[Federal Register Volume 87, Number 170 (Friday, September 2, 2022)]
[Notices]
[Pages 54264-54269]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-19000]


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DEPARTMENT OF LABOR

Employee Benefits Security Administration

[Prohibited Transaction Exemption 2022-03; Exemption Application No. L-
12021]


Exemption From Certain Prohibited Transaction Restrictions 
Involving Comcast Corporation (Comcast or the Applicant) Located in 
Philadelphia, PA

AGENCY: Employee Benefits Security Administration, Labor.

ACTION: Notice of exemption.

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SUMMARY: This document contains a notice of exemption issued by the 
Department of Labor (the Department) from certain of the 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). Under the exemption, the Comcast Corporation Comprehensive 
Health and Welfare Benefit Plan (the Plan) will enter into an insurance 
contract with an unrelated A-rated insurance company (the Fronting 
Insurer) that will, in turn, enter into a reinsurance contract with One 
Belmont Insurance Company (One Belmont), an affiliate of Comcast (the 
Reinsurance Arrangement). Under the Reinsurance Arrangement, One 
Belmont will reinsure the Plan's risks.

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

SUPPLEMENTARY INFORMATION: On September 20, 2021, the Department 
published a notice of proposed exemption in the Federal Register at 86 
FR 52217, permitting: (1) the reinsurance of risks; and (2) the receipt 
of premiums by One Belmont in connection with insurance contracts sold 
by Prudential Insurance Company (Prudential), or any successor Fronting 
Insurer, to provide group term life insurance benefits to participants 
in the life insurance component (the Life Insurance Component) of the 
Plan.
    This exemption provides only the relief specified in the text of 
the exemption. It provides no relief from violations of any law other 
the prohibited transaction provisions of ERISA expressly stated herein.
    The Department makes the requisite findings under ERISA Section 
408(a) based on adherence to all of the conditions of the exemption. 
Accordingly, affected parties should be aware that the conditions 
incorporated in this exemption are, taken as a whole, necessary for the 
Department to grant the relief requested by the Applicant. Absent these 
or similar conditions, the Department would not have granted this 
exemption.
    The Applicant requested an individual exemption pursuant to ERISA 
section 408(a) in accordance with the procedures set forth in 29 CFR 
part 2570, subpart B (76 FR 66637, 66644, October 27, 2011).

Written Comments

    In the proposed exemption, the Department invited all interested 
persons to submit written comments and/or requests for a public hearing 
with respect to the notice of proposed exemption. All comments and 
requests for a hearing were due to the Department by November 4, 2021. 
The Department received one written comment from the Applicant,\1\ 
discussed below, and three written comments from members of the public. 
Two of the public commenters were against the proposed exemption and 
shared the same general concern that the exemption would allow Comcast 
to own or control the entities that provide healthcare services to its 
employees.\2\ The other public commenter expressed a view that was 
unrelated to the substance of the proposed exemption. The Department 
did not receive any requests for a public hearing from any of the 
commenters.
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    \1\ At the Department's request, the Applicant submitted an 
additional written submission clarifying its comment letter.
    \2\ The Department notes that Prudential, the ``fronting'' 
insurer, is unrelated to Comcast and its affiliates. The Department 
has clarified section III(l) of this exemption to expressly provide 
that, consistent with the Department's intent, each ``fronting'' 
insurer may not be owned or controlled, in whole or in part, by 
Comcast.
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Comments From the Applicant

I. Reinsurance Benefit

    The Applicant notes that footnote 16 of the Summary of Facts and 
Representations states: ``According to the Applicants, Prudential has 
agreed to reduce the Plan's basic life insurance premiums by $375,000 
in return for transferring the Plan's basic life insurance risks to One 
Belmont. The result is a cost savings to Comcast since Comcast pays 
100% of these premiums.''
    The Applicant now represents, however, that, upon further review, 
the Reinsurance Arrangement will not result in Prudential reducing the 
premium amounts charged to Comcast for the Life Insurance Component. 
Those premium amounts are expected to remain the same. The current 
rates are guaranteed through December 31, 2023, as part of a three-year 
guarantee period. The Plan has negotiated three-year guarantee periods 
for several years.
    Department's Note: Although Comcast will not save $375,000 per year 
in Plan premium payments, as originally expected, Comcast now expects 
One Belmont will instead receive approximately $375,000 in additional 
earned income per year from the captive arrangement. Under the terms of 
the exemption, the net result is the same: Plan participants must 
receive all the financial benefits that Comcast derives from the 
arrangement. This includes, as described in Section III(a) of the 
exemption, any premium savings to Comcast from the captive reinsurance 
arrangement, as well as any additional earned income to One Belmont 
from the arrangement.

[[Page 54265]]

    Comcast requests that the references throughout the exemption be 
modified to reflect ``expected earned income'' or ``earned income'' 
rather than ``premium reduction'' or ``savings.''
    Department's Response: The Department declines to revise the 
operative language of the exemption as requested. The terms ``earned 
income'' or ``expected earned income'' do not accurately describe the 
exemption's expressed intent to ensure that all benefits generated from 
the captive arrangement, not just additional earned income, inure to 
the benefit of Plan participants. Consistent with this intent, the 
Department has changed the term ``savings'' to ``benefits'' in Section 
III(a) and deleted the reference to ``savings'' in Section III(g)(9) 
(for consistency).
    Further, the Department has not changed the term ``premium 
reduction'' to ``earned income'' ``or expected earned income.'' The 
term ``premium reduction,'' as used in the exemption, describes the 
requirement that Comcast must reduce the participants' portion of the 
premium for the dental component of the Plan by at least $375,000 each 
year the reinsurance arrangement is in effect. In this context, the 
term ``premium reduction'' more accurately describes the Department's 
intent than ``earned income'' or ``expected earned income.''

II. Five-Year or Three-Year Look Back Proposal

    Section III(a) of the proposal states that: ``In the initial year 
and each subsequent year of the captive reinsurance arrangement, the 
participants' portion of the premium for the dental component of the 
Plan (the Dental Component) must be reduced by at least $375,000. If 
Comcast's savings from the captive reinsurance arrangement are greater 
than $375,000 in any year, Comcast must reduce the participants' 
portion of the Dental Component's premium by that greater amount in the 
next subsequent year. If Comcast or any of its affiliates ultimately 
receive some other benefit in connection with the captive insurance 
arrangement, such as a tax reduction or a profit or any benefit arising 
from a further diversification of One Belmont's risks in connection 
with adding the Plan-related insurance risks to One Belmont's other 
risks, participants in the Dental Component must receive an additional 
corresponding dollar-for-dollar reduction to their portion of the 
Dental Component's premiums in the subsequent year.''
    Comcast requests that this section be modified to allow for a five-
year look-back in which to calculate and apply any additional earned 
income over $1,875,000 to reduce the dental premiums (i.e., any amount 
above the $375,000 per year over a five-year period that Comcast is 
already expected to receive from the arrangement and required to pass 
on to participants in the form of reduced premiums). Comcast states 
that it is ``concerned that the current structure of the proposed 
exemption, which could involve adjustments to participant contribution 
amounts each year, introduces the potential for significant 
fluctuations in participant dental premium amounts over time.'' Comcast 
states that such a period will help it ``smooth fluctuations in 
participant contribution amounts over time.''
    Comcast requests that if the Department is not agreeable to a five-
year lookback period, the exemption be modified to allow for a three-
year rolling lookback period. Comcast states that a three-year rolling 
lookback would allow Comcast to assess over a three-year period whether 
any additional earnings above $125,000 (the $375,000 guaranteed minimum 
amount over a three-year period) must be credited against participant 
contributions on an annual basis (subject to the timing request 
discussed below). Comcast argues that this three-year rolling lookback 
would mitigate any significant lag between the calculation of the extra 
earning income and crediting the earnings against participant 
contributions to the Dental Component and this methodology will allow 
Comcast to achieve more consistent pricing to soften the impact of 
fluctuations on participant contributions.
    Department's Response: The Department declines to make either of 
the Applicant's requested revisions. The Department developed the 
conditions of the exemption to ensure that participants will benefit 
from all earned income and other benefits that are generated by the 
reinsurance arrangement. A five or three-year period is excessive for 
participants to receive additional premium reductions. Among other 
things, a multi-year period would deprive Plan participants who leave 
Comcast's employment before the end of the period of the benefits of 
further premium reduction. Consistent with this view, the exemption 
requires Comcast to calculate One Belmont's earned income from the 
reinsurance arrangement on an annual basis. However, the Department 
acknowledges that Comcast may have legitimate concerns regarding the 
amount of time it needs to properly reduce participants' premium 
payments by such amount and has agreed to additional timing 
considerations, as discussed immediately below.

III. Timing of Use of Benefits and Independent Fiduciary Report

    Comcast represents that it is not feasible for the Independent 
Fiduciary to provide their review of the documents within six months 
after the end of the prior year. The Applicant also claims that 
applying the extra earned income (amounts above the guaranteed 
$375,000) to offset the Dental premiums for the immediately subsequent 
plan year (which is a calendar year) may be very difficult because of 
the time it takes for the insurance carrier to report year-end 
information and for the Independent Fiduciary to calculate the earned 
income to be applied to the Dental premium. The Applicant points to 
timing constraints that may make it difficult to share the extra earned 
income in the next year as required by the proposed exemption. In 
particular, the Applicant states that the experience results for the 
life insurance for the prior year are provided in May/June of the 
subsequent year; final premium and employee contribution rates are set 
no later than the end of July; One Belmont receives its audited 
financial statement in mid-July, at the earliest, and therefore the 
Independent Fiduciary cannot begin review until mid-July or later. The 
Applicant claims these timing constraints will make it impossible to 
apply any additional earnings above $375,000 against participant 
contributions for the following Plan year in a process overseen by the 
Independent Fiduciary.
    The Applicant therefore requests that the Independent Fiduciary be 
required to complete its report within one year after the 12-month 
period to which it relates and submit the report to the Department 
within four months thereafter.
    Department's Response: Section III(a) of the exemption has been 
revised to: (a) reflect a two-year ``make whole'' period; (b) require 
the Plan to receive interest on amounts Comcast owes the Plan at a rate 
equal to underpayments established in Internal Revenue Code section 
6621(b); and (c) more clearly describes the term ``benefits.''
    Section III(a) now reads, ``In the initial year and each subsequent 
year of the captive reinsurance arrangement, the participant's portion 
of the premium for the dental component of the Plan (the Dental 
Component) must be reduced by at least $375,000. The Independent 
Fiduciary must determine whether Comcast earned a financial

[[Page 54266]]

benefit in excess of $375,000 per year and must report its 
determination as part of the Independent Fiduciary's annual report. 
Benefits include, but are not limited to, increased earned income, 
increased savings, a tax reduction or a profit or any benefit arising 
from a further diversification of One Belmont's risks in connection 
with adding Plan-related insurance risks to One Belmont's other risks. 
If Comcast's benefit from the arrangement exceeds $375,000 per year in 
any year (the Excess Benefit), Comcast must further reduce the 
participants' portion of the dental component of the Plan's (the Dental 
Plan's) premium no later than two years after the end of the year in 
which the Excess Benefit was earned by an amount that is at least equal 
to the Excess Benefit plus an additional payment of interest on the 
Excess Benefit at the Code's federal underpayment rate established in 
Internal Revenue Code section 6621(b). The interest on the Excess 
Benefit must be calculated for the period from the end of the plan year 
the Excess Benefit was earned through the start of the Plan year in 
which the Excess Benefit is applied to reduce the participants' portion 
of the Dental Plan's premiums. The premium reduction must benefit all 
Dental Plan participants equally and must be verified by the 
Independent Fiduciary.''
    The Department is not persuaded that the Independent Fiduciary 
needs four additional months to submit its completed report to the 
Department, and so has not made the requested revision.

IV. Dental Premium Split

    In paragraph 7 of the Summary of Facts and Representations, the 
Department stated: ``In no event may the reduction in the participants' 
portion of the Dental Component's premium be less than the amount 
Comcast or any of its affiliates ultimately benefits from the captive 
reinsurance arrangement. Further, Comcast must continue to contribute 
no less than 60% of the Dental Component's premiums after the captive 
reinsurance arrangement takes effect.''
    In its comment letter, Comcast requests that the Department not 
require a specific level of premium split for the Dental Component. 
Comcast argues that locking-in the split between employer and employee 
premium contribution amounts is unnecessary to make the captive 
reinsurance arrangement protective of the participants and in their 
best interest. Comcast claims that such a requirement would severely 
constrain future offerings under the Dental Component and deter 
Comcast, as settlor, from offering options that otherwise provide 
greater benefits even though employees would be willing to pay more for 
those benefits.
    Comcast notes that its application stated that the dental payment 
percentage split between Comcast and its employees was 
``approximately'' 60/40. Comcast explains that the Plan offers three 
different dental benefit options with three different premium splits. 
Comcast employees are offered a Dental Maintenance Organization (DMO) 
option and a Preferred Provider Organization (PPO) option while NBCU 
(Comcast's affiliate) employees are offered only a PPO dental option. 
Comcast states that because its primary goal is keeping the dollar 
amount of employee contributions consistent across the two companies, 
the Company contribution varies between 55% and 62%.
    Comcast urged the Department to rely on the Independent Fiduciary's 
annual review to evaluate compliance with the exemption.
    Department's Response: The Department is revising the exemption by 
removing the requirement that Comcast maintain a specific level of 
premium contribution to the dental component. However, the Department 
remains concerned that the value of the benefits provided to the Dental 
Component through the captive reinsurance arrangement could be lessened 
through offsetting reductions to other benefits provided to Comcast's 
employees.
    The Department notes that it is the responsibility of the 
Independent Fiduciary to monitor, enforce, and ensure compliance with 
all the conditions of the exemption. This includes Section III(k) of 
the exemption, which provides that, ``Comcast will not evade the 
condition in Section III(a) by offsetting or reducing any benefits 
provided to Comcast employees to defray the costs, expenses, or 
obligations of complying with this exemption.''
    To that end, Section III(g)(8) of the exemption has been revised to 
require the Independent Fiduciary to specifically confirm in its annual 
report whether Section III(k) has been met and to describe the steps it 
took in reaching this confirmation.

V. Commission

    Section III(b) of the proposed exemption states that: ``No 
commissions are paid by the Plan with respect to the direct sale of 
such contracts or the reinsurance thereof . . .''
    Comcast clarified in its comment letter ``that Prudential does pay 
a supplemental commission in connection with the sale of the direct 
life insurance coverage and will continue to pay this supplemental 
commission as reflected on the Plan's Form 5500. The cost of this 
supplemental commission is wholly borne by Prudential and the Plan 
itself does not pay any separate commission in connection with the 
purchase of the direct insurance and does not pay a commission in 
connection with the reinsurance coverage either.''
    Department's Response: The Department notes Comcast's 
clarification. Comcast's Form 5500 lists the commission recipient as 
``American Benefits & Compensation Systems, Inc.'' located in New York, 
NY. Prudential confirmed that ``this continues to be the entity to whom 
the commission is payable and that it believes Alliant owns the 
entity.''

VI. Status of One Belmont as a Comcast Affiliate

    The Department noted in paragraph 1 of the Summary of Facts and 
Representations of the proposed exemption that ``Comcast wholly owns 
One Belmont Insurance Company. . . .'' In its comment letter, Comcast 
stated that it ``is more accurate to state that One Belmont is a wholly 
owned subsidiary of Comcast Corporation.''
    The Department has made certain other minor changes to the wording 
of the exemption, including renumbering some of the exemption's 
sections, for clarity and consistency.
    The complete application file (L-12021) is available for public 
inspection in the Public Disclosure Room of the Employee Benefits 
Security Administration, Room N-1515, U.S. Department of Labor, 200 
Constitution Avenue NW, Washington, DC 20210. For a more complete 
statement of the facts and representations supporting the Department's 
decision to grant this exemption, refer to the notice of proposed 
exemption published on September 20, 2021, at 86 FR 52217.
    Accordingly, after considering the entire record developed in 
connection with the Applicant's exemption application and comment 
letter, the Department has determined to grant the exemption described 
below.

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 ERISA Section 408(a) does not relieve a fiduciary or other party 
in interest from certain requirements of other ERISA provisions, 
including any prohibited transaction provisions to which the

[[Page 54267]]

exemption does not apply and the general fiduciary responsibility 
provisions of ERISA Section 404, which, among other things, require a 
fiduciary to discharge his or her duties respecting the plan solely in 
the interest of the plan's participants and beneficiaries and in a 
prudent fashion in accordance with ERISA Section 404(a)(1)(B).
    (2) As required by ERISA Section 408(a), the Department hereby 
finds that the exemption is: (a) administratively feasible; (b) in the 
interests of affected plans and of their participants and 
beneficiaries; and (c) protective of the rights of participants and 
beneficiaries of such plans.
    (3) This exemption is supplemental to, and not in derogation of, 
any other ERISA provisions, 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 determining whether the transaction is in fact a 
prohibited transaction.
    (4) The availability of this exemption is subject to the express 
condition that the material facts and representations contained in the 
application accurately describe all material terms of the transactions 
that are the subject of the exemption.
    Accordingly, the following exemption is granted under the authority 
of ERISA Section 408(a), and in accordance with the procedures set 
forth in 29 CFR part 2570, subpart B (76 FR 66637, 66644, October 27, 
2011):

Exemption

Section I. Definitions
    (a) An ``affiliate'' of Comcast Corporation or One Belmont 
includes: (1) Any person or entity who controls Comcast or One Belmont 
or is controlled by or under common control with Comcast or One 
Belmont; (2) Any officer, director, employee, relative, or partner with 
respect to Comcast or One Belmont; and (3) Any corporation or 
partnership of which the person in (2) of this paragraph is an officer, 
director, partner, or employee;
    (b) 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 a person who:
    (1) Is not an affiliate of Comcast or One Belmont and does not hold 
an ownership interest in Comcast or One Belmont or their affiliates;
    (2) Is not a fiduciary with respect to the Plan before its 
appointment to serve as the Independent Fiduciary;
    (3) Has acknowledged in writing that it:
    (i) is a fiduciary with respect to the Plan and has agreed not to 
participate in any decision regarding any transaction in which it has 
an interest that might affect its best judgment as a fiduciary; and
    (ii) has appropriate technical training or experience to perform 
the services contemplated by the exemption;
    (4) has not entered into any agreement or instrument that violates 
the prohibitions on exculpatory provisions in ERISA section 410 or the 
Department's regulations relating to indemnification of fiduciaries at 
29 CFR 2509.75-4.
    (5) For purposes of this definition, no organization or individual 
may serve as Independent Fiduciary for any fiscal year if the gross 
income received by such organization or individual from Comcast, One 
Belmont, or their affiliates for that fiscal year exceeds two percent 
(2%) of such organization's or individual's gross income from all 
sources for the prior fiscal year. This provision also applies to a 
partnership or corporation of which such organization or individual is 
an officer, director, or 10 percent (10%) or more partner or 
shareholder, and includes as gross income amounts received as 
compensation for services provided as an independent fiduciary under 
any prohibited transaction exemption granted by the Department; and
    (6) No organization or individual that is an Independent Fiduciary 
and no partnership or corporation of which such organization or 
individual is an officer, director, or ten percent (10%) or more 
partner or shareholder may acquire any property from, sell any property 
to, or borrow any funds from Comcast, One Belmont, or their affiliates 
while serving as an Independent Fiduciary. This prohibition will 
continue for a period of six months after: (i) the party ceases to be 
an Independent Fiduciary; and/or (ii) the Independent Fiduciary 
negotiates any transaction on behalf of the Plan during the period that 
the organization or individual serves as an Independent Fiduciary.
Section II. Covered Transactions
    The restrictions of ERISA Sections 406(a)(1)(D) and 406(b)(1) will 
not apply to: (1) the reinsurance of risks; and (2) the receipt of 
premiums therefrom by One Belmont in connection with insurance 
contracts sold by Prudential (or any successor Fronting Insurer meeting 
the requirements of this exemption) to provide group term life 
insurance benefits to Plan participants in the Life Insurance Component 
of the Plan. In order to receive such relief, the conditions in Section 
II must be met in conformance with the definitions set forth in Section 
I.
Section III. Conditions
    (a) In the initial year and each subsequent year of the captive 
reinsurance arrangement, the participant's portion of the premium for 
the dental component of the Plan (the Dental Component) must be reduced 
by at least $375,000, with no offset or reduction to other benefits 
Comcast provides to its employees. The Independent Fiduciary must 
determine whether Comcast Corporation (including One Belmont and any 
affiliate or any person or entity related to Comcast Corporation 
(hereinafter, collectively, Comcast) earned a financial benefit in 
excess of $375,000 per year and must report its determination as part 
of the Independent Fiduciary's annual report. Financial benefits 
include, but are not limited to, increased earned income, increased 
savings, a tax reduction or a profit or any benefit arising from a 
further diversification of One Belmont's risks in connection with 
adding Plan-related insurance risks to One Belmont's other risks. If 
Comcast's benefit from the arrangement exceeds $375,000 per year in any 
year (the Excess Benefit), Comcast must further reduce the 
participants' portion of the dental component of the Plan's (the Dental 
Plan's) premium no later than two years after end of the year in which 
the Excess Benefit was earned, by an amount that is at least equal to 
the Excess Benefit, plus an additional interest payment on the Excess 
Benefit at the Internal Revenue Code's federal underpayment rate 
established in Code section 6621(b). The interest on the Excess Benefit 
must be calculated for the period from the end of the Plan year the 
Excess Benefit was earned through the start of the plan year in which 
the Excess Benefit is applied to participant dental premiums. The 
premium reduction must benefit all Dental Plan participants equally and 
must be verified by the Independent Fiduciary.
    (b) No commissions are paid by the Plan with respect to the direct 
sale of such contracts or the reinsurance thereof;
    (c) In the initial year and in subsequent years of coverage 
provided by a Fronting Insurer, the formulae used by the Fronting 
Insurer to calculate premiums must be similar to formulae used by other 
insurers providing comparable life insurance coverage under similar 
programs that are not

[[Page 54268]]

captive reinsured. Furthermore, the premium charges calculated in 
accordance with the formulae must be reasonable and must be comparable 
to the premiums charged by the Fronting Insurer and its competitors 
with the same or a better financial strength rating providing the same 
coverage under comparable programs that are not captive reinsured;
    (d) Comcast is solely and fully responsible for funding One 
Belmont's reserves with respect to the reinsurance arrangement covered 
by this exemption;
    (e) One Belmont:
    (1) Is a party in interest with respect to the Plan by reason of a 
stock or partnership affiliation with Comcast that is described in 
ERISA section 3(14)(E) or (G); \3\
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    \3\ Under ERISA section 3(14)(G), a corporation is a ``party in 
interest'' with respect to an employee benefit plan if 50 percent or 
more of the combined voting power of all classes of the 
corporation's stock entitled to vote, or the total value of shares 
of all classes of stock of the corporation, is owned by an employer 
any of whose employees are covered by the employee benefit plan.
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    (2) Is licensed to sell insurance or conduct reinsurance operations 
in at least one State as such term is defined in ERISA section 3(10);
    (3) Has obtained a Certificate of Authority from the state of 
Vermont, its domiciliary state, that has neither been revoked nor 
suspended;
    (4) (A) Has undergone and shall continue to undergo an examination 
by an independent certified public accountant for its last completed 
taxable year immediately before the taxable year of the reinsurance 
transaction covered by this exemption; or
    (B) Has undergone a financial examination (within the meaning of 
the law of Vermont) by the Commissioner of Banking, Insurance, 
Securities and Health Care Administration of the State of Vermont 
within five (5) years before the end of the year preceding the year in 
which the reinsurance transaction occurred; and
    (5) Is licensed to conduct reinsurance transactions under Vermont 
law, which requires an actuarial review of reserves to be conducted 
annually by an independent firm of actuaries and reported to the 
appropriate regulatory authority;
    (f) The Plan retained and will continue to retain an independent, 
qualified fiduciary or successor to such fiduciary, as defined in 
Section I(c), (the Independent Fiduciary) to analyze the transactions 
covered by this exemption, and render an opinion that all of the 
requirements of this exemption have been satisfied;
    (g) The Independent Fiduciary must:
    (1) In full accordance with its obligations of prudence and loyalty 
under ERISA sections 404(a)(1)(A) and (B), (i) review the terms of the 
exemption, (ii) engage in a prudent and loyal analysis of the covered 
transactions, and (iii) verify that based on its review of all relevant 
documents and evidence, it has concluded that all of the exemption's 
terms and conditions have been met (or can be reasonably be expected to 
be met consistent with the time requirements set forth in this 
exemption). This conclusion must be documented in a written report 
submitted to the Department's Office of Exemption Determinations at 
least 30 days before the Plan engages in a transaction covered by the 
exemption. The report must include copies of each document relied on by 
the Independent Fiduciary and discuss the basis for its conclusion;
    (2) Monitor, enforce and ensure compliance with all conditions of 
this exemption, including all conditions and obligations imposed on any 
party dealing with the Plan, throughout the period during which One 
Belmont's assets are directly or indirectly used in connection with a 
transaction covered by this exemption;
    (3) Report any instance of non-compliance immediately to the 
Department's Office of Exemption Determinations;
    (4) Monitor the transactions described in the exemption on a 
continuing basis to ensure the transactions remain in the interest of 
the Plan;
    (5) Take all appropriate actions to safeguard the interests of the 
Plan;
    (6) Review all contracts pertaining to the Reinsurance Arrangement, 
and any renewals of such contracts, to determine whether the 
requirements of this exemption continue to be satisfied;
    (7) Determine that the Reinsurance Arrangement is in no way 
detrimental to the Plan and its participants and beneficiaries;
    (8) Confirm in its annual report (and describe the steps taken to 
confirm) that (i) the Plan's Dental Component has received all the 
financial benefits associated with the captive reinsurance arrangement 
that otherwise would have been retained by Comcast or a party related 
to Comcast, and (ii) Comcast has not reduced or offset any participant 
benefits in relation to its implementation and maintenance of the 
reinsurance arrangement as required by section III(k), including a 
reduction in premium contributions to the dental component or other 
benefits Comcast provides to it employees;
    (9) Provide an annual report to the Department, certifying Under 
penalty of perjury that each term and condition of this exemption is 
satisfied and setting forth the bases for the certification. Each 
report must be completed and submitted to the Department within twelve 
months after the end of the twelve-month period to which it relates 
(the first twelve-month period begins on the first day of the 
implementation of the captive reinsurance arrangement covered by this 
exemption);
    (h) Comcast and its related parties have not, and will not, 
indemnify the Independent Fiduciary, in whole or in part, for 
negligence and/or for any violations of state or federal law that may 
be attributable to the Independent Fiduciary in performing its duties 
under the captive reinsurance arrangement. In addition, no contract or 
instrument will purport to waive any liability under state or federal 
law for any such violations.
    (i) Neither Comcast nor a related entity may use participant-
related data or information generated by, or derived from, the 
Reinsurance Arrangement in a manner that benefits Comcast or a related 
entity;
    (j) All the facts and representations set forth in the Summary of 
Facts and Representations are true and accurate;
    (k) Comcast will not evade the condition in Section III(a) by 
offsetting or reducing any benefits provided to Comcast employees to 
defray the costs, expenses, or obligations of complying with this 
exemption;
    (l) The Plan will only contract with a Fronting Insurer that is 
unrelated to Comcast, and that has a financial strength rating of ``A'' 
or better from A.M. Best. For purposes of this provision, the term 
``unrelated'' means that the Fronting Insurer is not owned or 
controlled by Comcast in whole or in part;
    (m) The Plan must pay no more than adequate consideration with 
respect to insurance that is part of the captive reinsurance 
arrangement covered by the exemption;
    (n) In the event a successor Independent Fiduciary is appointed to 
represent the interests of the Plan with respect to the subject 
transaction, no time shall elapse between the resignation or 
termination of the former Independent Fiduciary and the appointment of 
the successor Independent Fiduciary; and
    (o) All expenses associated with the exemption and the exemption 
application, including any payment to the Independent Fiduciary, must 
be paid by Comcast and not the Plan.
    Effective Date: This exemption will be in effect on the date that 
this grant

[[Page 54269]]

notice is published in the Federal Register.

    Signed at Washington, DC.
George C. Cosby,
Director, Office of Exemption Determinations, Employee Benefits 
Security Administration, U.S. Department of Labor.
[FR Doc. 2022-19000 Filed 9-1-22; 8:45 am]
BILLING CODE 4510-29-P