The U.S. Court of Appeals for the Eighth Circuit recently affirmed a District Court’s finding that Principal Life Insurance Company (“Principal”) did not breach its fiduciary duties regarding its stable value contract for 401(k) plans.  Rozo v. Principal Life Ins. Co., No. 21-2026, 2022 U.S. App. LEXIS 24803 (8th Cir. Sept. 2, 2022).

In Rozo, the plaintiff, on behalf of retirement plan participants who invested in Principal’s Principal Fixed Income Option (“PFIO”), sued under ERISA asserting that Principal breached its fiduciary duty of loyalty by setting low interest rates for participants, and engaged in a prohibited transaction by using the PFIO contract to make money for itself.  The PFIO is an annuity that Principal offers and manages.  In managing the PFIO, Principal sets a guaranteed interest rate, which it calculates by subtracting “deducts” from the return it expects to earn on the assets.  Principal is only compensated for the positive spread between the amount it promises to participants and what its investments actually yield. 

Breach of Fiduciary Duty Claim

To prevail on its breach of fiduciary duty claim, the plaintiff needed to show that the Principal acted as a fiduciary, breached its fiduciary duties, and caused a loss to the plan. To make such a showing, plaintiff asserted that Principal acted at least in part to advance its own interests by increasing profits, thereby breaching its fiduciary duty.  In evaluating this argument, the Eighth Circuit acknowledged that it had yet to set forth factors for determining whether plan administrators acted “solely in participants’ interests” and noted the importance of identifying each of the parties’ interests when making conflict of interest determinations. 

To do that, the court adopted the First Circuit’s analysis in Ellis v. Fid. Mgmt. Tr. Co., 883 F.3d 1, 9 (1st Cir. 2018) and agreed with the District Court that a “tension” existed between the parties’ interests; the higher the deducts, the lower the rate paid to participants, and the higher Principal’s revenue from the PFIO.

Due to the inherent conflict, the court scrutinized Principal’s actions more closely, but nevertheless found the district court did not err in finding (1) Principal set the deducts in the participant’s interest and (2) the “deducts were reasonable and set by Principal in the participant’s interest of paying a reasonable amount for the PFIO’s administration.”  In reaching these conclusions, the court highlighted that tension does not inevitably result in the type of conflict of interest that establishes a breach of the duty of loyalty and “ERISA does not create an exclusive duty to maximize pecuniary interests.”

Prohibited-Transaction Claim

The court likewise affirmed the dismissal of the prohibited transaction claim because Principal proved that its compensation was reasonable, and therefore it is exempted from liability.

Takeaways

This decision solidifies that companies like Principal, who offer fixed-income investment products, can create fiduciary responsibilities when they deduct from investment returns and set participant rates. Accordingly, companies who offer such investment products must analyze the appropriate factors to ensure compensation is reasonable and the fund is not operated with a profit objective for the company. 

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Photo of René E. Thorne René E. Thorne

René E. Thorne is co-leader of the firm’s ERISA Complex Litigation group, and is a principal in the New Orleans, Louisiana office of Jackson Lewis P.C. René started the New Orleans office and was the managing principal for ten years.

Her national practice…

René E. Thorne is co-leader of the firm’s ERISA Complex Litigation group, and is a principal in the New Orleans, Louisiana office of Jackson Lewis P.C. René started the New Orleans office and was the managing principal for ten years.

Her national practice covers the full range of complex benefit litigation matters, including representation of employers, plans, plan fiduciaries, third party administrators, and trustees. In that regard, she has handled numerous ERISA class actions alleging breach of fiduciary duty; breach of the duty of loyalty; prohibited transactions; 401(k) plan asset performance, fees, and expense issues; defined benefit plan asset issues, accrual issues, and cut-back issues; cash balance plan issues; ESOP litigation; fiduciary misrepresentation claims; sophisticated preemption issues; executive compensation litigation, both pension and welfare claims; retiree rights litigation; severance plan claims; Section 510 cases; and complex benefit claim cases.

During the course of her national practice, she has been admitted pro hac vice in courts across the country, including Alabama, the District of Columbia, California, Florida, Illinois, Massachusetts, Michigan, Mississippi, Nevada, New Jersey, New York, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, and Wisconsin.

René also has been retained in complex ERISA breach of fiduciary duty, prohibited transaction, and cash balance cases. René has been qualified and testified on ERISA matters in federal court.

René is active on the Employee Benefits Subcommittee of the Labor and Employment Section of the American Bar Association, and was a management co-chair of the Employee Benefits Subcommittee Newsletter. She is a past instructor for the National Institute for Trial Advocacy, and a former barrister in the Thomas More Inn of Court.

While attending Loyola University School of Law, René was a member of the Loyola Law Review and Moot Court.

Photo of Darran E. St. Ange Darran E. St. Ange

Darran E. St. Ange is an associate in the Berkeley Heights, New Jersey, office of Jackson Lewis P.C.

Darran St. Ange graduated from Seton Hall University School of Law, where he was the president of the Student Bar Association, and a member of…

Darran E. St. Ange is an associate in the Berkeley Heights, New Jersey, office of Jackson Lewis P.C.

Darran St. Ange graduated from Seton Hall University School of Law, where he was the president of the Student Bar Association, and a member of both the Interscholastic Moot Court Board and Seton Hall Legislative Journal. During law school, Darran also worked as a student attorney in the D.N.J Representation in Settlement Conference Practicum and the S.D.N.Y. Representative in Mediation Practicum where he represented indigent clients in various employment related matters. Prior to joining the firm, Darran interned for the Honorable Joseph A. Dickson of the United States District Court for the District of New Jersey and clerked for the Honorable Mary Gibbons Whipple, New Jersey Superior Court, Appellate Division.