In the Matter of Aon Investments USA Inc., fka Aon Hewitt Investment Consulting, Inc.

Admin. Proc. File No. 3-21837

On January 25, 2024, the Commission instituted and simultaneously settled administrative and cease-and-desist proceedings (the “Order”) against Aon Investments USA Inc., fka Aon Hewitt Investment Consulting, Inc. (“Aon”) (collectively, the “Respondents”). In the Order, the Commission found misconduct by registered investment adviser Aon that was inconsistent with its duty to its client, the Pennsylvania Public School Employees’ Retirement System (“PSERS”) under the Advisers Act. According to the Order, from 2013 through 2023, Aon has acted as an investment adviser for PSERS and provided certain investment advisory and investment consulting services to PSERS pursuant to a written agreement. As set out in its agreement with PSERS, Aon was responsible for, among other things, calculating PSERS’s investment returns, which were then used for calculating what is known as “risk share.” Risk share is a provision in the Pennsylvania Pension Code that requires certain public school employees to contribute more to the retirement fund if certain annualized investment return targets, or “hurdles,” are not met.

The Commission found that Respondent acted inconsistent with its duties as an investment adviser to PSERS by failing to adequately investigate a discrepancy between the underlying performance data used by Respondent to calculate the Risk Share Return Rate and the historically reported returns and by making material misstatements and omissions in communications to PSERS concerning the causes of the discrepancy and the extent to which Respondent understood those causes. As a result of the conduct described herein, Respondent violated Section 206(2) of the Advisers Act.

The Commission ordered Aon to pay $495,098.50 in disgorgement, $47,089.29 in prejudgment interest, and $1,000,000 in a civil money penalty, for a total of $1,542,187.79, to the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalties collected, along with the disgorgement and interest collected, could be distributed to harmed investors (the “Fair Fund”). See the Commission’s Order: IA-6536.

The Fair Fund consists of the $1,542,187.79 collected from the Respondents. The Fair Fund has been deposited in a Commission-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund.

On March 25, 2025, the Commission published a notice of the proposed plan of distribution and opportunity for comment and simultaneously published the proposed plan of distribution (“Proposed Plan”). The notice provided the public with 30 days to submit their comments on the Proposed Plan. See the Commission’s Notice: Release No. 34-102730 and the Proposed Plan.

The Proposed Plan provides for the distribution of the Net Available Fair Fund (as defined in the Proposed Plan) to compensate an investor harmed by the Respondents’ conduct described in the Orders, in connection with fees paid to Shaughnessy and Aon for certain investment advisory and investment consulting services.

On May 23, 2025, the Commission issued an order extending time to enter an order approving or disapproving plan of distribution until December 1, 2025. See the Commission’s Order: Release No. 34-103122.

On December 1, 2025, the Commission issued an order extending time to enter an order approving or disapproving plan of distribution until March 31, 2026. See the Commission’s Order: Release No 34-104277.

On April 7, 2026, the Commission issued an order approving the plan of distribution and published the approved plan of distribution (“Plan”). By letter dated April 24, 2025, Morgan Lewis & Bockius LLP (“Morgan Lewis”), the law firm that represents PSERS, made four comments to the Proposed Plan, objecting to: (1) the plan’s limitation of eligible losses to investment fees; (2) the definition of the Relevant Period; (3) the dispute process set forth in the Plan; and (4) the calculation of Fees Paid in the Plan of Allocation. The Commission considered the objections and finds that the relevant period should be extended, which would give PSERS, the single harmed client, the lesser of the total amount of investment advisory fees paid by the preliminary Claimant to the Respondents during the Relevant Period, plus Reasonable Interest, calculated pursuant to the Plan or the Net Available Fair Fund. See the Commission’s Order: Release No. 34-105156 and the Plan.

The Plan provides that the distribution of the Fair Fund shall be made to a client who was harmed by the Respondents’ misconduct, as described in the Orders, in connection with fees paid for certain investment advisory and investment consulting services..

For more information, please contact the Commission:

Office of Distributions
Email: ENFOfficeofDistributions@sec.gov