In the world of retirement plans, some stories feel like déjà vu with a fresh set of dollar signs. The latest lawsuit filed by former participant Brian Byrne against TIAA and its associated retirement plans is no exception. But beneath the legalese and financial jargon is a familiar, troubling pattern—one that raises fundamental questions about fiduciary duty, loyalty, and who actually benefits when plan sponsors double as asset managers.
Let’s strip it down. This case isn’t about exotic investments or esoteric financial engineering. It’s about share classes—specifically, why TIAA allegedly kept plan participants in higher-cost R3 share classes when lower-cost R4 share classes were available for the exact same funds. The allegations? That this wasn’t an oversight or a slow administrative pivot. This was a choice—a conscious one. And like so many fiduciary failures I’ve seen over the past two decades, it was a choice that benefitted the plan provider at the expense of the participants.
According to the complaint, TIAA made the R4 share class available to institutional investors back in September 2022. These R4 shares carried “significantly less” in fees compared to the R3 shares—yet as of December 31, 2023, TIAA still had over $2.2 billion of plan assets parked in the higher-cost R3s. That’s not pocket change. That’s participants’ money being used inefficiently, allegedly to pad margins and prop up the in-house business.
Worse still, the complaint highlights what’s become a recurring issue in proprietary fund litigation: underperformance. The suit claims that TIAA kept a proprietary fund in its lineup that has been trailing its benchmark since 2009—to the tune of more than 186%. If that number sounds absurd, that’s because it is. No prudent fiduciary keeps a fund like that in place—especially not when alternatives exist. But a conflicted one might.
And here’s the crux of the matter: TIAA, as both recordkeeper and asset manager, occupies a conflicted position. When a plan provider offers its own proprietary investments, the incentives are inherently misaligned. Every dollar that stays in a TIAA-managed fund—even a higher-cost, underperforming one—is a dollar that benefits TIAA before it benefits the plan participant.
The numbers tell the story: $1.6 billion of the Retirement Plan’s assets—nearly a third—remained in the higher-cost R3 share class. Another $150 million in the 401(k) Plan, and $370 million in the Retirement Plan, were still invested in the same TIAA Growth Fund that, according to the lawsuit, has chronically failed to meet expectations. In a world where institutional investors fight tooth and nail over basis points, this isn’t just negligence. It’s potentially disloyal, imprudent, and, if proven true, a textbook ERISA violation.
This lawsuit underscores a broader truth: fiduciary breaches don’t always wear masks. Sometimes, they come dressed in familiar logos, wrapped in marketing about “long-term stewardship” and “participant-first service.” But when the numbers don’t add up, when performance lags and fees remain unjustifiably high, it’s worth asking: who is the plan really working for?
I’ve long warned about the dangers of proprietary funds, the misuse of share classes, and the subtle erosion of fiduciary standards when providers profit from their own conflicts. This case, like others before it, is a reminder that vigilance is not optional—it’s essential.
Stay tuned. If history is any guide, this won’t be the last time we see a headline like this. But perhaps, if participants, attorneys, and yes, even some plan sponsors, keep speaking up, it might just be one of the last times it’s allowed to happen.
