The Action claims that under ERISA, Defendants owed fiduciary duties of care, prudence and loyalty to the Plan and that they violated those duties in connection with the selection and monitoring of the Plan’s investment options and service providers. During the Class Period, participants in the Plan were able to allocate their account balances among various investment funds. Named Plaintiffs allege that the Plan had substantial bargaining power regarding the fees and expenses that were charged. Named Plaintiffs further allege that Defendants did not exercise appropriate judgment to scrutinize each investment option that was offered in the Plan to ensure it was prudent. Additionally, Named Plaintiffs allege Defendants failed to prudently monitor the recordkeeping fees charged to Plan participants. Recordkeeping in simple terms refers to the suite of administrative services provided to retirement plan participants that generally includes provision of account statements to participants.

Defendants deny all the claims and allegations made in the Action and deny they ever engaged in any wrongful conduct.

As in any litigation, all parties face an uncertain outcome. On the one hand, continuation of the litigation against the Defendants could result in a judgment greater than this Settlement. On the other hand, continuing the case could result in Plaintiffs obtaining no recovery at all, losing the case, or obtaining a recovery that is less than the amount of the Settlement. Based on these factors, Named Plaintiffs and Class Counsel have concluded that the proposed Settlement is in the best interests of all Settlement Class members.

You are a member of the Settlement Class if you fall within the definition of the Settlement Class preliminarily approved by Judge Sean F. Cox:

All persons, except Defendants and their immediate family members, who were participants in or beneficiaries of the Plan, at any time between May 5, 2015 through the date of judgment (the “Class Period”).

The “Class Period” referred to in this definition is from May 5, 2015 to February 20, 2024. If you are a member of the Settlement Class, the amount of money you will receive, if any, will depend upon the Plan of Allocation.

Provided that the Settlement becomes Final, a Settlement Fund consisting of $5,000,000.00 will be established in the Action. The amount of money that will be allocated among members of the Settlement Class, after the payment of any taxes and Court-approved costs, fees, and expenses, including attorneys’ fees and expenses of Class Counsel, any Court-approved Case Contribution Awards to be paid to the Named Plaintiffs, and payment of expenses incurred in calculating the Settlement payments and administering the Settlement, is called the Net Settlement Amount. The Net Settlement Amount will not be known until these other amounts are quantified and deducted. The Net Settlement Amount will be allocated to members of the Settlement Class according to a Plan of Allocation to be approved by the Court. The Plan of Allocation describes how Settlement payments will be distributed to Settlement Class members who receive a payment.

If the Settlement is approved by the Court, all Settlement Class members and anyone claiming through them shall be deemed to fully release the Released Parties from Released Claims.

Each Settlement Class member’s share will be calculated according to a Court-approved Plan of Allocation by a third-party vendor (the “Settlement Administrator”) selected by Class Counsel. You are not required to calculate the amount you may be entitled to receive under the Settlement as the Settlement Administrator will do so under the Plan of Allocation. In general, your proportionate share of the Settlement will be calculated as follows:

• First, the Settlement Administrator will obtain balances for each Settlement Class member in their Plan accounts as of May 5, 2015, and on December 31 of each subsequent year of the Class Period up to and including 2022. For 2023, August 31 will be used. Each Class Member’s account balances for each year of the Class Period based on the account balances as of these dates will be summed. This summed amount will be that Class Member’s “Balance.”
• Second, the Balance for all Class Members will be summed.
• Third, each Class Member will receive a share of the Net Settlement Amount in proportion to the sum of that Class Member’s Balance as compared to the sum of the Balance for all Class Members, i.e., where the numerator is the Class Member’s Balance and the denominator is the sum of all Class Members’ Balances
• The amounts resulting from this initial calculation will be known as the Preliminary Entitlement Amount. Class Members who are entitled to a distribution of less than $10.00 will receive a distribution of $10.00 (the “De Minimis Amount”) from the Net Settlement Amount. In other words, the Settlement Administrator shall progressively increase Class Members’ awards falling below the De Minimis Amount until the lowest participating Class Member award is the De Minimis Amount, i.e., $10.00. The resulting calculation shall be the Final Entitlement Amount for each Class Member. The sum of the Final Entitlement Amount for each Class Member will equal the dollar amount of the Net Settlement Amount.

You do not need to file a claim. The Entitlement Amount for Settlement Class members with an Active Account (an account with a positive balance) as of August 31, 2023 (unless that Plan account is closed prior to distribution of Settlement proceeds, in which case that Class Member will receive their allocation via a check from the Settlement Administrator) will be paid into the Plan. Former Participants will be paid directly by check from the Settlement Administrator by check.

All such payments are intended by the Settlement Class to be “restorative payments” in accordance with Internal Revenue Service Revenue Ruling 2002-45. Checks issued to Former Participants pursuant to this paragraph shall be valid for 180 days from the date of issue.

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.

The Settlement cannot be completed unless and until several events occur. These events include final approval of the Settlement by the Court, approval of the Settlement by an independent fiduciary to the Plan, transfer of the Net Settlement Amount to the Plan, and calculation of the amount of the Settlement owed to each Settlement Class member. If objections are made to the Settlement or appeals are taken by objectors who oppose the approval of the Settlement, this process may take a long time to complete, possibly several years.

There will be no payments if the Settlement Agreement is terminated.

You do not have the right to exclude yourself from the Settlement. The Settlement Agreement provides for certification of the Settlement Class as a non-opt-out class action under Federal Rule of Civil Procedure 23(b)(1), and the Court has preliminarily determined that the requirements of that rule have been satisfied. Thus, it is not possible for any Settlement Class members to exclude themselves from the Settlement. As a Settlement Class member, you will be bound by any judgments or orders that are entered in the Action for all claims that were or could have been asserted in the Action or are otherwise released under the Settlement.

If you are a Settlement Class Member, you can object to the Settlement if you do not like any part of it. You can give reasons why you think the Court should not approve it. To object, you must send a letter or other writing saying that you object to the Settlement in Hundley et al. v. Henry Ford Health System et al., Case No. 2:21-cv-11023-SFC (E.D. Mich.) Be sure to include your name, address, telephone number, signature, and a full explanation of all the reasons why you object to the Settlement.

You must file your objection with the Clerk of the Court of the United States District Court for the Eastern District of Michigan so that it is received no later than May 16, 2024. See your Notice for complete instructions.