You or someone in your family may have been a participant in or a beneficiary of the Plan during the period from March 26, 2015 to March 10, 2022.

The Court directed a Notice to be sent to you because, if you fall within the definition of the Settlement Class, you had a right to know about the Settlement and the options available to you regarding the Settlement before the Court decided to approve the Settlement.  Now that the Court approved of the Settlement, the Net Settlement Amount will be distributed to the Settlement Class members according to a Court-approved Plan of Allocation.  The Notice describes the Action, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.

The Action claims that under ERISA, the Defendants owed fiduciary duties of care and prudence 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 of the claims and allegations made in the Action and deny that they ever engaged in any wrongful conduct.  If the Action were to continue, the Defendants would continue to assert numerous defenses to liability, including:

• Defendants did not engage in any of the allegedly improper conduct charged in the Complaint;
• Defendants reasonably and prudently managed the Plan’s investment options and fees, as well as all recordkeeping fees, and fulfilled all of their fiduciary obligations;
• As part of its reasonable and prudent process to manage the Plan, Defendants retained professional investment consultants to help ensure that the Plan offered suitable investments while simultaneously ensuring the Plan’s fees and expenses remained reasonable;
• As part of its reasonable and prudent process to manage the Plan, Defendants monitored, and repeatedly renegotiated, the Plan’s recordkeeping fees, including through two competitive “Request for Proposal” processes that solicited bids from several potential recordkeepers to reduce Plan expenses;
• The Plan’s investment options were and are reasonable, prudent, and sound investment options for Plan participants; 
• Even if a court were to determine that Defendants failed to discharge any duty under ERISA, any such breach of fiduciary duty did not cause the Plan or its participants to suffer any loss.

Class Counsel has extensively investigated the allegations in the Action.  Among other efforts, Class Counsel reviewed Plan-governing documents and materials, communications with Plan participants, U.S. Department of Labor filings, news articles and other publications, and other documents regarding the general and specific matters that were alleged in the complaint filed on March 26, 2021.  Defendants filed an Answer on June 1, 2021 denying the allegations in the Complaint.  On September 27, 2021, Plaintiffs filed a motion for class certification. On November 15, 2021 Defendants filed an opposition and on December 15, 2021 Plaintiffs filed a response in support of the motion for class certification. On November 19, 2021, Defendants filed a motion for summary judgment. On December 15, 2021, Plaintiffs filed an opposition.  Before the Court ruled on Plaintiffs’ motion for class certification or Defendants’ motion for summary judgment, the Parties began to discuss the possibility of a resolution of this matter through mediation.  Through several weeks of intense and arms’ length negotiations, the Parties reached agreement.

In a class action, one or more plaintiffs, called “class representatives” or “named plaintiffs,” sue on behalf of people who have similar claims.  All of these people who have similar claims collectively make up the “class” and are referred to individually as “class members.”  One case resolves the issues for all class members together.  Because the conduct alleged in this Action is claimed to have affected a large group of people – participants in the Plan during the Class Period – in a similar way, the Named Plaintiffs filed this case as a class action.

As in any litigation, all parties face an uncertain outcome.  On the one hand, continuation of the case 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 or obtaining a recovery that is less than the amount of the Settlement.  Based on these factors, the 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 Paul S. Diamond:

All persons who participated in the Plan at any time during the Class Period, including any Beneficiary of a deceased person who participated in the Plan at any time during the Class Period, and any Alternate Payee of a person subject to a Qualified Domestic Relations Order who participated in the Plan at any time during the Class Period. Excluded from the Settlement Class are Defendants and their beneficiaries.

The “class period” referred to in this definition is from March 26, 2015 to March 10, 2022. 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

Now that the Settlement is Final, a Settlement Fund consisting of $950,000.00 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 Court has approved of $14,882.60 in cost and $316,635.00 in Attorney's Fees. 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.  The Plan of Allocation describes how Settlement payments will be distributed to Settlement Class members who receive a payment.

Now that the Settlement has been 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.

The Released Parties are (a) Defendants, (b) Defendants’ insurers, co-insurers, and reinsurers, (c) ICON’s direct and indirect, past, present or future parents, subsidiaries, affiliates, divisions, joint ventures, predecessors, successors, successors-in-interest, and assigns, boards of trustees, boards of directors, officers, trustees, directors, partners, agents, managers, members, employees or heirs (including any individuals who serve or served in any of the foregoing capacities, such as members of the boards of trustees or boards of directors that are associated with any of Defendants’ past, present, and future affiliates), and each person that controls, is controlled by, or is under common control with them, (d) the Plan and the Plan’s current and past fiduciaries, administrators, plan administrators, recordkeepers, service providers, consultants, and parties-in-interest and (e) Defendants’ independent contractors, representatives, attorneys, administrators, fiduciaries, accountants, auditors, advisors, consultants, personal representatives, spouses, heirs, executors, administrators, associates, employee benefit plan fiduciaries (with the exception of the independent fiduciary), employee benefit plan administrators, service providers to the Plan (including their owners and employees), members of their immediate families, consultants, subcontractors, and all persons acting under, by, through, or in concert with any of them.  Released Claims are defined in the Settlement Agreement and include all claims that were or could have been asserted in the Action.  This means, for example, that Settlement Class members will not have the right to sue the Released Parties for failure to prudently select and monitor the Plan’s investment options or fees, or related matters, that occurred during the Class Period.

Each Settlement Class member’s share will be calculated according to a Court-approved Plan of Allocation by a third-party vendor (“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 December 31, 2015, and on December 31 of each subsequent year of the Class Period up to and including 2022.  For 2022, February 28, 2022 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 will not be required to produce records that show your Plan activity.  If you are entitled to a share of the Settlement Fund, your share of the Settlement will be determined based on the Plan’s records for your account.  If you have questions regarding the allocation of the Net Settlement Amount, please contact Class Counsel.

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.

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 February 28, 2022 (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) will be paid into the Plan.  Former Participants will be paid directly by 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. If you are a former Plan participant and have not provided the Plan with your current address, please contact Class Counsel.

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 Court has preliminarily appointed the law firm of Capozzi Adler, P.C. as Class Counsel for the Named Plaintiffs in the Action.  You will not be charged directly by these lawyers.  If you want to be represented by your own lawyer, you may hire one at your own expense.

Class Counsel filed a motion for the award of attorneys’ fees of not more than one third of the Settlement Amount, plus reimbursement of expenses incurred in connection with the prosecution of the Action.  This motion was considered at the Fairness Hearing and resulted in the approval of $316,635.00 in Attorney Fees.

Additionally, the Court approved, the Class Representatives to be paid $10,000 each from the Settlement Fund.

If you wanted to object to attorneys’ fees, you could have followed the objection procedure to tell the Court that you did not agree with the fees and expenses the attorneys intend to seek and asked the Court to deny their motion or limit the award. The objection deadline was June 10, 2022; and has passed

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. 

Although you cannot opt out of the Settlement, you could have objected to the Settlement and asked the Court not to approve it. The objection deadline was June 10, 2022; and has passed.

The deadline to object to the Settlement was June 10, 2022; and has passed.

The Court held a Fairness Hearing and decided to approve the Settlement as fair, reasonable, and adequate.  You may have participated in the Fairness Hearing, if you timely asserted an objection, by June 10, 2022, but you did not have to participate in the Fairness Hearing to have your objection considered.  The objection deadline was June 10, 2022; and has passed.

The Fairness Hearing was held on July 11, 2022, at the United States District Court for the Eastern District of Pennsylvania, James A. Byrne U.S. Courthouse, 601 Market Street, Philadelphia, PA 19106, before the Hon. Paul S. Diamond, or such other courtroom as the Court may designate.  At that hearing, the Court approved of the Settlement as fair, reasonable, and adequate. The Court also approved the motions for attorneys’ fees and reimbursement of expenses and for Case Contribution Awards for the Named Plaintiffs.

If you do nothing and you are a Settlement Class member, you will participate in the Settlement of the Action as described in the Notice.

Yes.  The Notice summarizes the proposed Settlement.  The complete terms are set forth in the Settlement Agreement.  You may obtain a copy of the Settlement Agreement by making a written request to Class Counsel.  Copies may also be obtained at at the Important Documents page here, by calling the toll-free number, 1-855-606-2586, or by sending an email to Settlement@CapozziAdler.com.  In the subject line please write “ICON Settlement.”  You are encouraged to read the complete Settlement Agreement.

DO NOT CONTACT THE COURT, THE CLERK’S OFFICE, ICON, OR COUNSEL FOR ICON REGARDING THIS NOTICE. THEY WILL NOT BE ABLE TO ANSWER YOUR QUESTIONS. INSTEAD CONTACT CLASS COUNSEL, THE SETTLEMENT ADMINISTRATOR TOLL-FREE AT 1-855-606-2586, OR REVIEW THIS WEBSITE.