will 

award one point for each dollar invested in the Plans, and an additional one half point for each 

dollar invested in the Voya Funds, at the end of each quarter. A Settlement Class Member’s 

Average Settlement Allocation Score shall be the average of the quarterly scores during the Class 

Period, weighted to account for partial quarters. A more complete description regarding the Plan 

of Allocation can be found in Article 6 of the Settlement Agreement, available at 

[www.settlementwebsite.com].

6. How Can I Receive My Distribution?

According to our records, you are a Former Participant. If you wish to receive your share of the 

Net Settlement Amount via rollover to an individual retirement account or other taxqualified plan, then you must submit a Former Participant Rollover Form postmarked on 

or before [DATE]. A Former Participant Rollover Form is attached to this Notice and explains 

the steps necessary to receive your distribution via rollover. You may also obtain the Former 

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7

Participant Rollover Form on the Settlement Website at [www.settlementwebsite.com] or by 

calling the Settlement Administrator at [telephone number]. If you are a Former Participant but do 

not submit a timely, valid Former Participant Rollover Form, you will receive your distribution 

via check.

7. When Will I Receive My Distribution?

The timing of the distribution of the Net Settlement Amount is conditioned on several matters, 

including the Court’s final approval of the Settlement and any approval becoming final and no 

longer subject to any appeals in any court. An appeal of the final approval order may take several 

years. If the Settlement is approved by the Court and there are no appeals, the Settlement 

distribution likely will occur within approximately six months of the Court’s Final Approval 

Order, unless there are unforeseen circumstances. There will be no payments under the Settlement 

if the Settlement Agreement is terminated.

8. Can I Get Out of The Settlement?

No. The Settlement Class has been certified for settlement purposes under Federal Rule of Civil 

Procedure 23(b)(1). Therefore, as a Settlement Class Member, you are bound by the Settlement (if 

it receives final Court approval) and any judgments or orders that are entered in the Action. If you 

wish to object to any part of the Settlement, you may write to Class Counsel and the Defendants’ 

Counsel about why you object to the Settlement, as discussed below.

9. Who Represents the Settlement Class?

For purposes of the Settlement, the Court has appointed Nichols Kaster, PLLP, Walcheske & Luzi, 

LLC, and the Prinz Law Firm, P.C., as Class Counsel in the Class Action. If you want to be 

represented by your own lawyer, you may hire one at your own expense. In addition, the Court 

appointed Jamie Hill, Kathryn Neild, and Tricia Marvin (the named Plaintiffs) to serve as the Class 

Representatives. They are also Class Members.

10. How Will the Lawyers Be Paid?

Class Counsel will file a motion for an award of Attorneys’ Fees and Costs, Administrative 

Expenses, and Class Representative Compensation at least 30 days prior to the objection deadline. 

This motion will be considered at the Fairness Hearing. Class Counsel will limit their application 

for attorneys’ fees to not more than one-third of the Gross Settlement Amount. Class Counsel also 

will seek to recover all actual and anticipated litigation costs and recoverable administrative 

expenses associated with the Settlement. In addition, Class Counsel will seek compensation for 

the Class Representatives of no more than $5,000 each. The Court will determine the amount of 

Attorneys’ Fees and Costs, Administrative Expenses, and Class Representative Compensation that 

will be awarded, if any. Class Counsel’s motion for Attorneys’ Fees and Costs, Administrative 

Expenses, and Class Representative Compensation, will be posted on the Settlement Website at 

www.settlementwebsite.com, will also be available for review via the Public Access to Court 

Electronic Records System (PACER), at http://www.pacer.gov, and can be obtained in person 

during regular business hours at the Office of the Clerk of the United States District Court for the 

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8

Northern District of Illinois, Stanley J. Roszkowski United States Courthouse, located at 

327 S. Church Street, Rockford, IL 61101.

11. How Do I Tell the Court If I Don’t Like the Settlement?

If you are a Settlement Class Member, you can object to the Settlement by mailing a written 

objection to Class Counsel and to the Defendants’ Counsel (as identified below) that explains why 

you object.

Your written objection must: (1) clearly identify the case name and number: Jamie Hill, et al. v. 

Mercy Health Corporation, et al., No. 3:20-cv-50286 (N.D. Ill.); (2) include your full name, 

current address, and telephone number; (3) describe the basis for your objection; and (4) include 

your signature.

Your written objection and supporting documents must be personally delivered, or sent by U.S. 

mail or courier, to Class Counsel and the Defendants’ Counsel as set forth below no later than 

[28 days prior to Fairness Hearing] to be considered. Class Counsel and the Defendants will 

have an opportunity to respond to your objection.

CLASS COUNSEL DEFENDANTS’ COUNSEL

Kai Richter

Paul Lukas

NICHOLS KASTER, PLLP

4700 IDS Center

80 South 8th Street

Minneapolis, MN 55402

Jeremy Blumenfeld 

MORGAN, LEWIS & BOCKIUS LLP

1701 Market Street

Philadelphia, PA 19103

Abbey Glenn 

MORGAN, LEWIS & BOCKIUS LLP

1111 Pennsylvania Ave NW

Washington, DC 20004

12. When and Where Will the Court Decide Whether to Approve the Settlement?

The Court will hold a Fairness Hearing at [TIME] on [DATE], at the United States District Court 

for the Northern District of Illinois, Stanley J. Roszkowski United States Courthouse located at 

327 S. Church Street, Rockford, IL 61101, in Courtroom 5200. At the Fairness Hearing, the Court 

will consider whether the Settlement is fair, reasonable, and adequate. The Court also will consider 

the motion for Attorneys’ Fees and Costs, Administrative Expenses, and Class Representative 

Compensation. If there are objections, the Court will consider them then. Please note that if the 

Fairness Hearing is rescheduled, or if it is held by video conference or telephone, a notice will be 

posted on the Settlement Website at [www.settlementwebsite.com].

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9

13. Do I Have to Attend the Fairness Hearing?

No, but you are welcome to come at your own expense. You may also make an appearance through 

an attorney. If you send an objection, you do not have to come to the Court to talk about it. As 

long as you mailed your written objection on time, the Court will consider it. 

14. May I Speak at The Fairness Hearing?

Yes, but you must comply with the requirements for making an objection (described above) if you 

wish to object to the Settlement. If you do not comply with the requirements for making an 

objection, you will not be permitted to object at the Fairness Hearing.

15. What Happens If I Do Nothing at All?

If you are a “Former Participant” as described on page 2, and you do nothing, and the 

Settlement is finally approved, you will receive your pro rata share of the Net Settlement 

Amount via check if you do not timely submit a rollover form. If you are a “Current Participant” 

as described on page 2, and you do nothing, you will receive your pro rata share of the Net 

Settlement Amount as a deposit to your Plan account if the Settlement is finally approved. 

16. How Do I Get More Information? 

If you have questions regarding the Settlement, you can visit [www.settlementwebsite.com], call 

[phone number], or write to the Settlement Administrator at [mailing address]. All papers filed in 

this lawsuit are also available for review via the Public Access to Court Electronic Records System 

(PACER), at http://www.pacer.gov, or by appearing in person during regular business hours at the 

Office of the Clerk of the United States District Court for the Northern District of Illinois, Stanley 

J. Roszkowski United States Courthouse, located at 327 S. Church Street, Rockford, IL 61101. 

Please note that none of the Defendants nor any employees, attorneys, or representatives of 

Defendants may advise you regarding the Settlement or how you should proceed. 

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EXHIBIT 3

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1

Mercy Plans’ Settlement Administrator

[ADDRESS]

[www.settlementwebsite.com]

FORMER PARTICIPANT ROLLOVER FORM

JOHN Q CLASSMEMBER Claim Number: 1111111 

123 MAIN ST APT 1 

ANYTOWN, ST 12345 

This Former Participant Rollover Form is ONLY for Class Members who are Former Participants, or the Beneficiaries or Alternate Payees of Former Participants, of the Mercy 

Health Corporation Employees’ Retirement Plan, the Rockford Health System Retirement Plan, and the Rockford Health Physicians Retirement Plan (collectively, the “Plans”). A 

Former Participant is a Class Member who participated in the Plan(s) during the Class Period, but who no longer had an Active Account in any of the Plans as of September 30, 

2021.

Former Participants who would like to elect to receive their settlement payment through a rollover to a qualified retirement account must complete, sign, and mail 

this form with a postmark on or before [APPLICABLE RETURN DATE]. Please review the instructions below carefully. Former Participants who do not complete and 

timely return this form will receive their settlement payment by check, subject to applicable tax withholding. If you have questions regarding this form, you may contact 

the Settlement Administrator as indicated below:

Mercy Plans’ Settlement Administrator

P.O. Box [number] [City, State, ZIP]

[PHONE NUMBER]

www.settlementwebsite.com

************************************************************************************************************************

PART 1: INSTRUCTIONS FOR COMPLETING FORMER PARTICIPANT ROLLOVER FORM 

1. If you would like to receive your settlement payment through a rollover to a qualified retirement account, complete this rollover form. You should also keep a copy of all pages 

of your Former Participant Rollover Form, including the first page with the address label, for your records. 

2. Mail your completed Former Participant Rollover Form postmarked on or before [RETURN DATE SET FORTH IN PRELIMINARY APPROVAL ORDER] to the 

Settlement Administrator at the following address: 

Mercy Plans’ Settlement Administrator

P.O. Box [number] [City, State, ZIP]

It is your responsibility to ensure the Settlement Administrator has timely received your Former Participant Rollover Form. 

3. Other Reminders: 

• You must provide date of birth, signature, and a completed Substitute IRS Form W-9, which is attached as part 5 to this form. 

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2

• If you desire to do a rollover and you fail to complete all of the rollover information in Part 4, below, payment will be made to you by check. 

• If you change your address after sending in your Former Participant Rollover Form, please provide your new address to the Settlement Administrator. 

• Timing of Payments to Eligible Settlement Class Members. The timing of the distribution of the Settlement payments are conditioned on several matters, including the 

Court’s final approval of the Settlement and any approval becoming final and no longer subject to any appeals in any court. An appeal of the final approval order may take 

several years. If the Settlement is approved by the Court, and there are no appeals, the Settlement distribution likely will occur within six months of the Court's Final 

Approval Order. 

4. Questions? If you have any questions about this Former Participant Rollover Form, please call the Settlement Administrator at [phone number]. The Settlement Administrator 

will provide advice only regarding completing this form and will not provide financial, tax or other advice concerning the Settlement. You therefore may want to consult with 

your financial or tax advisor. Information about the status of the approval of the Settlement and the Settlement administration is available on the settlement website, 

[www.settlementwebsite.com].

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3

PART 2: PARTICIPANT INFORMATION

[FORMER PARTICIPANT ROLLOVER FORM CONTINUES ON THE NEXT PAGE]

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4

PART 3: BENEFICIARY OR ALTERNATE PAYEE INFORMATION (IF APPLICABLE)

Check here if you are the surviving spouse or other beneficiary for the Former Participant Class Member and the Former Participant Class Member is deceased. 

Documentation must be provided showing current authority of the representative to file on behalf of the deceased. Please complete the information below and then 

continue on to Parts 4 and 5 on the next page. 

Check here if you are an alternate payee under a qualified domestic relations order (QDRO). The Settlement Administrator may contact you with further instructions. Please 

complete the information below and then continue on to Parts 4 and 5 on the next page. 

[FORMER PARTICIPANT ROLLOVER FORM CONTINUES ON THE NEXT PAGE]

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5

PART 4: PAYMENT ELECTION

Direct Rollover to an Eligible Plan – Check only one box below and complete the Rollover Information Section below:

Government 457(b)

Direct Rollover to a Traditional IRA 

Rollover Information:

Company or Trustee’s Name (to whom the check should be made payable)

PART 5: SIGNATURE, CONSENT, AND SUBSTITUTE IRS FORM W-9

UNDER PENALTIES OF PERJURY UNDER THE LAWS OF THE UNITED STATES OF AMERICA, I CERTIFY THAT ALL OF THE INFORMATION PROVIDED ON THIS FORMER 

PARTICIPANT ROLLOVER FORM IS TRUE, CORRECT, AND COMPLETE AND THAT I SIGNED THIS FORMER PARTICIPANT ROLLOVER FORM. 

1. The Social Security number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 

2. I am not subject to back up withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am 

subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 

3. I am a U.S. person (including a U.S. resident alien). 

 M M D D Y Y Y Y

Former Participant Signature Date Signed (Required)

Note: If you are subject to backup withholding, you must cross out item 2 above. The IRS does not require your consent to any provision of this document other than this Form 

W-9 certification to avoid backup withholding. 

401(a)/401(k)

Direct Rollover to a Roth IRA (subject to ordinary income tax)

403(b)

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EXHIBIT 4

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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

WESTERN DIVISION

JAMIE HILL, et al., )

)

Plaintiffs, ) Case No. 3:20-cv-50286

)

v. ) Hon. Iain D. Johnston

)

MERCY HEALTH CORPORATION, et al., ) Magistrate Judge Lisa A. Jensen

)

Defendants. )

[PROPOSED] ORDER ON PLAINTIFFS’ MOTION 

FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

This litigation arose out of claims of alleged breaches of fiduciary duties in violation of 

the Employee Retirement Income Security Act of 1974 (“ERISA”), asserted against Mercy 

Health Corporation and Mercy Health System Corporation (“Defendants”) in connection with

the management of the Mercy Health Corporation Employees’ Retirement Plan, the Rockford 

Health System Retirement Plan, and the Rockford Health Physicians Retirement Plan. 

Presented to the Court for preliminary approval is a settlement of the litigation as against 

all Defendants. The terms of the Settlement are set out in a Class Action Settlement Agreement 

dated XXXX, 2021, executed by Class Counsel and Defendants’ Counsel. Except as otherwise 

defined herein, all capitalized terms used herein shall have the same meaning as ascribed to them 

in the Settlement Agreement.

Upon reviewing the Settlement Agreement and the papers submitted in connection with 

the Motion for Preliminary Approval, and good cause appearing therefore,

It is hereby ORDERED as follows:

1. Preliminary Findings Regarding Proposed Settlement: The Court 

preliminarily finds that:

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2

A. The proposed Settlement resulted from arm’s-length negotiations by 

experienced and competent counsel overseen by a neutral mediator;

B. The Settlement was negotiated only after Class Counsel had received 

pertinent information and documents from Defendants;

C. Class Counsel and the Class Representatives have submitted declarations 

in support of the Settlement; and

D. Considering the relevant Seventh Circuit factors, the Settlement is 

sufficiently fair, reasonable, and adequate to warrant sending notice of the Settlement to the 

Settlement Class.

2. Fairness Hearing: A hearing will be held on [a date no sooner than one hundred 

thirty (130) calendar days after the date of the Preliminary Approval Order] , 2022, at 

.m., in Courtroom XXX of the United States District Court for the Northern District of 

Illinois, before the undersigned United States Judge, to determine, among other issues:

A. Whether the Court should approve the Settlement as fair, reasonable, and 

adequate;

B. Whether the Court should enter the Final Approval Order, and

C. Whether the Court should approve any motion for Attorneys’ Fees and

Costs, Administrative Expenses, and Class Representative Compensation.

3. Settlement Administrator: The Court approves and orders that [____] shall be 

the Settlement Administrator responsible for carrying out the responsibilities set forth in the 

Settlement Agreement. 

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3

A. The Settlement Administrator shall be bound by the Confidentiality Order 

and any further non-disclosure or security protocol jointly required by the 

Settling Parties, set forth in writing to the Settlement Administrator.

B. The Settlement Administrator shall use the data provided by Defendants

and the Plans’ recordkeeper solely for the purpose of meeting its 

obligations as Settlement Administrator, and for no other purpose.

C. The Settling Parties shall have the right to approve a written protocol to be 

provided by the Settlement Administrator concerning how the Settlement 

Administrator will maintain, store, and dispose of information provided to 

it in order to ensure that reasonable and necessary precautions are taken to 

safeguard the privacy and security of such information.

4. Class Certification: The following Settlement Class is preliminarily certified for 

settlement purposes only pursuant to Fed. R. Civ. P. 23(b)(1):

All participants and beneficiaries of the Mercy Health Corporation Employees’ 

Retirement Plan at any time from August 3, 2014 through [the date the Court 

enters the Preliminary Approval Order], and all participants and beneficiaries of 

the Rockford Health System Retirement Plan and Rockford Health Physicians 

Retirement Plan at any time from January 1, 2017 through [the date the Court 

enters the Preliminary Approval Order], excluding members of the Mercy Health 

Corporation ERISA Benefit Plans Advisory Committee for the Plans at any time 

during the Class Period.

The Court appoints Jamie Hill, Kathryn Neild, and Tricia Marvin as representatives for the 

Settlement Class. Further, the Court appoints Nichols Kaster, PLLP and Walcheske & Luzi, 

LLC as counsel for the Settlement Class.

5. Class Notice: The Settling Parties have presented to the Court the Settlement 

Notices, which are the proposed forms of notice regarding the Settlement for mailing to Class 

Members, and the proposed Former Participant Rollover Form to Former Participants.

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4

A. The Court approves the text of the Settlement Notices and Former 

Participant Rollover Form and finds that the proposed forms and content therein fairly and 

adequately:

i. Summarize the claims asserted;

ii. Describe the terms and effect of the Settlement;

iii. Explain how Former Participants can submit a Former Participant 

Rollover Form

iv. Notify the Settlement Class that Class Counsel will seek 

compensation from the Qualified Settlement Fund for Attorneys’ 

Fees and Costs, Administrative Expenses, and Class 

Representative Compensation;

v. Give notice to the Settlement Class of the time and place of the 

Fairness Hearing, and Class Members’ right to appear; and

vi. Describe how the recipients of the Class Notice may object to the 

Settlement, or any requested Attorneys’ Fees and Costs, 

Administrative Expenses, or Class Representative Compensation.

B. Pursuant to Rules 23(c)(2) and (e) of the Federal Rules of Civil Procedure, 

the contents of the Settlement Notices and mailing the Settlement Notices constitutes the best 

notice practicable under the circumstances, provides due and sufficient notice of the Fairness 

Hearing and of the rights of all Class Members, and complies fully with the requirements of 

Federal Rule of Civil Procedure 23 and due process.

C. The Settlement Administrator shall send by first class mail the appropriate 

Settlement Notice to each Class Member and the Former Participant Rollover Form to each 

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5

Former Participant within forty-five (45) calendar days of the date of this Order, as specified in 

the Settlement Agreement, based on data provided by the Plans’ recordkeeper. The Settlement 

Notices shall be mailed by first-class mail, postage prepaid, to the last known address of each 

Class Member provided by the Plans’ recordkeeper (or its designee), unless an updated address 

is obtained by the Settlement Administrator through its efforts to verify the last known addresses 

provided by the Plans’ recordkeeper (or its designee). The Settlement Administrator shall use 

commercially reasonable efforts to locate any Class Member whose Settlement Notice is 

returned and re-mail such documents one additional time. 

D. Former Participants must file a Former Participant Rollover Form with the 

Settlement Administrator by [a date no later than ten (10) calendar days before the Fairness 

Hearing] in order to receive a settlement payment via rollover pursuant to the Plan of Allocation. 

Former Participants who do not submit a Former Participant Rollover Form will receive their

settlement payment via check pursuant to the Plan of Allocation.

E. On or before the date that Settlement Notices are sent to the Settlement 

Class, the Settlement Administrator shall establish a Settlement Website and telephone support 

line as provided by the Settlement Agreement. The Settlement Administrator shall post a copy 

of the Settlement Notices on the Settlement Website. 

6. Preliminary Injunction: Each Class Member and their respective heirs, 

beneficiaries, executors, administrators, estates, past and present partners, officers, directors, 

agents, attorneys, predecessors, successors, and assigns, is preliminarily enjoined from suing 

Defendants, the Plans, or the Released Parties in any action or proceeding alleging any of the 

Released Claims, even if any Class Member may thereafter discover facts in addition to or 

different from those which the Class Members or Class Counsel now know or believe to be true 

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6

with respect to the Action and the Released Claims. Further, pending final determination of 

whether the Settlement Agreement should be approved, no Class Member may directly, through 

representatives, or in any other capacity, commence any action or proceeding in any court or 

tribunal asserting any of the Released Claims against the Defendants, the Released Parties, or the 

Plans.

7. Objections to Settlement: Any objections to any aspect of the Settlement shall 

be heard, and any papers submitted in support of said objections shall be considered, by the 

Court at the Fairness Hearing if they have been timely sent to Class Counsel and Defendants’ 

Counsel. To be timely, the objection and any supporting documents must be sent to Class 

Counsel and Defendants’ Counsel at least twenty-eight (28) calendar days prior to the scheduled 

Fairness Hearing.

8. Responses to Objections and Final Approval Motion: Any party may file a 

response to an objection by a Class Member at least fourteen (14) calendar days before the 

Fairness Hearing, and Plaintiffs shall file their Final Approval Motion at least fourteen (14) 

calendar days before the Fairness Hearing.

9. Continuance of Hearing: The Court may adjourn, modify, or continue the 

Fairness Hearing without further direct notice to the Class Members, other than by notice via the 

Court’s docket or the Settlement Website.

10. CAFA Notices: The Court approves the form of the CAFA notices attached as 

Exhibit 6 to the Settlement Agreement and orders that upon the mailing of the CAFA notices, 

Defendants shall have fulfilled their obligations under the Class Action Fairness Act, 28 U.S.C. 

§§ 1711, et seq.

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7

IT IS SO ORDERED.

Dated: 

Hon. Iain D. Johnston

United States District Judge

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EXHIBIT 5

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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

WESTERN DIVISION

JAMIE HILL, et al., )

)

Plaintiffs, ) Case No. 3:20-cv-50286

)

v. ) Hon. Iain D. Johnston

)

MERCY HEALTH CORPORATION, et al., ) Magistrate Judge Lisa A. Jensen

)

Defendants. )

[PROPOSED] ORDER ON PLAINTIFFS’ MOTION 

FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

Wherefore, this __ day of ______, 20___, upon consideration of Plaintiffs’ Motion for 

Final Approval of the Class Action Settlement Agreement dated ____, 2021 in the above matter, 

the Court hereby orders and adjudges as follows:

1. For purposes of this Final Approval Order and Judgment, except as otherwise 

defined herein, all capitalized terms used herein shall have the same meaning as are ascribed to 

them in the Settlement Agreement.

2. The Court has jurisdiction over the subject matter of this action and personal 

jurisdiction over all parties to the action, including all members of the Settlement Class.

3. The following Settlement Class is certified under Rule 23(b)(1) of the Federal 

Rules of Civil Procedure for purposes of the Settlement only:

All participants and beneficiaries of the Mercy Health Corporation Employees’ 

Retirement Plan at any time from August 3, 2014 through [the date the Court 

enters the Preliminary Approval Order], and all participants and beneficiaries of 

the Rockford Health System Retirement Plan and Rockford Health Physicians 

Retirement Plan at any time from January 1, 2017 through [the date the Court 

enters the Preliminary Approval Order], excluding members of the Mercy Health 

Corporation ERISA Benefit Plans Advisory Committee for the Plans at any time 

during the Class Period.

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2

The Court finds that this Settlement Class meets all of the requirements of Rule 23(a) and 

23(b)(1).

4. Pursuant to Rules 23(e)(1)(A) and (C), the Court hereby approves and confirms 

the Settlement and the terms therein as being fair, reasonable, and adequate to the Plans and the 

Class Members.

5. The Court hereby approves the Settlement and orders that the Settling Parties take 

all necessary steps to effectuate the terms of the Settlement Agreement.

6. In accordance with the Court’s Orders, and as reflected in the information from 

the Settlement Administrator, [_______], the Settlement Notices were timely distributed by firstclass mail to all Class Members who could be identified with reasonable effort. The Settlement 

Administrator searched for updated address information for those returned as undeliverable, and 

re-mailed notices to those Class Members. In addition, pursuant to the Class Action Fairness 

Act, 28 U.S.C. § 1711, et seq. (“CAFA”), notice was provided to the Attorneys General for each 

of the states in which a Class Member resides and the Attorney General of the United States.

7. The form and methods of notifying the Class Members of the terms and 

conditions of the proposed Settlement Agreement met the requirements of Rules 23(c)(2) and (e), 

and due process, and constituted the best notice practicable under the circumstances; and due and 

sufficient notices of the Fairness Hearing and the rights of all Class Members have been 

provided to all people, powers and entities entitled thereto, consistent with Rule 23 and due 

process.

8. The Court finds that the Settlement is fair, reasonable, and adequate, based on the 

following findings of fact, conclusions of law, and determinations of mixed fact/law questions:

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3

A. The Settlement resulted from arm’s-length negotiations by experienced 

and competent counsel overseen by a neutral mediator;

B. The Settlement was negotiated only after Class Counsel had received 

pertinent information and documents from Defendants;

C. The Settling Parties were well positioned to evaluate the value of the Class 

Action;

D. If the Settlement had not been achieved, both Plaintiffs and Defendants 

faced the expense, risk, and uncertainty of extended litigation;

E. The amount of the Settlement ($3,900,000.00) is fair, reasonable, and 

adequate. The Settlement amount is within the range of reasonable settlements that would have 

been appropriate in this case, based on the nature of the claims, the potential recovery, the risks 

of litigation, and settlements that have been approved in other similar cases;

F. The Class Representatives and Class Counsel have concluded that the 

Settlement Agreement is fair, reasonable and adequate;

G. Class Members had the opportunity to be heard on all issues regarding the 

Settlement and release of claims by submitting objections to the Settlement Agreement to the 

Court; and

H. There were _____ objections to the settlement. The Court has considered 

those objections, and they do not affect the Court’s determination that the Settlement is fair, 

reasonable, and adequate. Accordingly, the Court overrules them with prejudice.

I. The Settlement was reviewed by an independent fiduciary, ____________, 

who has approved the Settlement.

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4

9. The Motion for Final Approval of the Settlement Agreement is hereby 

GRANTED, the Settlement of the Class Action is APPROVED as fair, reasonable and adequate 

to the Plans and the Settlement Class.

10. This Action and all Released Claims asserted therein, whether asserted by the 

Class Representatives on their own behalf or on behalf of the Class Members, or derivatively to 

secure relief for the Plans, are dismissed with prejudice, without costs to any of the Settling 

Parties other than as provided for in the Settlement Agreement.

11. The Class Representatives and each Class Member and their respective heirs, 

beneficiaries, executors, administrators, estates, past and present partners, officers, directors, 

agents, attorneys, predecessors, successors, and assigns, shall be (1) conclusively deemed to 

have, and by operation of the Effective Approval Order shall have, fully, finally, and forever 

settled, released, relinquished, waived, and discharged Defendants, the Plans, and the Released 

Parties from all Released Claims, and (2) barred and enjoined from suing Defendants, the Plans, 

or the Released Parties in any action or proceeding alleging any of the Released Claims, even if 

any Class Member may thereafter discover facts in addition to or different from those which the 

Class Member or Class Counsel now know or believe to be true with respect to the Action and 

the Released Claims, whether or not such Class Members actually received the Settlement 

Notices, whether or not such Class Members have executed and delivered a Former Participant

Rollover Form, whether or not such Class Members have filed an objection to the Settlement, 

and whether or not the objections or claims for distribution of such Class Members have been 

approved or allowed.

12. The Plans and each Class Member (and their respective heirs, beneficiaries, 

executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, 

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5

predecessors, successors, and assigns) on behalf of the Plans shall be (1) conclusively deemed to 

have, and by operation of the Effective Approval Order shall have, fully, finally, and forever 

settled, released, relinquished, waived, and discharged Defendants and the Released Parties from 

all Released Claims, and (2) barred and enjoined from suing Defendants or the Released Parties 

in any action or proceeding alleging any of the Released Claims, even if the Plans or any Class 

Member on behalf of the Plans may thereafter discover facts in addition to or different from 

those which the Plans or any Class Member now knows or believes to be true with respect to the 

Action and the Released Claims.

13. The Class Representatives and each Class Member shall release Defendants, 

Defendants’ Counsel, Class Counsel, the Released Parties, and the Plans from any claims, 

liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement 

Amount or Net Settlement Amount and from all tax liability and associated penalties and interest 

as well as related attorneys’ fees and expenses.

14. The Court finds that it has subject matter jurisdiction over the claims herein and 

personal jurisdiction over the Defendants and the Class Members pursuant to the provisions of 

ERISA, and expressly retains that jurisdiction for purposes of enforcing and interpreting this 

Final Approval Order and/or the Settlement Agreement.

15. The Court finds that all applicable CAFA requirements have been satisfied.

16. The Settlement Administrator shall have final authority to determine the share of 

the Net Settlement Amount to be allocated to each eligible Current Participant and Former 

Participant pursuant to the Plan of Allocation approved by the Court.

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6

17. With respect to payments or distributions to Former Participants, all questions not 

resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its 

sole and exclusive discretion.

18. Within twenty-eight (28) calendar days following the issuance of all Settlement 

payments to Class Members as provided by the Plan of Allocation approved by the Court, the 

Settlement Administrator shall prepare and provide to Class Counsel and Defendants’ Counsel a 

list of each person who received a Settlement payment or contribution from the Qualified 

Settlement Fund and the amount of such payment or contribution.

19. Upon the Effective Date of this Order under the Settlement Agreement, all 

Settling Parties, the Settlement Class, and the Plans shall be bound by the Settlement Agreement 

and by this Final Approval Order.

IT IS SO ORDERED.

Dated: 

Hon. Iain D. Johnston

United States District Judge

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EXHIBIT 6

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[Settlement Administrator Letterhead]

November________, 2021

«Name1»

«Name2»

«Address1»

«Address2»

«Address3»

«City», «St» «Zip»

Re: Hill, et al. v. Mercy Health Corporation, et al.

Case No. 3:20-cv-50286 (N.D. Ill.)

Notice Pursuant to 28 U.S.C. § 1715

Dear Sir or Madam:

[________], settlement administrator, on behalf of Defendants Mercy Health Corporation and 

Mercy Health System Corporation (“Defendants”) in the above-captioned action (the “Hill Action”), 

hereby provides your office with this notice under the provisions of the Class Action Fairness Act 

(“CAFA”), 28 U.S.C. § 1711 et seq. Pursuant to 28 U.S.C. § 1715, this notice is to inform you of a 

proposed class action settlement of the Hill Action, a lawsuit currently pending in the United States 

District Court for the Northern District of Illinois, in which Plaintiffs alleged that Defendants

breached their fiduciary duties under the Employee Retirement Income Security Act of 1974

(“ERISA”), 29 U.S.C. §1001, et seq., in connection to the management of the Mercy Health 

Corporation Employees’ Retirement Plan, the Rockford Health System Retirement Plan, and the 

Rockford Health Physicians Retirement Plan (the “Plans”).

Plaintiffs filed a motion with the United States District Court for the Northern District of Illinois on 

November 5, 2021, requesting preliminary approval of the proposed settlement. The court has not 

granted preliminary approval of the proposed settlement yet, nor has it scheduled a hearing for 

preliminary approval or final approval of the settlement.

In accordance with 28 U.S.C. § 1715(b), Defendants state as follows:

(1) The operative Amended Complaint and any materials filed with the Complaint.

The operative amended complaint in the Hill Action, as well as all attachments thereto, is 

contained on the enclosed CD in the folder labeled Tab 1. In addition, the amended 

complaint and all other pleadings and records filed in the Hill Action are available on the 

internet through the federal government’s PACER service at 

https://ecf.ilnd.uscourts.gov/cgi-bin/DktRpt.pl?209941579666424-L_1_0-1. Additional 

information about the PACER service may be found at https://www.pacer.gov. 

(2) Notice of any scheduled judicial hearing in the class action.

As of the time and date of the transmittal of this notice, no judicial hearings are presently 

scheduled. Plaintiffs in the Hill Action filed an unopposed motion for preliminary approval 

of the proposed class action settlement on November 5, 2021. The court has not yet 

acted on the motion or set a hearing date. If any hearings are scheduled, information 

Case: 3:20-cv-50286 Document #: 66-2 Filed: 11/05/21 Page 90 of 92 PageID #:653
[INSERT]

________, 2021

Page 2

concerning the date, time, and location of those hearings will be available through PACER 

and can be accessed as described in section (1) above.

(3) Any proposed or final notification to class members.

The proposed forms of direct notice to class members, which provide notice of the 

proposed settlement and each class member’s right to object to the class action, are

included on the enclosed CD in the folder labeled Tab 2. The court has not yet approved 

the proposed forms of notice. Because the proposed settlement class would likely be 

certified under Rule 23(b)(1) of the Federal Rules of Civil Procedure, the notices explain 

that there is no right to request exclusion from the settlement.

(4) Any proposed or final class action settlement. 

The parties’ proposed class action settlement agreement dated as of [DATE] (“Settlement 

Agreement”), is included on the enclosed CD in the folder labeled Tab 3. The court has 

not yet granted preliminary or final approval of the settlement.

(5) Any settlement or other agreement contemporaneously made between class 

counsel and counsel for Defendants.

There are no additional agreements between class counsel and counsel for Defendants, 

other than those reflected in the Settlement Agreement.

(6) A final judgment or notice of dismissal.

No final judgment or notice of dismissal has yet been entered in the Hill Action. Upon 

entry, a copy of the Final Order and Judgment will be available through PACER and can be 

accessed as described in section (1) above. 

(7) Names of class members who reside in each state and the estimated 

proportionate share of the claims of such members to the entire settlement.

A list of the names of class members who reside in each state, based on the last mailing 

address known to Defendants, is included in Tab 4 of the enclosed CD. The specific 

settlement allocation to each class member will be determined by the Settlement 

Administrator according to a court-approved formula. As a result, we do not yet know how 

much each class member will receive, and it is not feasible to determine the estimated 

proportionate share of the claims of the class members who reside in each state to the 

entire settlement. Upon final approval of the court, the settlement proceeds will be 

distributed among the class members according to the Plan of Allocation set forth in the 

Settlement Agreement.

(8) Any written judicial opinion relating to the materials described in sections (3) 

through (6).

No written judicial opinions have been issued relating to the proposed settlement as of this 

time.

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[INSERT]

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Inasmuch as certain documents on the enclosed CD contain confidential information, it has been

encrypted and password-protected. Decryption instructions and the password will be sent under

separate cover.

Thank you for your attention to this matter.

Sincerely,

[Name]

[Title]

Enclosures

Case: 3:20-cv-50286 Document #: 66-2 Filed: 11/05/21 Page 92 of 92 PageID #:655