82_FR_18084 82 FR 18013 - Notice of Proposed Exemption Aon Pension Plan (the Plan) Located in Chicago, Illinois

82 FR 18013 - Notice of Proposed Exemption Aon Pension Plan (the Plan) Located in Chicago, Illinois

DEPARTMENT OF LABOR
Employee Benefits Security Administration

Federal Register Volume 82, Issue 71 (April 14, 2017)

Page Range18013-18018
FR Document2017-07421

This document contains a notice of pendency before the Department of Labor (the Department) of a proposed individual exemption from certain prohibited transaction restrictions of the Employee Retirement Income Security Act of 1974 (ERISA or the Act) and/or the Internal Revenue Code of 1986 (the Code). This notice includes the following proposed exemption: D-11880, Aon Pension Plan (the Plan).

Federal Register, Volume 82 Issue 71 (Friday, April 14, 2017)
[Federal Register Volume 82, Number 71 (Friday, April 14, 2017)]
[Notices]
[Pages 18013-18018]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-07421]


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DEPARTMENT OF LABOR

Employee Benefits Security Administration

[Application No. D-11880]


Notice of Proposed Exemption Aon Pension Plan (the Plan) Located 
in Chicago, Illinois

AGENCY: Employee Benefits Security Administration, U.S. Department of 
Labor.

ACTION: Notice of proposed exemption.

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SUMMARY: This document contains a notice of pendency before the 
Department of Labor (the Department) of a proposed individual exemption 
from certain prohibited transaction restrictions of the Employee 
Retirement Income Security Act of 1974 (ERISA or the Act) and/or the 
Internal Revenue Code of 1986 (the Code). This notice includes the 
following proposed exemption: D-11880, Aon Pension Plan (the Plan).

DATES: All interested persons are invited to submit written comments 
and/or requests for a hearing on the pending exemption, unless 
otherwise stated in the Notice of Proposed Exemption, within 44 days 
from the date of publication of this Federal Register Notice.

ADDRESSES: Comments and requests for a hearing should state: (1) The 
name, address, and telephone number of the person making the comment or 
request, and (2) the nature of the person's interest in the exemption 
and the manner in which the person would be adversely affected by the 
exemption. A request for a hearing must also state the issues to be 
addressed and include a general description of the evidence to be 
presented at the hearing.
    All written comments and requests for a hearing (at least three 
copies) should be sent to the Employee Benefits Security Administration 
(EBSA), Office of Exemption Determinations, U.S. Department of Labor, 
200 Constitution Avenue NW., Suite 400, Washington, DC 20210. 
Attention: Application No. D-11880. Interested persons are also invited 
to submit comments and/or hearing requests to EBSA via email or FAX. 
Any such comments or requests should be sent either by email to: 
[email protected], or by FAX to (202) 693-8474 by the end of the 
scheduled comment period. The application for exemption and the 
comments received will be available for public inspection in the Public 
Disclosure Room of the Employee Benefits Security Administration, U.S. 
Department of Labor, Room N-1515, 200 Constitution Avenue NW., 
Washington, DC 20210.
    Warning: All comments will be made available to the public. Do not 
include any personally identifiable information (such as Social 
Security number, name, address, or other contact information) or 
confidential business information that you do not want publicly 
disclosed. All comments may be posted on the Internet and can be 
retrieved by most Internet search engines.

FOR FURTHER INFORMATION CONTACT: Mrs. Blessed Chuksorji-Keefe of the 
Department, telephone (202) 693-8567. (This is not a toll-free number.)

SUPPLEMENTARY INFORMATION: 

Notice to Interested Persons

    Notice of the proposed exemption will be provided to all interested 
persons in the manner agreed upon by the applicant and the Department 
within 44 days of the date of publication in the Federal Register. Such 
notice shall include a copy of the notice of proposed exemption as 
published in the Federal Register and shall inform interested persons 
of their right to comment and to request a hearing (where appropriate).
    The proposed exemption was requested in an application filed 
pursuant to section 408(a) of the Act and/or section 4975(c)(2) of the 
Code, and in accordance with procedures set forth in 29 CFR part 2570, 
subpart B (76 FR 66637, 66644, October 27, 2011).\1\ Effective December 
31, 1978, section 102 of Reorganization Plan No. 4 of 1978, 5 U.S.C. 
App. 1 (1996), transferred the authority of the Secretary of the 
Treasury to issue exemptions of the type requested to the Secretary of 
Labor. Therefore, these notices of proposed exemption are issued solely 
by the Department.
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    \1\ The Department has considered exemption applications 
received prior to December 27, 2011 under the exemption procedures 
set forth in 29 CFR part 2570, subpart B (55 FR 32836, 32847, August 
10, 1990).
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    The application contains representations with regard to the 
proposed exemption which are summarized below. Interested persons are 
referred to the application on file with the Department for a complete 
statement of the facts and representations.

Proposed Exemption

Section I. Covered Transactions

    If the proposed exemption is granted, the restrictions of sections 
406(a)(1)(A), 406(a)(1)(D), 406(b)(1) and 406(b)(2) of the Act and the 
sanctions resulting from the application of section 4975 of the Code, 
by reason of section 4975(c)(1)(A), (D), and (E) of the Code,\2\ shall 
not apply to the proposed in-kind contribution (the Contribution) by 
Aon Corporation (Aon), to the Plan of a 3.5% limited partnership 
interest (the Partnership Interest) in the Trident V, L.P. Fund (the 
Fund).
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    \2\ For purposes of this proposed exemption, references to 
specific provisions of section 406 of Title I of the Act, unless 
otherwise specified, should be read to refer as well to the 
corresponding provisions of section 4975 of the Code.
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Section II. General Conditions

    (a) The Independent Fiduciary, as defined in Section IV(c) of this 
proposed exemption, negotiates the terms and conditions of the 
Contribution, and approves the Contribution as being in the interest of 
the Plan;
    (b) The Partnership Interest is contributed to the Plan by Aon at 
its current fair market value, as determined by the Independent 
Fiduciary, at the time of the Contribution;
    (c) On a date preceding the Contribution, Aon makes a cash 
contribution to the Plan of $7.5 million (the Additional Cash 
Contribution);
    (d) The Plan does not have any obligation to make future payments 
with respect to the Partnership Interest;
    (e) Aon contributes, on behalf of the Plan, cash amounts that are 
equal to the remaining capital calls that are requested by the general 
partner (the General Partner) of the Fund with respect to the 
Partnership Interest;
    (f) The Plan does not pay any fees, commissions, costs or other 
expenses in connection with the either the Contribution or the 
Additional Cash Contribution, except for fees that are paid by the Plan 
to the Independent Fiduciary; and

[[Page 18014]]

    (g) The terms and conditions of the Contribution and the Additional 
Cash Contribution are no less favorable to the Plan than those 
obtainable under similar circumstances when negotiated at arm's-length 
with unrelated third parties.

Section III. Independent Fiduciary

    (a) The Independent Fiduciary represents the interests of the Plan 
for all purposes with respect to the Contribution and the Additional 
Cash Contribution;
    (b) The Independent Fiduciary:
    (1) Reviews, negotiates (if applicable), and approves the terms and 
conditions of the Contribution and the Additional Cash Contribution, as 
evidenced in the Contribution Agreement;
    (2) Determines, in its sole discretion, that the reported value of 
the Partnership, as calculated by the General Partner, reflects the 
fair market value of the Partnership Interest;
    (3) Determines, at the time of the Contribution, that the terms of 
such transaction are no less favorable to the Plan than the terms 
negotiated at arm's-length under similar circumstances between 
unrelated third parties;
    (4) Ensures the Plan incurs no fees, costs or other charges (other 
than the fees and expenses of the Independent Fiduciary) as a result of 
the Contribution and the Additional Cash Contribution;
    (5) Acknowledges that the Partnership Interest may not be sold, 
assigned, transferred or otherwise disposed of without the prior 
written consent of the General Partner of the Fund, which must be given 
at least 30 days prior to such transfer;
    (6) Enforces the Plan's rights and interests with respect to the 
terms the Contribution and the Additional Cash Contribution; and
    (7) Takes all steps that are necessary and proper to protect the 
Plan under the terms of the Contribution Agreement.

Section IV. Definitions

    (a) The term ``Aon'' means Aon Corporation, and any of its 
affiliates.
    (b) The term ``affiliate'' means:
    (1) Any person directly or indirectly through one or more 
intermediaries, controlling, controlled by, or under common control 
with the person;
    (2) Any officer, director, employee, relative, or partner in any 
such person; or
    (3) Any corporation or partnership of which such person is an 
officer, director, partner, or employee.
    For the purposes of clause (b)(1) above, the term ``control'' means 
the power to exercise a controlling influence over the management or 
policies of a person other than an individual.
    (c) The term ``Independent Fiduciary'' means Evercore Trust Company 
(Evercore), to the extent Evercore is a fiduciary with respect to the 
Plan that is independent of or unrelated to Aon, and has the 
appropriate training, experience, and facilities to act on behalf of 
the Plan regarding the proposed transactions in accordance with the 
fiduciary duties and responsibilities prescribed by the Act (including, 
if necessary, the responsibility to seek the counsel of knowledgeable 
advisors to assist in its compliance with the Act). The Independent 
Fiduciary will not be deemed to be independent of and unrelated to Aon 
if: (1) Such Independent Fiduciary directly or indirectly controls, is 
controlled by or is under common control, with Aon; (2) such 
Independent Fiduciary directly or indirectly receives any compensation 
or other consideration in connection with any transaction described in 
this exemption other than for acting as Independent Fiduciary in 
connection with the transactions described herein, provided that the 
amount or payment of such compensation is not contingent upon, or in 
any way affected by, the Independent Fiduciary's ultimate decision; and 
(3) the annual gross revenue received by the Independent Fiduciary from 
Aon, during any year of its engagement, does not exceed one percent 
(1%) of such Independent Fiduciary's annual gross revenue from all 
sources (for federal income tax purposes) for its prior tax year.

Summary of Facts and Representations \3\
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    \3\ The Summary of Facts and Representations is based on Aon's 
representations, unless indicated otherwise.
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The Parties

    1. Aon, which is located in Chicago, Illinois, is the sponsor of 
the Plan. Aon is a provider of risk management services, insurance and 
reinsurance brokerage, and human resource consulting and outsourcing. 
As of December 31, 2015, Aon had total assets of approximately $22 
billion.
    2. The Plan is a defined benefit plan maintained by Aon in Chicago, 
Illinois. As of December 31, 2015, the Plan had approximately 33,016 
participants and beneficiaries.\4\ Also on that date, the Plan had 
$1.952 billion in assets. The Plan's assets were allocated 35.7% to 
fixed income investments, 44% to equity investments, 3.9% to real 
assets (real estate and commodities), 10.8% to hedge funds, 3.9% to 
private equity and 1.7% to cash. The Plan's current target asset 
allocation is 30% for fixed income, 50% for equities, 5% for real 
assets, 8% for hedge funds, and 7% for private equity.\5\
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    \4\ Although these are the most recent financial statements 
available for the Plan, Aon represents that as of September 30, 
2016, the Plan had total assets of $2.015 million based on reports 
retained by the Trustee.
    \5\ Aon represents that following the Contribution, the 7% 
target allocation for private equity investments will not be 
exceeded. Aon also represents that if the Plan is over this target 
allocation, it will amend the Plan's Statement of Investment Policy. 
However, if the Plan is within 1% of the target allocation, Aon 
explains that this would be well within an acceptable range.
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    The Plan trustee (the Trustee) is Northern Trust Company of 
Chicago, Illinois. Investment decisions for the Plan are made by the 
Aon Corporation Retirement Plan Governance and Investment Committee 
(the Plan Committee), which is the named fiduciary for the Plan. The 
Plan Committee is comprised of senior executives of Aon.
    3. Effective April 1, 2009, the Plan was frozen for future accrual 
of benefits. Employees hired on or after January 1, 2004 are not 
permitted to participate in the Plan. According to Aon, it is not 
anticipated that the Plan will be terminated assuming the proposed 
exemption is granted. Instead, Aon states that its de-risking strategy 
for the Plan is focused on reducing investment risk.
    As reported in the Plan's annual funding notice for the plan year 
ending December 31, 2015, the funding target attainment percentage for 
the Plan on a HAFTA/MAP-21 basis is 100.97%. On a non-HAFTA/MAP-21 
basis, according to Aon, the funding target attainment percentage for 
the Plan is 80.68%. Aon represents that, based on preliminary 
information as of December 12, 2016, it will be required to make a 
$30.5 million cash contribution to the Plan for the 2016 plan year, 
which will be due in September 2017.

The Partnership Interest

    4. Among Aon's assets is an approximately 3.5% interest in the 
Fund, a private equity fund that is designed to invest in shares of 
capital stock, limited partnership interests, limited liability company 
interests, options, bonds, debentures and other forms of equity and 
debt securities. The Fund, which is structured as a limited 
partnership, was formed by Stone Point Capital LLC (Stone Point), a 
private equity investment manager and an unrelated party with respect 
to the Plan. Stone Point is the General Partner of the Fund and an 
unrelated party. Stone

[[Page 18015]]

Point makes private equity investments in businesses within the 
financial services industry in the United States, the United Kingdom, 
Western Europe and Bermuda.
    5. In May 2010, Aon acquired the Partnership Interest in the Fund 
by making a capital commitment to the General Partner to contribute $75 
million during the life of the Fund. The capital commitment represented 
3.65% of the Fund's total capital commitments of $2 billion. As of 
December 31, 2015, $78.4 million of capital had been called from Aon to 
the Fund, and $11.3 million had been returned by the Fund to Aon.
    The Partnership Interest is non-voting and it generally does not 
provide for a limited partner's participation in the management of the 
Fund. However, in certain circumstances set forth in the Fund's 
Partnership Agreement (e.g., misconduct by the General Partner), a 
limited partner may vote for the election, removal or replacement of 
the Fund's General Partner.

Contribution of Partnership Interest to Plan

    6. Aon is requesting an administrative exemption from the 
Department in order to contribute the Partnership Interest to the Plan. 
Aon represents that the proposed contribution is permitted by the 
Plan's Statement of Investment Policy. By its terms, the Partnership 
Interest will not be transferred to the Plan without the full, written 
consent of Stone Point, which Aon will provide to the Department prior 
to any final determination by the Department to grant this exemption. 
In addition, the Plan will not have any obligation to make future 
payments with respect to the Partnership Interest. Further, Aon must 
contribute to the Plan amounts equal to any remaining capital calls 
that the General Partner of the Fund may require following the 
Contribution.
    If consummated, the Contribution will be a one-time transaction. 
The Plan will pay no fees, commissions, or other expenses in connection 
with the Contribution), with the exception of the fees that are charged 
by the Independent Fiduciary. Immediately following the Contribution, 
the aggregate fair market value of the Partnership Interest 
(approximately $79.2 million, as described below) will represent 
approximately four (4%) of the Plan's assets, based on a valuation as 
of December 31, 2015.

Additional Cash Contribution to Plan

    7. On December 29, 2016, Aon made a cash contribution to the Plan 
of $7.5 million.\6\ According to Aon, the Additional Cash Contribution 
represents an amount in excess of the aggregate value of: (a) A Put 
Option that would provide the Plan with the right to sell the 
Partnership Interest back to Aon at the fair market value of such 
Partnership Interest as of the date of the Contribution; and (b) a 
Guaranteed Investment Return of 6% for the life of the Fund, based on 
the value of the Partnership Interest, and adjusted for distributions.
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    \6\ Initially, Aon proposed to make an Additional Cash 
Contribution to the Plan of $7.4 million, which was consistent with 
the conclusions reached by Evercore, the Independent Fiduciary for 
the Plan in the Independent Fiduciary Report (see Representation 
18). Aon subsequently decided to increase the Additional Cash 
Contribution to $7.5 million.
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    Taken together, Aon represents that the estimated aggregate value 
of the Contribution ($79.2 million) and the Additional Cash 
Contribution ($7.5 million) is $86.7 million. Aon represents that this 
amount is in excess of Aon's funding obligation to the Plan.

Aon's Other Obligations

    8. Besides making the Contribution and the Additional Cash 
Contribution to the Plan, Aon is also solely responsible for: (a) 
Determining the proper treatment of the Partnership Interest with 
respect to distributions, or other payments, or any proceeds received 
from any redemption or conversion thereof for tax or financial 
accounting purposes; (b) any and all regulatory reporting or filings 
required in connection with or as a result of the Contribution or the 
Plan's ownership or disposition of the Partnership Interest; and (c) 
any transfer agency or similar fees or expenses relating to the 
issuance or transfer of the Partnership Interest.

Rationale for Exemptive Relief

    9. Aon represents that the proposed Contribution will allow Aon to 
enhance the funding to the Plan. In addition, Aon represents that the 
proposed Contribution will bring the Plan's investment portfolio closer 
in line with the asset allocation guidelines contained in the Plan's 
Statement of Investment Policy. In this regard, Aon states that the 
proposed Contribution will enhance the diversity of the Plan's 
investment portfolio and align the Plan's portfolio with the asset 
allocation strategy described in the Statement of Investment Policy.
    10. Aon further represents that the Contribution will enhance the 
Plan's cash flow because of the maturity of the underlying Fund. Aon 
states that funds that are nearly fully committed, such as the Fund, 
tend to generate cash distributions at a much higher rate. According to 
Aon, the Fund completed its investment period on June 30, 2014. 
Although remaining capital commitments may be called, no new 
investments in new portfolio companies have been or will be made. Also, 
because most of the full capital commitment of the Fund has been 
invested, Aon represents that the Fund has already started making 
distributions to limited partners. Therefore, according to Aon, the 
Partnership Interest will likely generate a significant cash flow to 
the Plan.

Legal Analysis

    11. The proposed Contribution by Aon of the Partnership Interest to 
the Plan would violate several provisions of the Act. In this regard, 
section 406(a)(1)(A) of the Act provides that a fiduciary with respect 
to a plan shall not cause the plan to engage in a transaction if the 
fiduciary knows or should know that such transaction constitutes a 
direct or indirect sale or exchange of any property between the plan 
and a party in interest. Section 406(a)(1)(D) of the Act provides that 
a fiduciary with respect to a plan shall not cause a plan to engage in 
a transaction if the fiduciary knows or has reason to know that such 
transaction constitutes a direct or indirect transfer to, or use by or 
for the benefit of, a party in interest, of any assets of a plan.
    In addition, section 406(b)(1) of the Act prohibits a fiduciary 
with respect to a plan from dealing with the assets of the plan in such 
fiduciary's own interest or for such fiduciary's own account. Further, 
section 406(b)(2) of the Act prohibits a fiduciary from acting in such 
fiduciary's individual or other capacity in any transaction involving 
the plan on behalf of a party (or representing a party) whose interests 
are adverse to the interests of the plan, or the interests of the plan 
participants and beneficiaries.
    The term ``party in interest'' is defined in section 3(14)(A) and 
(C) of the Act to include a fiduciary with respect to a plan, and an 
employer, any of whose employees are covered by such plan. As 
fiduciaries to the Plan, the Trustee and the Plan Committee are parties 
in interest under section 3(14)(A) of the Act. As an employer whose 
employees are covered under the Plan, Aon is a party in interest under 
section 3(14)(C) of the Act.
    12. Under Department Regulation 2509.94-3, an in-kind contribution 
of property to a defined benefit pension plan by a plan sponsor is a 
prohibited transaction under section 406(a)(1)(A) of the Act because it 
would constitute a

[[Page 18016]]

transfer that would reduce the obligation of the sponsor or employer to 
fund the plan. In effect, the Contribution would be treated as a 
prohibited ``sale or exchange'' between a party in interest and a plan 
because it would discharge the sponsor's legal obligation to make an 
annual cash contribution to the plan.
    In addition, because the Plan Committee is a fiduciary with respect 
to the Plan, the Contribution would violate section 406(b)(1) of the 
Act. Moreover, the Contribution would violate section 406(b)(2) of the 
Act inasmuch as the Plan Committee, as a Plan fiduciary, would be 
acting on be acting on behalf of Aon, whose interests are adverse to 
the interests of the Plan. Accordingly, Aon has requested exemptive 
relief from the foregoing violations.

The Independent Fiduciary

    13. Evercore, the Independent Fiduciary for the Plan, is a national 
trust bank chartered by the Office of the U.S. Comptroller of the 
Currency. In an engagement letter dated November 5, 2015 (the 
Engagement Letter), Evercore represents that it was appointed by the 
Plan Committee to: (a) Determine whether the proposed Contribution is 
in the interest of the Plan and its participants and beneficiaries, 
including the terms of the Contribution Agreement and other instruments 
which Evercore and its legal counsel deem necessary to proceed with the 
proposed transaction; (b) determine whether the terms of the proposed 
transaction between Aon and the Plan are no less favorable to the Plan 
than terms negotiated at arm's-length under similar circumstances 
between unrelated third parties; (c) determine the fair market value of 
the Partnership Interest; (d) determine whether the Additional Cash 
Contribution, equal to 9.33% of the fair market value of the 
Partnership Interest as of the date of the Contribution, is greater in 
amount than the aggregate value of the Put Option and the Guaranteed 
Investment Return; (e) determine whether the Plan should enter into the 
proposed transaction in accordance with the terms of the proposed 
exemption, if granted; and (f) report its initial and final 
determinations in a written report (the Independent Fiduciary Report) 
to the named Plan Fiduciary, suitable for submission to the Department 
in connection with the subject exemption request. Also, in the 
Engagement Letter, William E. Ryan III, Managing Director and Chief 
Fiduciary Officer of Evercore, agreed to undertake the duties and 
responsibilities of the Independent Fiduciary.
    In the Independent Fiduciary Report, dated May 16, 2016, Evercore 
represents that it is: (a) Independent of and unrelated to Aon, and (b) 
appointed to act pursuant to an Independent Fiduciary Agreement dated 
November 16, 2015. Evercore also represents that it does not directly 
or indirectly control, is not controlled by, and is not under common 
control with the Applicant and has warranted that neither it, nor any 
of its officers, directors, or employees is an officer, director, 
partner or employee of Aon (or a relative of such person). In addition, 
Evercore asserts that it will not directly or indirectly receive any 
compensation or other consideration from Aon in connection with the 
proposed transaction. In this regard, Evercore represents that the fees 
and expenses it has received or will receive for its services will be 
paid by the Plan, and that its compensation will not be contingent 
upon, or in any way affected by, the decisions or determinations it 
will make with respect to the value of the Partnership Interest, and 
the Additional Cash Contribution.
    In addition, Evercore represents that the fees it received from the 
Plan during 2015, as well as the fees it has received from the Plan 
during 2016, will represented less than one (1%) percent of its gross 
annual revenues. Further, Evercore states that it has not received any 
compensation from Aon or its affiliates during these years.
    14. In its role as Independent Fiduciary for the Plan, Evercore 
must: (a) Review, negotiate (to the extent applicable), and approve the 
terms and conditions of the Contribution and the Additional Cash 
Contribution, as evidenced in the Contribution Agreement; (b) 
determine, in its sole discretion, based primarily on its review of the 
Fund's audited financials and other qualitative and quantitative 
information provided by Aon, that the reported value of the 
Partnership, as calculated by the General Partner, reflects the fair 
market value of the Partnership Interest; (c) determine, at the time of 
the Contribution, that the terms of such transaction are no less 
favorable to the Plan than the terms negotiated at arm's-length under 
similar circumstances between unrelated third parties; (d) ensure the 
Plan incurs no fees, costs or other charges (other than the Independent 
Fiduciary fees and expenses it receives as a result of the 
Contribution; (e) acknowledge that the Partnership Interest may not be 
sold, assigned, transferred or otherwise disposed of without the prior 
written consent of the General Partner of the Fund, which must be given 
at least 30 days prior to such transfer; (f) enforce the Plan's rights 
and interests with respect to the terms the Contribution; and (g) take 
all steps that are necessary and proper to protect the Plan under the 
terms of the Contribution Agreement.
    15. As Independent Fiduciary, Evercore represents that it conducted 
a comprehensive due diligence process to evaluate the terms of the 
Contribution. Evercore states that this process involved: (a) Reviewing 
the Fund's audited financial statements and other information 
concerning the valuation of the Partnership Interest; (b) conducting 
numerous calls with Aon's personnel; and (c) holding meetings with 
professionals from Evercore Partners, Inc. with respect to: (i) 
Secondary private equity markets; and (ii) the investment performance 
of the General Partner. In addition, Evercore represents that it 
gathered and reviewed publicly-available information.
    16. In valuing the Partnership Interest, Evercore represents that 
there was no detailed, portfolio-level information available that could 
be used to perform portfolio-level valuation. Instead, Evercore 
represents that it used the audited financial statements for the Fund 
as of December 31, 2015 to provide a fair value estimate of the 
Partnership Interest, in its Independent Fiduciary Report dated May 16, 
2016. Evercore states that the fair value estimate could be adjusted 
for such factors as the track record and assessment of the General 
Partner/manager, the stage of the Fund, and the size of the Partnership 
Interest, in order to determine the fair market value of such 
Partnership Interest. Based on these assessments, Evercore represents 
that it applied a discount of 2.5% to its initial valuation of the 
Partnership Interest of $81.2 million. Based on this discount, Evercore 
concluded that the fair market value of the Partnership Interest was 
$79.2 million as of December 31, 2015. Evercore will update the fair 
market value of the Partnership Interest at the time of the 
Contribution.
    17. In addition, Evercore represents that it evaluated Aon's 
analysis of the Put Option and the Guaranteed Investment Return, as if 
these options were being provided to the Plan. Evercore explains that 
Aon had valued the Put Option and Guaranteed Investment Return, using 
methodologies that were based on a Monte Carlo simulation and a Black 
Scholes valuation model.\7\ Under these valuation

[[Page 18017]]

approaches, Evercore represents that Aon's combined range of values as 
of December 31, 2015 was $4.04-$4.17 million for the Put Option and 
$6.82-$6.95 million for the Guaranteed Investment Return. In Evercore's 
assessment, the range of values for the Put Option and the Guaranteed 
Investment Return was $4.0-$6.9 million as of December 31, 2015.
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    \7\ It is represented that the Monte Carlo methodology simulates 
over one thousand different investment return scenarios for the 
private equity fund. Using these different investment return 
scenarios, a value for the put option and the guaranteed investment 
return was calculated. It is also represented that the Black Scholes 
methodology is a model of price variations over time of financial 
instruments that is commonly used to determine the price of put and 
call options. The model incorporates the volatility of the financial 
instrument, the time value of money using the risk free rate, the 
option's strike price, and the time to the option's expiry.
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    18. Accordingly, Evercore concluded that, as of December 31, 2015, 
9.33% of the $79.2 million fair market value of the Partnership 
Interest, or approximately $7.4 million, was greater than the aggregate 
fair market value of the Put Option and the Guaranteed Investment 
Return, less fees, costs, or other charges incurred by the Plan as a 
result of the proposed transaction. Evercore will update the 
Independent Fiduciary Report and its valuations at the time of the 
Contribution.

Other Considerations Made by the Independent Fiduciary

    19. In the Independent Fiduciary Report, Evercore also considered 
the following factors in determining that the Contribution and the 
Additional Cash Contribution are appropriate and in the interests of 
the Plan:
    (a) Accelerated Contributions. Evercore represents that Aon is not 
required to make any minimum required contributions to the Plan until 
2017. If the exemption is approved, Aon will contribute the Partnership 
Interest to the Plan and also give the Plan an Additional Cash 
Contribution equal to 9.33% of the fair market value of Partnership 
Interest as of the date of such contribution. Absent the Additional 
Cash Contribution, Evercore represents that it would take until July 
2018 for the Plan to receive a similar amount in cash. Based on 
independent third party estimates, Evercore states that private equity 
investments are projected to return 10.2% per year. Also, with the 
Contribution, Evercore represents that the Plan could be earning the 
10.2% projected return and receiving all of the cash distributions. 
Evercore further represents that assuming the Contribution is made at 
the end of 2016 and using the 10.2% projected return, the timing of the 
investment returns could be worth over $5 million.
    (b) Cash Contribution in Lieu of Put Option. Evercore represents 
that the Additional Cash Contribution will be invested to provide 
additional returns to the Plan, whereas the Put Option will be an 
illiquid investment and will only benefit the Plan in the event that 
circumstances compelled to the Plan to exercise the Put Option, 
assuming this was an alternative for the Plan.

Statutory Findings

    20. Aon represents that the proposed exemption is administratively 
feasible because the Contribution will be a one-time transaction that 
will require no ongoing oversight by the Department. Administration of 
the transaction, according to Aon, will not result in any extraordinary 
burden or cost to the Plan.
    In addition, Aon represents that the proposed exemption is in the 
interests of the Plan and its participants and beneficiaries because 
the Plan and its participants and beneficiaries will benefit from the 
substantial, additional funding of the Plan. As described above, if the 
proposed exemption is granted, Aon will contribute the Partnership 
Interest to the Plan and will make the Additional Cash Contribution to 
the Plan. Moreover, Aon will make all remaining capital calls that the 
Fund's General Partner requests after the Partnership Interest is 
contributed to the Plan. According to Aon, the Contribution and the 
Additional Cash Contribution are in excess of the legally required cash 
contribution to the Plan for the 2016 plan year.
    21. Further, Aon represents that the enhanced funding provided by 
the Contribution adds protection to the rights of the participants and 
beneficiaries under the Plan to the timely receipt of benefits. 
Additionally, Aon states that the proposed exemption is conditioned on 
safeguards that will protect the rights of the Plan's participants and 
beneficiaries. These protections, according to Aon, include those that 
are afforded by the Additional Cash Contribution, which will safeguard 
the Plan's participants and beneficiaries in the event the Partnership 
Interest loses value after the Contribution is made, and retain the 
ability of such participants and beneficiaries to benefit from any 
increase in the Partnership Interest's value.

Summary

    22. Given the conditions described above, the Department has 
tentatively determined that the relief sought by Aon satisfies the 
statutory requirements for an exemption under section 408(a) of the 
Act.

Notice to Interested Persons

    The persons who may be interested in the publication in the Federal 
Register of the Notice of Proposed Exemption (the Notice) include the 
following:
    (a) For all currently active employees of Aon, former employees of 
Aon, Aon retirees, and Aon beneficiaries who participate in the Plan, 
who either: (a) Have email access as a part of performing their job 
duties; or (b) have consented to, and enrolled in, electronic delivery 
of benefits information. Aon will send to such interested persons, an 
email containing the Notice; a link to the Supplemental Statement 
(Supplemental Statement), as required pursuant to 29 CFR 2570.43(b)(2), 
which will advise interested persons of their right to comment on and/
or to request a hearing; a link to a summary of the Department's 
proposed exemption (the Summary Statement); and a link to the actual 
proposed exemption, as published in the Federal Register. The email 
system will notify Aon of any delivery failures (i) in the case of 
active employees with an Aon email address, on the day that the emails 
are sent, and (ii) in the case of individuals using an external email 
address, within three (3) calendar days after the emails are sent.
    (b) For active or former employees of Aon, Aon retirees or Aon 
beneficiaries whose email transmission fails. Aon will send the Notice 
by first-class U.S. mail to such interested person's home address. The 
Notice will contain a Web site address where interested persons can 
obtain the Supplemental Statement as required pursuant to 29 CFR 
2570.43(b)(2), which will advise interested persons of their right to 
comment on and/or to request a hearing; the Summary Statement; and a 
copy of the proposed exemption, as published in the Federal Register. 
Such interested persons will also be given instructions explaining how 
they may obtain paper copies of these documents upon request, and at no 
charge. The mailing will be sent: (i) In the case of active employees 
with an Aon email address, within four (4) calendar days, and (ii) in 
the case of interested persons using an external email address, within 
six (6) calendar days, after the failed email transmission.
    (c) For active or former employees of Aon, Aon retirees or Aon 
beneficiaries who participate in the Plan and who do not have email 
access as a part of performing their job or who have not consented to 
electronic delivery of benefits information. Aon will send the Notice 
by first-class U.S. mail to such interested person's home address. The 
Notice will contain a Web site address where such interested persons 
can

[[Page 18018]]

obtain the Supplemental Statement, as required pursuant to 29 CFR 
2570.43(b)(2), which will advise interested persons of their right to 
comment on and/or to request a hearing; the Summary Statement, and a 
copy of the proposed exemption, as published in the Federal Register. 
Interested persons will also be given instructions explaining how to 
obtain paper copies of these documents upon request, and at no charge.
    Aon will provide the Notice to interested persons within fourteen 
(14) calendar days from the date of publication of the proposed 
exemption in the Federal Register in order to provide the Notice in the 
manner described above. All written comments or hearing requests must 
be received by the Department within forty-four (44) calendar days of 
the publication of this proposed exemption in the Federal Register.
    All comments will be made available to the public.
    Warning: Do not include any personally identifiable information 
(such as name, address, or other contact information) or confidential 
business information that you do not want publicly disclosed. All 
comments may be posted on the Internet and can be retrieved by most 
Internet search engines.

General Information

    The attention of interested persons is directed to the following:
    (1) The fact that a transaction is the subject of an exemption 
under section 408(a) of the Act and/or section 4975(c)(2) of the Code 
does not relieve a fiduciary or other party in interest or disqualified 
person from certain other provisions of the Act and/or the Code, 
including any prohibited transaction provisions to which the exemption 
does not apply and the general fiduciary responsibility provisions of 
section 404 of the Act, which, among other things, require a fiduciary 
to discharge his duties respecting the plan solely in the interest of 
the participants and beneficiaries of the plan and in a prudent fashion 
in accordance with section 404(a)(1)(b) of the Act; nor does it affect 
the requirement of section 401(a) of the Code that the plan must 
operate for the exclusive benefit of the employees of the employer 
maintaining the plan and their beneficiaries;
    (2) Before an exemption may be granted under section 408(a) of the 
Act and/or section 4975(c)(2) of the Code, the Department must find 
that the exemption is administratively feasible, in the interests of 
the plan and of its participants and beneficiaries, and protective of 
the rights of participants and beneficiaries of the plan;
    (3) The proposed exemption, if granted, will be supplemental to, 
and not in derogation of, any other provisions of the Act and/or the 
Code, including statutory or administrative exemptions and transitional 
rules. Furthermore, the fact that a transaction is subject to an 
administrative or statutory exemption is not dispositive of whether the 
transaction is in fact a prohibited transaction; and
    (4) The proposed exemption, if granted, will be subject to the 
express condition that the material facts and representations contained 
in each application are true and complete, and that each application 
accurately describes all material terms of the transaction which is the 
subject of the exemption.

    Signed at Washington, DC, this 4th day of April, 2017.
Lyssa E. Hall,
Director, Office of Exemption, Determinations, Employee Benefits 
Security Administration, U.S. Department of Labor.
[FR Doc. 2017-07421 Filed 4-13-17; 8:45 am]
 BILLING CODE 4510-29-P



                                                                                 Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices                                                    18013

                                                to file additional written notifications                  All written comments and requests for               the authority of the Secretary of the
                                                disclosing all changes in membership.                   a hearing (at least three copies) should              Treasury to issue exemptions of the type
                                                  On April 21, 1997, TOG filed its                      be sent to the Employee Benefits                      requested to the Secretary of Labor.
                                                original notification pursuant to Section               Security Administration (EBSA), Office                Therefore, these notices of proposed
                                                6(a) of the Act. The Department of                      of Exemption Determinations, U.S.                     exemption are issued solely by the
                                                Justice published a notice in the Federal               Department of Labor, 200 Constitution                 Department.
                                                Register pursuant to Section 6(b) of the                Avenue NW., Suite 400, Washington,                      The application contains
                                                Act on June 13, 1997 (62 FR 32371).                     DC 20210. Attention: Application No.                  representations with regard to the
                                                  The last notification was filed with                  D–11880. Interested persons are also                  proposed exemption which are
                                                the Department on January 24, 2017. A                   invited to submit comments and/or                     summarized below. Interested persons
                                                notice was published in the Federal                     hearing requests to EBSA via email or                 are referred to the application on file
                                                Register pursuant to Section 6(b) of the                FAX. Any such comments or requests                    with the Department for a complete
                                                Act on February 27, 2017 (82 FR 11943).                 should be sent either by email to:                    statement of the facts and
                                                                                                        moffitt.betty@dol.gov, or by FAX to                   representations.
                                                Patricia A. Brink,
                                                                                                        (202) 693–8474 by the end of the
                                                Director of Civil Enforcement, Antitrust                                                                      Proposed Exemption
                                                                                                        scheduled comment period. The
                                                Division.                                                                                                     Section I. Covered Transactions
                                                                                                        application for exemption and the
                                                [FR Doc. 2017–07590 Filed 4–13–17; 8:45 am]
                                                                                                        comments received will be available for                  If the proposed exemption is granted,
                                                BILLING CODE P                                          public inspection in the Public                       the restrictions of sections 406(a)(1)(A),
                                                                                                        Disclosure Room of the Employee                       406(a)(1)(D), 406(b)(1) and 406(b)(2) of
                                                                                                        Benefits Security Administration, U.S.                the Act and the sanctions resulting from
                                                DEPARTMENT OF LABOR                                     Department of Labor, Room N–1515,                     the application of section 4975 of the
                                                                                                        200 Constitution Avenue NW.,                          Code, by reason of section 4975(c)(1)(A),
                                                Employee Benefits Security                              Washington, DC 20210.                                 (D), and (E) of the Code,2 shall not apply
                                                Administration                                            Warning: All comments will be made                  to the proposed in-kind contribution
                                                [Application No. D–11880]                               available to the public. Do not include               (the Contribution) by Aon Corporation
                                                                                                        any personally identifiable information               (Aon), to the Plan of a 3.5% limited
                                                Notice of Proposed Exemption Aon                        (such as Social Security number, name,                partnership interest (the Partnership
                                                Pension Plan (the Plan) Located in                      address, or other contact information) or             Interest) in the Trident V, L.P. Fund (the
                                                Chicago, Illinois                                       confidential business information that                Fund).
                                                                                                        you do not want publicly disclosed. All
                                                AGENCY: Employee Benefits Security                      comments may be posted on the Internet                Section II. General Conditions
                                                Administration, U.S. Department of                      and can be retrieved by most Internet                    (a) The Independent Fiduciary, as
                                                Labor.                                                  search engines.                                       defined in Section IV(c) of this proposed
                                                ACTION: Notice of proposed exemption.                   FOR FURTHER INFORMATION CONTACT: Mrs.                 exemption, negotiates the terms and
                                                                                                        Blessed Chuksorji-Keefe of the                        conditions of the Contribution, and
                                                SUMMARY:    This document contains a
                                                                                                        Department, telephone (202) 693–8567.                 approves the Contribution as being in
                                                notice of pendency before the
                                                                                                        (This is not a toll-free number.)                     the interest of the Plan;
                                                Department of Labor (the Department) of
                                                                                                        SUPPLEMENTARY INFORMATION:                               (b) The Partnership Interest is
                                                a proposed individual exemption from
                                                                                                                                                              contributed to the Plan by Aon at its
                                                certain prohibited transaction                          Notice to Interested Persons                          current fair market value, as determined
                                                restrictions of the Employee Retirement
                                                                                                          Notice of the proposed exemption                    by the Independent Fiduciary, at the
                                                Income Security Act of 1974 (ERISA or
                                                                                                        will be provided to all interested                    time of the Contribution;
                                                the Act) and/or the Internal Revenue
                                                                                                        persons in the manner agreed upon by                     (c) On a date preceding the
                                                Code of 1986 (the Code). This notice
                                                                                                        the applicant and the Department                      Contribution, Aon makes a cash
                                                includes the following proposed
                                                                                                        within 44 days of the date of publication             contribution to the Plan of $7.5 million
                                                exemption: D–11880, Aon Pension Plan
                                                                                                        in the Federal Register. Such notice                  (the Additional Cash Contribution);
                                                (the Plan).
                                                                                                        shall include a copy of the notice of                    (d) The Plan does not have any
                                                DATES: All interested persons are invited               proposed exemption as published in the                obligation to make future payments with
                                                to submit written comments and/or                       Federal Register and shall inform                     respect to the Partnership Interest;
                                                requests for a hearing on the pending                   interested persons of their right to                     (e) Aon contributes, on behalf of the
                                                exemption, unless otherwise stated in                   comment and to request a hearing                      Plan, cash amounts that are equal to the
                                                the Notice of Proposed Exemption,                       (where appropriate).                                  remaining capital calls that are
                                                within 44 days from the date of                           The proposed exemption was                          requested by the general partner (the
                                                publication of this Federal Register                    requested in an application filed                     General Partner) of the Fund with
                                                Notice.                                                 pursuant to section 408(a) of the Act                 respect to the Partnership Interest;
                                                ADDRESSES:    Comments and requests for                 and/or section 4975(c)(2) of the Code,                   (f) The Plan does not pay any fees,
                                                a hearing should state: (1) The name,                   and in accordance with procedures set                 commissions, costs or other expenses in
                                                address, and telephone number of the                    forth in 29 CFR part 2570, subpart B (76              connection with the either the
                                                person making the comment or request,                   FR 66637, 66644, October 27, 2011).1                  Contribution or the Additional Cash
                                                and (2) the nature of the person’s                      Effective December 31, 1978, section                  Contribution, except for fees that are
sradovich on DSK3GMQ082PROD with NOTICES




                                                interest in the exemption and the                       102 of Reorganization Plan No. 4 of                   paid by the Plan to the Independent
                                                manner in which the person would be                     1978, 5 U.S.C. App. 1 (1996), transferred             Fiduciary; and
                                                adversely affected by the exemption. A
                                                                                                          1 The Department has considered exemption             2 For purposes of this proposed exemption,
                                                request for a hearing must also state the
                                                                                                        applications received prior to December 27, 2011      references to specific provisions of section 406 of
                                                issues to be addressed and include a                    under the exemption procedures set forth in 29 CFR    Title I of the Act, unless otherwise specified, should
                                                general description of the evidence to be               part 2570, subpart B (55 FR 32836, 32847, August      be read to refer as well to the corresponding
                                                presented at the hearing.                               10, 1990).                                            provisions of section 4975 of the Code.



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                                                18014                            Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices

                                                  (g) The terms and conditions of the                   policies of a person other than an                    fixed income investments, 44% to
                                                Contribution and the Additional Cash                    individual.                                           equity investments, 3.9% to real assets
                                                Contribution are no less favorable to the                  (c) The term ‘‘Independent Fiduciary’’             (real estate and commodities), 10.8% to
                                                Plan than those obtainable under similar                means Evercore Trust Company                          hedge funds, 3.9% to private equity and
                                                circumstances when negotiated at arm’s-                 (Evercore), to the extent Evercore is a               1.7% to cash. The Plan’s current target
                                                length with unrelated third parties.                    fiduciary with respect to the Plan that               asset allocation is 30% for fixed income,
                                                                                                        is independent of or unrelated to Aon,                50% for equities, 5% for real assets, 8%
                                                Section III. Independent Fiduciary                      and has the appropriate training,                     for hedge funds, and 7% for private
                                                   (a) The Independent Fiduciary                        experience, and facilities to act on                  equity.5
                                                represents the interests of the Plan for                behalf of the Plan regarding the                         The Plan trustee (the Trustee) is
                                                all purposes with respect to the                        proposed transactions in accordance                   Northern Trust Company of Chicago,
                                                Contribution and the Additional Cash                    with the fiduciary duties and                         Illinois. Investment decisions for the
                                                Contribution;                                           responsibilities prescribed by the Act                Plan are made by the Aon Corporation
                                                   (b) The Independent Fiduciary:                       (including, if necessary, the                         Retirement Plan Governance and
                                                   (1) Reviews, negotiates (if applicable),             responsibility to seek the counsel of                 Investment Committee (the Plan
                                                and approves the terms and conditions                   knowledgeable advisors to assist in its               Committee), which is the named
                                                of the Contribution and the Additional                  compliance with the Act). The                         fiduciary for the Plan. The Plan
                                                Cash Contribution, as evidenced in the                  Independent Fiduciary will not be                     Committee is comprised of senior
                                                Contribution Agreement;                                 deemed to be independent of and                       executives of Aon.
                                                   (2) Determines, in its sole discretion,              unrelated to Aon if: (1) Such                            3. Effective April 1, 2009, the Plan
                                                that the reported value of the                          Independent Fiduciary directly or                     was frozen for future accrual of benefits.
                                                Partnership, as calculated by the                       indirectly controls, is controlled by or is           Employees hired on or after January 1,
                                                General Partner, reflects the fair market               under common control, with Aon; (2)                   2004 are not permitted to participate in
                                                value of the Partnership Interest;                      such Independent Fiduciary directly or                the Plan. According to Aon, it is not
                                                   (3) Determines, at the time of the                   indirectly receives any compensation or               anticipated that the Plan will be
                                                Contribution, that the terms of such                    other consideration in connection with                terminated assuming the proposed
                                                transaction are no less favorable to the                any transaction described in this                     exemption is granted. Instead, Aon
                                                Plan than the terms negotiated at arm’s-                exemption other than for acting as                    states that its de-risking strategy for the
                                                length under similar circumstances                      Independent Fiduciary in connection                   Plan is focused on reducing investment
                                                between unrelated third parties;                        with the transactions described herein,               risk.
                                                   (4) Ensures the Plan incurs no fees,                 provided that the amount or payment of                   As reported in the Plan’s annual
                                                costs or other charges (other than the                  such compensation is not contingent                   funding notice for the plan year ending
                                                fees and expenses of the Independent                    upon, or in any way affected by, the                  December 31, 2015, the funding target
                                                Fiduciary) as a result of the                           Independent Fiduciary’s ultimate                      attainment percentage for the Plan on a
                                                Contribution and the Additional Cash                    decision; and (3) the annual gross                    HAFTA/MAP–21 basis is 100.97%. On
                                                Contribution;                                           revenue received by the Independent                   a non-HAFTA/MAP–21 basis, according
                                                   (5) Acknowledges that the Partnership                Fiduciary from Aon, during any year of                to Aon, the funding target attainment
                                                Interest may not be sold, assigned,                     its engagement, does not exceed one                   percentage for the Plan is 80.68%. Aon
                                                transferred or otherwise disposed of                    percent (1%) of such Independent                      represents that, based on preliminary
                                                without the prior written consent of the                Fiduciary’s annual gross revenue from                 information as of December 12, 2016, it
                                                General Partner of the Fund, which                      all sources (for federal income tax                   will be required to make a $30.5 million
                                                must be given at least 30 days prior to                 purposes) for its prior tax year.                     cash contribution to the Plan for the
                                                such transfer;                                          Summary of Facts and                                  2016 plan year, which will be due in
                                                   (6) Enforces the Plan’s rights and                   Representations 3                                     September 2017.
                                                interests with respect to the terms the
                                                Contribution and the Additional Cash                    The Parties                                           The Partnership Interest
                                                Contribution; and                                          1. Aon, which is located in Chicago,                 4. Among Aon’s assets is an
                                                   (7) Takes all steps that are necessary               Illinois, is the sponsor of the Plan. Aon             approximately 3.5% interest in the
                                                and proper to protect the Plan under the                is a provider of risk management                      Fund, a private equity fund that is
                                                terms of the Contribution Agreement.                    services, insurance and reinsurance                   designed to invest in shares of capital
                                                Section IV. Definitions                                 brokerage, and human resource                         stock, limited partnership interests,
                                                                                                        consulting and outsourcing. As of                     limited liability company interests,
                                                   (a) The term ‘‘Aon’’ means Aon                       December 31, 2015, Aon had total assets               options, bonds, debentures and other
                                                Corporation, and any of its affiliates.                 of approximately $22 billion.                         forms of equity and debt securities. The
                                                   (b) The term ‘‘affiliate’’ means:                       2. The Plan is a defined benefit plan              Fund, which is structured as a limited
                                                   (1) Any person directly or indirectly                maintained by Aon in Chicago, Illinois.               partnership, was formed by Stone Point
                                                through one or more intermediaries,                     As of December 31, 2015, the Plan had                 Capital LLC (Stone Point), a private
                                                controlling, controlled by, or under                    approximately 33,016 participants and                 equity investment manager and an
                                                common control with the person;                         beneficiaries.4 Also on that date, the                unrelated party with respect to the Plan.
                                                   (2) Any officer, director, employee,                 Plan had $1.952 billion in assets. The                Stone Point is the General Partner of the
                                                relative, or partner in any such person;                Plan’s assets were allocated 35.7% to                 Fund and an unrelated party. Stone
sradovich on DSK3GMQ082PROD with NOTICES




                                                or
                                                   (3) Any corporation or partnership of                  3 The Summary of Facts and Representations is          5 Aon represents that following the Contribution,
                                                which such person is an officer,                        based on Aon’s representations, unless indicated      the 7% target allocation for private equity
                                                director, partner, or employee.                         otherwise.                                            investments will not be exceeded. Aon also
                                                                                                          4 Although these are the most recent financial      represents that if the Plan is over this target
                                                   For the purposes of clause (b)(1)
                                                                                                        statements available for the Plan, Aon represents     allocation, it will amend the Plan’s Statement of
                                                above, the term ‘‘control’’ means the                   that as of September 30, 2016, the Plan had total     Investment Policy. However, if the Plan is within
                                                power to exercise a controlling                         assets of $2.015 million based on reports retained    1% of the target allocation, Aon explains that this
                                                influence over the management or                        by the Trustee.                                       would be well within an acceptable range.



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                                                                                 Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices                                           18015

                                                Point makes private equity investments                  million.6 According to Aon, the                       the Fund, tend to generate cash
                                                in businesses within the financial                      Additional Cash Contribution represents               distributions at a much higher rate.
                                                services industry in the United States,                 an amount in excess of the aggregate                  According to Aon, the Fund completed
                                                the United Kingdom, Western Europe                      value of: (a) A Put Option that would                 its investment period on June 30, 2014.
                                                and Bermuda.                                            provide the Plan with the right to sell               Although remaining capital
                                                   5. In May 2010, Aon acquired the                     the Partnership Interest back to Aon at               commitments may be called, no new
                                                Partnership Interest in the Fund by                     the fair market value of such                         investments in new portfolio companies
                                                making a capital commitment to the                      Partnership Interest as of the date of the            have been or will be made. Also,
                                                General Partner to contribute $75                       Contribution; and (b) a Guaranteed                    because most of the full capital
                                                million during the life of the Fund. The                Investment Return of 6% for the life of               commitment of the Fund has been
                                                capital commitment represented 3.65%                    the Fund, based on the value of the                   invested, Aon represents that the Fund
                                                of the Fund’s total capital commitments                 Partnership Interest, and adjusted for                has already started making distributions
                                                of $2 billion. As of December 31, 2015,                 distributions.                                        to limited partners. Therefore, according
                                                $78.4 million of capital had been called                  Taken together, Aon represents that                 to Aon, the Partnership Interest will
                                                from Aon to the Fund, and $11.3                         the estimated aggregate value of the                  likely generate a significant cash flow to
                                                million had been returned by the Fund                   Contribution ($79.2 million) and the                  the Plan.
                                                to Aon.                                                 Additional Cash Contribution ($7.5                    Legal Analysis
                                                   The Partnership Interest is non-voting               million) is $86.7 million. Aon
                                                and it generally does not provide for a                 represents that this amount is in excess                 11. The proposed Contribution by
                                                limited partner’s participation in the                  of Aon’s funding obligation to the Plan.              Aon of the Partnership Interest to the
                                                                                                                                                              Plan would violate several provisions of
                                                management of the Fund. However, in                     Aon’s Other Obligations                               the Act. In this regard, section
                                                certain circumstances set forth in the
                                                                                                           8. Besides making the Contribution                 406(a)(1)(A) of the Act provides that a
                                                Fund’s Partnership Agreement (e.g.,
                                                                                                        and the Additional Cash Contribution to               fiduciary with respect to a plan shall not
                                                misconduct by the General Partner), a
                                                                                                        the Plan, Aon is also solely responsible              cause the plan to engage in a transaction
                                                limited partner may vote for the
                                                                                                        for: (a) Determining the proper                       if the fiduciary knows or should know
                                                election, removal or replacement of the
                                                                                                        treatment of the Partnership Interest                 that such transaction constitutes a direct
                                                Fund’s General Partner.
                                                                                                        with respect to distributions, or other               or indirect sale or exchange of any
                                                Contribution of Partnership Interest to                 payments, or any proceeds received                    property between the plan and a party
                                                Plan                                                    from any redemption or conversion                     in interest. Section 406(a)(1)(D) of the
                                                                                                        thereof for tax or financial accounting               Act provides that a fiduciary with
                                                  6. Aon is requesting an administrative
                                                                                                        purposes; (b) any and all regulatory                  respect to a plan shall not cause a plan
                                                exemption from the Department in order
                                                                                                        reporting or filings required in                      to engage in a transaction if the
                                                to contribute the Partnership Interest to
                                                                                                        connection with or as a result of the                 fiduciary knows or has reason to know
                                                the Plan. Aon represents that the
                                                                                                        Contribution or the Plan’s ownership or               that such transaction constitutes a direct
                                                proposed contribution is permitted by
                                                                                                        disposition of the Partnership Interest;              or indirect transfer to, or use by or for
                                                the Plan’s Statement of Investment                                                                            the benefit of, a party in interest, of any
                                                Policy. By its terms, the Partnership                   and (c) any transfer agency or similar
                                                                                                        fees or expenses relating to the issuance             assets of a plan.
                                                Interest will not be transferred to the                                                                          In addition, section 406(b)(1) of the
                                                Plan without the full, written consent of               or transfer of the Partnership Interest.
                                                                                                                                                              Act prohibits a fiduciary with respect to
                                                Stone Point, which Aon will provide to                  Rationale for Exemptive Relief                        a plan from dealing with the assets of
                                                the Department prior to any final                                                                             the plan in such fiduciary’s own interest
                                                determination by the Department to                        9. Aon represents that the proposed
                                                                                                        Contribution will allow Aon to enhance                or for such fiduciary’s own account.
                                                grant this exemption. In addition, the                                                                        Further, section 406(b)(2) of the Act
                                                Plan will not have any obligation to                    the funding to the Plan. In addition,
                                                                                                        Aon represents that the proposed                      prohibits a fiduciary from acting in such
                                                make future payments with respect to                                                                          fiduciary’s individual or other capacity
                                                the Partnership Interest. Further, Aon                  Contribution will bring the Plan’s
                                                                                                        investment portfolio closer in line with              in any transaction involving the plan on
                                                must contribute to the Plan amounts                                                                           behalf of a party (or representing a
                                                equal to any remaining capital calls that               the asset allocation guidelines contained
                                                                                                        in the Plan’s Statement of Investment                 party) whose interests are adverse to the
                                                the General Partner of the Fund may                                                                           interests of the plan, or the interests of
                                                require following the Contribution.                     Policy. In this regard, Aon states that the
                                                                                                        proposed Contribution will enhance the                the plan participants and beneficiaries.
                                                  If consummated, the Contribution will                                                                          The term ‘‘party in interest’’ is
                                                be a one-time transaction. The Plan will                diversity of the Plan’s investment
                                                                                                        portfolio and align the Plan’s portfolio              defined in section 3(14)(A) and (C) of
                                                pay no fees, commissions, or other                                                                            the Act to include a fiduciary with
                                                expenses in connection with the                         with the asset allocation strategy
                                                                                                        described in the Statement of                         respect to a plan, and an employer, any
                                                Contribution), with the exception of the                                                                      of whose employees are covered by such
                                                fees that are charged by the Independent                Investment Policy.
                                                                                                          10. Aon further represents that the                 plan. As fiduciaries to the Plan, the
                                                Fiduciary. Immediately following the                                                                          Trustee and the Plan Committee are
                                                Contribution, the aggregate fair market                 Contribution will enhance the Plan’s
                                                                                                        cash flow because of the maturity of the              parties in interest under section 3(14)(A)
                                                value of the Partnership Interest                                                                             of the Act. As an employer whose
                                                (approximately $79.2 million, as                        underlying Fund. Aon states that funds
                                                                                                        that are nearly fully committed, such as              employees are covered under the Plan,
                                                described below) will represent
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                                                                              Aon is a party in interest under section
                                                approximately four (4%) of the Plan’s                     6 Initially, Aon proposed to make an Additional     3(14)(C) of the Act.
                                                assets, based on a valuation as of                      Cash Contribution to the Plan of $7.4 million,           12. Under Department Regulation
                                                December 31, 2015.                                      which was consistent with the conclusions reached     2509.94–3, an in-kind contribution of
                                                                                                        by Evercore, the Independent Fiduciary for the Plan   property to a defined benefit pension
                                                Additional Cash Contribution to Plan                    in the Independent Fiduciary Report (see
                                                                                                        Representation 18). Aon subsequently decided to
                                                                                                                                                              plan by a plan sponsor is a prohibited
                                                  7. On December 29, 2016, Aon made                     increase the Additional Cash Contribution to $7.5     transaction under section 406(a)(1)(A) of
                                                a cash contribution to the Plan of $7.5                 million.                                              the Act because it would constitute a


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                                                18016                            Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices

                                                transfer that would reduce the                          that it is: (a) Independent of and                    and (g) take all steps that are necessary
                                                obligation of the sponsor or employer to                unrelated to Aon, and (b) appointed to                and proper to protect the Plan under the
                                                fund the plan. In effect, the Contribution              act pursuant to an Independent                        terms of the Contribution Agreement.
                                                would be treated as a prohibited ‘‘sale                 Fiduciary Agreement dated November                       15. As Independent Fiduciary,
                                                or exchange’’ between a party in interest               16, 2015. Evercore also represents that               Evercore represents that it conducted a
                                                and a plan because it would discharge                   it does not directly or indirectly control,           comprehensive due diligence process to
                                                the sponsor’s legal obligation to make an               is not controlled by, and is not under                evaluate the terms of the Contribution.
                                                annual cash contribution to the plan.                   common control with the Applicant and                 Evercore states that this process
                                                   In addition, because the Plan                        has warranted that neither it, nor any of             involved: (a) Reviewing the Fund’s
                                                Committee is a fiduciary with respect to                its officers, directors, or employees is an           audited financial statements and other
                                                the Plan, the Contribution would violate                officer, director, partner or employee of             information concerning the valuation of
                                                section 406(b)(1) of the Act. Moreover,                 Aon (or a relative of such person). In                the Partnership Interest; (b) conducting
                                                the Contribution would violate section                  addition, Evercore asserts that it will not           numerous calls with Aon’s personnel;
                                                406(b)(2) of the Act inasmuch as the                    directly or indirectly receive any                    and (c) holding meetings with
                                                Plan Committee, as a Plan fiduciary,                    compensation or other consideration                   professionals from Evercore Partners,
                                                would be acting on be acting on behalf                  from Aon in connection with the                       Inc. with respect to: (i) Secondary
                                                of Aon, whose interests are adverse to                  proposed transaction. In this regard,                 private equity markets; and (ii) the
                                                the interests of the Plan. Accordingly,                 Evercore represents that the fees and                 investment performance of the General
                                                Aon has requested exemptive relief from                 expenses it has received or will receive              Partner. In addition, Evercore represents
                                                the foregoing violations.                               for its services will be paid by the Plan,            that it gathered and reviewed publicly-
                                                                                                        and that its compensation will not be                 available information.
                                                The Independent Fiduciary                                                                                        16. In valuing the Partnership Interest,
                                                                                                        contingent upon, or in any way affected
                                                   13. Evercore, the Independent                        by, the decisions or determinations it                Evercore represents that there was no
                                                Fiduciary for the Plan, is a national trust             will make with respect to the value of                detailed, portfolio-level information
                                                bank chartered by the Office of the U.S.                the Partnership Interest, and the                     available that could be used to perform
                                                Comptroller of the Currency. In an                      Additional Cash Contribution.                         portfolio-level valuation. Instead,
                                                engagement letter dated November 5,                        In addition, Evercore represents that              Evercore represents that it used the
                                                2015 (the Engagement Letter), Evercore                  the fees it received from the Plan during             audited financial statements for the
                                                represents that it was appointed by the                 2015, as well as the fees it has received             Fund as of December 31, 2015 to
                                                Plan Committee to: (a) Determine                        from the Plan during 2016, will                       provide a fair value estimate of the
                                                whether the proposed Contribution is in                 represented less than one (1%) percent                Partnership Interest, in its Independent
                                                the interest of the Plan and its                        of its gross annual revenues. Further,                Fiduciary Report dated May 16, 2016.
                                                participants and beneficiaries, including               Evercore states that it has not received              Evercore states that the fair value
                                                the terms of the Contribution Agreement                 any compensation from Aon or its                      estimate could be adjusted for such
                                                and other instruments which Evercore                    affiliates during these years.                        factors as the track record and
                                                and its legal counsel deem necessary to                    14. In its role as Independent                     assessment of the General Partner/
                                                proceed with the proposed transaction;                  Fiduciary for the Plan, Evercore must:                manager, the stage of the Fund, and the
                                                (b) determine whether the terms of the                  (a) Review, negotiate (to the extent                  size of the Partnership Interest, in order
                                                proposed transaction between Aon and                    applicable), and approve the terms and                to determine the fair market value of
                                                the Plan are no less favorable to the Plan              conditions of the Contribution and the                such Partnership Interest. Based on
                                                than terms negotiated at arm’s-length                   Additional Cash Contribution, as                      these assessments, Evercore represents
                                                under similar circumstances between                     evidenced in the Contribution                         that it applied a discount of 2.5% to its
                                                unrelated third parties; (c) determine                  Agreement; (b) determine, in its sole                 initial valuation of the Partnership
                                                the fair market value of the Partnership                discretion, based primarily on its review             Interest of $81.2 million. Based on this
                                                Interest; (d) determine whether the                     of the Fund’s audited financials and                  discount, Evercore concluded that the
                                                Additional Cash Contribution, equal to                  other qualitative and quantitative                    fair market value of the Partnership
                                                9.33% of the fair market value of the                   information provided by Aon, that the                 Interest was $79.2 million as of
                                                Partnership Interest as of the date of the              reported value of the Partnership, as                 December 31, 2015. Evercore will
                                                Contribution, is greater in amount than                 calculated by the General Partner,                    update the fair market value of the
                                                the aggregate value of the Put Option                   reflects the fair market value of the                 Partnership Interest at the time of the
                                                and the Guaranteed Investment Return;                   Partnership Interest; (c) determine, at               Contribution.
                                                (e) determine whether the Plan should                   the time of the Contribution, that the                   17. In addition, Evercore represents
                                                enter into the proposed transaction in                  terms of such transaction are no less                 that it evaluated Aon’s analysis of the
                                                accordance with the terms of the                        favorable to the Plan than the terms                  Put Option and the Guaranteed
                                                proposed exemption, if granted; and (f)                 negotiated at arm’s-length under similar              Investment Return, as if these options
                                                report its initial and final                            circumstances between unrelated third                 were being provided to the Plan.
                                                determinations in a written report (the                 parties; (d) ensure the Plan incurs no                Evercore explains that Aon had valued
                                                Independent Fiduciary Report) to the                    fees, costs or other charges (other than              the Put Option and Guaranteed
                                                named Plan Fiduciary, suitable for                      the Independent Fiduciary fees and                    Investment Return, using methodologies
                                                submission to the Department in                         expenses it receives as a result of the               that were based on a Monte Carlo
                                                connection with the subject exemption                   Contribution; (e) acknowledge that the                simulation and a Black Scholes
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                                                request. Also, in the Engagement Letter,                Partnership Interest may not be sold,                 valuation model.7 Under these valuation
                                                William E. Ryan III, Managing Director                  assigned, transferred or otherwise
                                                and Chief Fiduciary Officer of Evercore,                disposed of without the prior written                   7 It is represented that the Monte Carlo

                                                agreed to undertake the duties and                      consent of the General Partner of the                 methodology simulates over one thousand different
                                                responsibilities of the Independent                     Fund, which must be given at least 30                 investment return scenarios for the private equity
                                                                                                                                                              fund. Using these different investment return
                                                Fiduciary.                                              days prior to such transfer; (f) enforce              scenarios, a value for the put option and the
                                                   In the Independent Fiduciary Report,                 the Plan’s rights and interests with                  guaranteed investment return was calculated. It is
                                                dated May 16, 2016, Evercore represents                 respect to the terms the Contribution;                also represented that the Black Scholes



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                                                                                  Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices                                          18017

                                                approaches, Evercore represents that                     Additional Cash Contribution will be                 Notice to Interested Persons
                                                Aon’s combined range of values as of                     invested to provide additional returns to               The persons who may be interested in
                                                December 31, 2015 was $4.04–$4.17                        the Plan, whereas the Put Option will be             the publication in the Federal Register
                                                million for the Put Option and $6.82–                    an illiquid investment and will only                 of the Notice of Proposed Exemption
                                                $6.95 million for the Guaranteed                         benefit the Plan in the event that                   (the Notice) include the following:
                                                Investment Return. In Evercore’s                         circumstances compelled to the Plan to                  (a) For all currently active employees
                                                assessment, the range of values for the                  exercise the Put Option, assuming this               of Aon, former employees of Aon, Aon
                                                Put Option and the Guaranteed                            was an alternative for the Plan.                     retirees, and Aon beneficiaries who
                                                Investment Return was $4.0–$6.9                                                                               participate in the Plan, who either: (a)
                                                million as of December 31, 2015.                         Statutory Findings
                                                                                                                                                              Have email access as a part of
                                                  18. Accordingly, Evercore concluded                                                                         performing their job duties; or (b) have
                                                that, as of December 31, 2015, 9.33% of                     20. Aon represents that the proposed
                                                                                                         exemption is administratively feasible               consented to, and enrolled in, electronic
                                                the $79.2 million fair market value of
                                                                                                         because the Contribution will be a one-              delivery of benefits information. Aon
                                                the Partnership Interest, or
                                                                                                         time transaction that will require no                will send to such interested persons, an
                                                approximately $7.4 million, was greater
                                                                                                         ongoing oversight by the Department.                 email containing the Notice; a link to
                                                than the aggregate fair market value of
                                                                                                         Administration of the transaction,                   the Supplemental Statement
                                                the Put Option and the Guaranteed
                                                                                                         according to Aon, will not result in any             (Supplemental Statement), as required
                                                Investment Return, less fees, costs, or
                                                                                                         extraordinary burden or cost to the Plan.            pursuant to 29 CFR 2570.43(b)(2), which
                                                other charges incurred by the Plan as a
                                                                                                                                                              will advise interested persons of their
                                                result of the proposed transaction.                         In addition, Aon represents that the              right to comment on and/or to request
                                                Evercore will update the Independent                     proposed exemption is in the interests               a hearing; a link to a summary of the
                                                Fiduciary Report and its valuations at                   of the Plan and its participants and                 Department’s proposed exemption (the
                                                the time of the Contribution.                            beneficiaries because the Plan and its               Summary Statement); and a link to the
                                                Other Considerations Made by the                         participants and beneficiaries will                  actual proposed exemption, as
                                                Independent Fiduciary                                    benefit from the substantial, additional             published in the Federal Register. The
                                                                                                         funding of the Plan. As described above,             email system will notify Aon of any
                                                  19. In the Independent Fiduciary                       if the proposed exemption is granted,
                                                Report, Evercore also considered the                                                                          delivery failures (i) in the case of active
                                                                                                         Aon will contribute the Partnership                  employees with an Aon email address,
                                                following factors in determining that the
                                                                                                         Interest to the Plan and will make the               on the day that the emails are sent, and
                                                Contribution and the Additional Cash
                                                                                                         Additional Cash Contribution to the                  (ii) in the case of individuals using an
                                                Contribution are appropriate and in the
                                                                                                         Plan. Moreover, Aon will make all                    external email address, within three (3)
                                                interests of the Plan:
                                                  (a) Accelerated Contributions.                         remaining capital calls that the Fund’s              calendar days after the emails are sent.
                                                Evercore represents that Aon is not                      General Partner requests after the                      (b) For active or former employees of
                                                required to make any minimum                             Partnership Interest is contributed to the           Aon, Aon retirees or Aon beneficiaries
                                                required contributions to the Plan until                 Plan. According to Aon, the                          whose email transmission fails. Aon will
                                                2017. If the exemption is approved, Aon                  Contribution and the Additional Cash                 send the Notice by first-class U.S. mail
                                                will contribute the Partnership Interest                 Contribution are in excess of the legally            to such interested person’s home
                                                to the Plan and also give the Plan an                    required cash contribution to the Plan               address. The Notice will contain a Web
                                                Additional Cash Contribution equal to                    for the 2016 plan year.                              site address where interested persons
                                                9.33% of the fair market value of                           21. Further, Aon represents that the              can obtain the Supplemental Statement
                                                Partnership Interest as of the date of                   enhanced funding provided by the                     as required pursuant to 29 CFR
                                                such contribution. Absent the                            Contribution adds protection to the                  2570.43(b)(2), which will advise
                                                Additional Cash Contribution, Evercore                   rights of the participants and                       interested persons of their right to
                                                represents that it would take until July                 beneficiaries under the Plan to the                  comment on and/or to request a hearing;
                                                2018 for the Plan to receive a similar                                                                        the Summary Statement; and a copy of
                                                                                                         timely receipt of benefits. Additionally,
                                                amount in cash. Based on independent                                                                          the proposed exemption, as published
                                                                                                         Aon states that the proposed exemption
                                                third party estimates, Evercore states                                                                        in the Federal Register. Such interested
                                                                                                         is conditioned on safeguards that will
                                                that private equity investments are                                                                           persons will also be given instructions
                                                                                                         protect the rights of the Plan’s
                                                projected to return 10.2% per year.                                                                           explaining how they may obtain paper
                                                                                                         participants and beneficiaries. These
                                                Also, with the Contribution, Evercore                                                                         copies of these documents upon request,
                                                                                                         protections, according to Aon, include
                                                represents that the Plan could be                                                                             and at no charge. The mailing will be
                                                                                                         those that are afforded by the Additional
                                                earning the 10.2% projected return and                                                                        sent: (i) In the case of active employees
                                                                                                         Cash Contribution, which will safeguard
                                                receiving all of the cash distributions.                                                                      with an Aon email address, within four
                                                                                                         the Plan’s participants and beneficiaries
                                                Evercore further represents that                                                                              (4) calendar days, and (ii) in the case of
                                                                                                         in the event the Partnership Interest                interested persons using an external
                                                assuming the Contribution is made at                     loses value after the Contribution is
                                                the end of 2016 and using the 10.2%                                                                           email address, within six (6) calendar
                                                                                                         made, and retain the ability of such                 days, after the failed email transmission.
                                                projected return, the timing of the                      participants and beneficiaries to benefit
                                                investment returns could be worth over                                                                           (c) For active or former employees of
                                                                                                         from any increase in the Partnership                 Aon, Aon retirees or Aon beneficiaries
                                                $5 million.                                              Interest’s value.
                                                  (b) Cash Contribution in Lieu of Put                                                                        who participate in the Plan and who do
                                                                                                                                                              not have email access as a part of
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                                                Option. Evercore represents that the                     Summary
                                                                                                                                                              performing their job or who have not
                                                methodology is a model of price variations over            22. Given the conditions described                 consented to electronic delivery of
                                                time of financial instruments that is commonly           above, the Department has tentatively                benefits information. Aon will send the
                                                used to determine the price of put and call options.     determined that the relief sought by Aon             Notice by first-class U.S. mail to such
                                                The model incorporates the volatility of the
                                                financial instrument, the time value of money using
                                                                                                         satisfies the statutory requirements for             interested person’s home address. The
                                                the risk free rate, the option’s strike price, and the   an exemption under section 408(a) of                 Notice will contain a Web site address
                                                time to the option’s expiry.                             the Act.                                             where such interested persons can


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                                                18018                            Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices

                                                obtain the Supplemental Statement, as                   protective of the rights of participants              for Docket ID NRC–2017–0068. Address
                                                required pursuant to 29 CFR                             and beneficiaries of the plan;                        questions about NRC dockets to Carol
                                                2570.43(b)(2), which will advise                           (3) The proposed exemption, if                     Gallagher; telephone: 301–415–3463;
                                                interested persons of their right to                    granted, will be supplemental to, and                 email: Carol.Gallagher@nrc.gov. For
                                                comment on and/or to request a hearing;                 not in derogation of, any other                       technical questions, contact the
                                                the Summary Statement, and a copy of                    provisions of the Act and/or the Code,                individual listed in the FOR FURTHER
                                                the proposed exemption, as published                    including statutory or administrative                 INFORMATION CONTACT section of this
                                                in the Federal Register. Interested                     exemptions and transitional rules.                    document.
                                                persons will also be given instructions                 Furthermore, the fact that a transaction                • Mail comments to: Cindy Bladey,
                                                explaining how to obtain paper copies                   is subject to an administrative or                    Office of Administration, Mail Stop:
                                                of these documents upon request, and at                 statutory exemption is not dispositive of             OWFN–12–H08, U.S. Nuclear
                                                no charge.                                              whether the transaction is in fact a                  Regulatory Commission, Washington,
                                                  Aon will provide the Notice to                        prohibited transaction; and                           DC 20555–0001.
                                                interested persons within fourteen (14)                    (4) The proposed exemption, if                       For additional direction on obtaining
                                                calendar days from the date of                          granted, will be subject to the express               information and submitting comments,
                                                publication of the proposed exemption                   condition that the material facts and                 see ‘‘Obtaining Information and
                                                in the Federal Register in order to                     representations contained in each                     Submitting Comments’’ in the
                                                provide the Notice in the manner                        application are true and complete, and                SUPPLEMENTARY INFORMATION section of
                                                described above. All written comments                   that each application accurately                      this document.
                                                or hearing requests must be received by                 describes all material terms of the
                                                                                                                                                              FOR FURTHER INFORMATION CONTACT:
                                                the Department within forty-four (44)                   transaction which is the subject of the
                                                calendar days of the publication of this                                                                      David Muller, Office of Nuclear Reactor
                                                                                                        exemption.
                                                proposed exemption in the Federal                                                                             Regulation, U.S. Nuclear Regulatory
                                                                                                          Signed at Washington, DC, this 4th day of           Commission, Washington, DC 20555–
                                                Register.                                               April, 2017.
                                                  All comments will be made available                                                                         0001; telephone: 301–415–1412, email:
                                                                                                        Lyssa E. Hall,                                        David.Muller@nrc.gov.
                                                to the public.
                                                  Warning: Do not include any                           Director, Office of Exemption,                        SUPPLEMENTARY INFORMATION:
                                                personally identifiable information                     Determinations, Employee Benefits Security
                                                                                                        Administration, U.S. Department of Labor.             I. Obtaining Information and
                                                (such as name, address, or other contact
                                                                                                        [FR Doc. 2017–07421 Filed 4–13–17; 8:45 am]           Submitting Comments
                                                information) or confidential business
                                                information that you do not want                        BILLING CODE 4510–29–P
                                                                                                                                                              A. Obtaining Information
                                                publicly disclosed. All comments may
                                                                                                                                                                 Please refer to Docket ID NRC–2017–
                                                be posted on the Internet and can be
                                                                                                        NUCLEAR REGULATORY                                    0068 when contacting the NRC about
                                                retrieved by most Internet search
                                                                                                        COMMISSION                                            the availability of information for this
                                                engines.
                                                                                                                                                              action. You may obtain publicly-
                                                General Information                                     [NRC–2017–0068]                                       available information related to this
                                                   The attention of interested persons is                                                                     action by any of the following methods:
                                                                                                        Knowledge and Abilities Catalog for
                                                directed to the following:                                                                                       • Federal Rulemaking Web site: Go to
                                                                                                        Nuclear Power Plant Operators:
                                                   (1) The fact that a transaction is the                                                                     http://www.regulations.gov and search
                                                                                                        Pressurized Water Reactors;
                                                subject of an exemption under section                                                                         for Docket ID NRC–2017–0068.
                                                                                                        Knowledge and Abilities Catalog for
                                                408(a) of the Act and/or section                                                                                 • NRC’s Agencywide Documents
                                                                                                        Nuclear Power Plant Operators:
                                                4975(c)(2) of the Code does not relieve                                                                       Access and Management System
                                                                                                        Boiling Water Reactors
                                                a fiduciary or other party in interest or                                                                     (ADAMS): You may obtain publicly-
                                                disqualified person from certain other                  AGENCY: Nuclear Regulatory                            available documents online in the
                                                provisions of the Act and/or the Code,                  Commission.                                           ADAMS Public Documents collection at
                                                including any prohibited transaction                    ACTION: Draft NUREGs; request for                     http://www.nrc.gov/reading-rm/
                                                provisions to which the exemption does                  comment.                                              adams.html. To begin the search, select
                                                not apply and the general fiduciary                                                                           ‘‘ADAMS Public Documents’’ and then
                                                responsibility provisions of section 404                SUMMARY:   The U.S. Nuclear Regulatory                select ‘‘Begin Web-based ADAMS
                                                of the Act, which, among other things,                  Commission (NRC) is issuing for public                Search.’’ For problems with ADAMS,
                                                require a fiduciary to discharge his                    comment drafts of NUREG–1122,                         please contact the NRC’s Public
                                                duties respecting the plan solely in the                Revision 3, ‘‘Knowledge and Abilities                 Document Room (PDR) reference staff at
                                                interest of the participants and                        Catalog for Nuclear Power Plant                       1–800–397–4209, 301–415–4737, or by
                                                beneficiaries of the plan and in a                      Operators: Pressurized Water Reactors;’’              email to pdr.resource@nrc.gov. The
                                                prudent fashion in accordance with                      and NUREG–1123, Revision 3,                           ADAMS accession number for each
                                                section 404(a)(1)(b) of the Act; nor does               ‘‘Knowledge and Abilities Catalog for                 document referenced (if it is available in
                                                it affect the requirement of section                    Nuclear Power Plant Operators: Boiling                ADAMS) is provided the first time that
                                                401(a) of the Code that the plan must                   Water Reactors.’’                                     it is mentioned in the SUPPLEMENTARY
                                                operate for the exclusive benefit of the                DATES: Submit comments by May 15,                     INFORMATION section. The draft NUREGs
                                                employees of the employer maintaining                   2017. Comments received after this date               are available in ADAMS under
                                                                                                        will be considered if it is practical to do           Accession Nos. ML17097A204 and
sradovich on DSK3GMQ082PROD with NOTICES




                                                the plan and their beneficiaries;
                                                   (2) Before an exemption may be                       so, but the NRC staff is able to ensure               ML17097A214, respectively. The draft
                                                granted under section 408(a) of the Act                 consideration only for comments                       NUREGs will also be accessible through
                                                and/or section 4975(c)(2) of the Code,                  received on or before this date.                      the NRC’s Public Site under draft
                                                the Department must find that the                       ADDRESSES: You may submit comments                    NUREGs for comment.
                                                exemption is administratively feasible,                 by any of the following methods:                         • NRC’s PDR: You may examine and
                                                in the interests of the plan and of its                    • Federal Rulemaking Web site: Go to               purchase copies of public documents at
                                                participants and beneficiaries, and                     http://www.regulations.gov and search                 the NRC’s PDR, O1–F21, One White


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Document Created: 2017-04-14 00:56:40
Document Modified: 2017-04-14 00:56:40
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice of proposed exemption.
DatesAll interested persons are invited to submit written comments and/or requests for a hearing on the pending exemption, unless otherwise stated in the Notice of Proposed Exemption, within 44 days from the date of publication of this Federal Register Notice.
ContactMrs. Blessed Chuksorji-Keefe of the Department, telephone (202) 693-8567. (This is not a toll-free number.)
FR Citation82 FR 18013 

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