ERISA § 1024(b)(4) Requires Disclosure of Administrative Services Agreements as Instruments “Under Which” a Plan Is Operated

1. Introduction

This consolidated appeal arises from Richard D. Kelly’s attempt to liquidate and move assets from Altria’s 401(k) plan (the “Deferred Profit-Sharing Plan for Salaried Employees”) immediately before the 2020 presidential election, based on his expectation of a post-election market spike. Fidelity Workplace Services, LLC served as the plan’s corporate recordkeeper.

Kelly alleged three core wrongs: (1) the plan administrator’s denial of his claim “unreasonably deprived him of his retirement plan benefits” under ERISA § 502(a)(1)(B), 29 U.S.C. § 1132(a)(1)(B); (2) Fidelity’s alleged misstatements about timing amounted to a breach of fiduciary duty under ERISA § 502(a)(3), 29 U.S.C. § 1132(a)(3); and (3) Altria violated 29 U.S.C. § 1024(b)(4) by refusing to produce the Administrative Services Agreement (“ASA”) between Altria and Fidelity, warranting penalties under 29 U.S.C. § 1132(c)(1).

The Fourth Circuit largely affirmed the defense victory on the benefits and fiduciary-duty theories, but established an important disclosure rule: a plan’s ASA with a recordkeeper can be a “contract…under which the plan…is…operated” and must be furnished upon a participant’s written request.

2. Summary of the Opinion

3. Analysis

3.1 Precedents Cited

• Marks v. Watters: Cited for ERISA’s general purpose—protecting participants and beneficiaries by imposing fiduciary standards and providing federal-court remedies. This frames the court’s overall interpretive posture, including the later focus on disclosure.
• Harrison v. Wells Fargo Bank, N.A.: Used to situate appellate review at summary judgment: de novo review of summary judgment, while applying the plan-administrator standard to the benefits decision.
• Fortier v. Principal Life Ins. Co., Cosey v. Prudential Ins. Co. of Am., and Haley v. Paul Revere Life Ins. Co.: These anchor the benefits-claim framework: when the plan grants discretion, review is for abuse of discretion; that review is “highly deferential,” and a court will not disturb a reasonable decision even if it would have decided differently.
• Griffin v. Hartford Life & Accident Ins. Co. and Williams v. Metro. Life Ins. Co.: Supply the “deliberate, principled reasoning process” and “substantial evidence” formulation for reasonableness review.
• DuPerry v. Life Ins. Co. of N. Am. and LeFebre v. Westinghouse Elec. Corp.: Define “substantial evidence” in ERISA review as evidence a reasoning mind would accept as sufficient.
• Booth v. Wal-Mart Stores, Inc. Associates Health & Welfare Plan: Provides the nonexhaustive multi-factor guide for assessing reasonableness (plan language, goals, adequacy of materials, consistency, principled process, ERISA compliance, external standards, conflicts). The court uses Booth to confirm the administrator’s handling was reasoned and supported by the record.
• Champion v. Black & Decker (U.S.) Inc.: Conflicts of interest are “one factor, among many” in abuse-of-discretion review. The court rejects conflict arguments as non-dispositive given the strength of other Booth factors.
• Edwards v. City of Goldsboro: Supports forfeiture: because Kelly’s opening brief targeted Fidelity on fiduciary duty, any fiduciary-duty claim against Altria was deemed abandoned on appeal.
• Griggs v. E.I. DuPont de Nemours & Co. and Varity Corp. v. Howe: Establish that 29 U.S.C. § 1132(a)(3) supports fiduciary-breach claims and that misleading communications can be actionable when they affect plan participation decisions. The court distinguishes this case because Kelly had already decided to exit and transfer assets; Fidelity’s role was execution-oriented rather than guiding “continued participation.”
• Dawson-Murdock v. Nat'l Counseling Grp., Inc. and Coleman v. Nationwide Life Ins. Co.: Emphasize the threshold requirement: a breach claim first requires establishing the defendant is “in fact, a fiduciary.”
• Tatum v. RJR Pension Inv. Comm. and Custer v. Sweeney: Clarify “functional fiduciary” status—an entity becomes a fiduciary only “to the extent” it performs specified discretionary functions over plan management, assets, or administration. The court uses these to treat Fidelity’s contractually described services as “ministerial,” not discretionary.
• Faircloth v. Lundy Packing Co.: The central Fourth Circuit precedent on § 1024(b)(4). Faircloth limited disclosure to “formal or legal documents under which a plan is set up or managed,” excluding appraisal reports and meeting minutes, but including funding and investment policies that set obligations and responsibilities. The court distinguishes Faircloth and extends its logic: an ASA that governs recordkeeping and transaction processing is a formal contract “under which the plan…is…operated.”
• Sw. Airlines Co. v. Saxon, Bostock v. Clayton Cnty., and Davidson v. United Auto Credit Corp.: Supply interpretive method: begin with statutory text; look to ordinary public meaning at enactment; consult contemporaneous dictionaries. The court uses these to parse “established” and “operated,” concluding the ASA does not “establish” the plan but does “operate” it.
• M. S. v. Premera Blue Cross and Mondry v. Am. Fam. Mut. Ins. Co.: Sister-circuit alignment: both cases treat administrative/claims agreements as disclosure-required instruments because they govern how claims and administration function, even if they do not define benefits. The Fourth Circuit cites them to confirm its reading is consistent nationally.
• Quesinberry v. Life Insurance Co. of North America, Plasterers' Loc. Union No. 96 Pension Plan v. Pepper, and Reinking v. Phila. Am. Life Ins. Co.: Provide the attorney’s-fee framework and confirm fees may be awarded to “either party.” The court finds the district court adequately balanced the Quesinberry considerations, including ERISA’s remedial purposes.

3.2 Legal Reasoning

• Count One (benefits under § 1132(a)(1)(B))—deference controlled: The plan text granted the administrator discretionary power over plan questions and benefit amounts, triggering abuse-of-discretion review under Fortier v. Principal Life Ins. Co.. Applying Booth v. Wal-Mart Stores, Inc. Associates Health & Welfare Plan, the court focused on process and evidentiary support: the management committee considered call transcripts and Kelly’s submissions, recognized the relevant timing statements, and concluded Fidelity met the quoted timeframes. That made the denial “reasonable,” foreclosing relief.
• Count Three (fiduciary duty under § 1132(a)(3))—status first, then breach: Using Dawson-Murdock v. Nat'l Counseling Grp., Inc. and Coleman v. Nationwide Life Ins. Co., the court required proof that Fidelity acted as a fiduciary “to the extent” of discretionary functions (29 U.S.C. § 1002(21)(A)). The plan and ASA characterized Fidelity’s duties as recordkeeping and other “ministerial” tasks. The court acknowledged Dawson-Murdock’s point that conveying benefits information can sometimes be fiduciary activity, but distinguished Varity Corp. v. Howe because Kelly had already decided to exit the plan and was simply implementing that decision. Even assuming fiduciary status, the court found no breach: Fidelity provided estimates and met them; one “stray comment” did not rise to actionable misrepresentation.
• Count Four (document disclosure under § 1024(b)(4))—“operated” read functionally: The court treated statutory interpretation as decisive. It held: (a) the ASA does not “establish” the plan (the plan exists independently and authorizes the service relationship); but (b) the ASA is a contract under which the plan is “operated,” because it governs the plan’s functional processes—participant communications, transaction management, and recordkeeping that help the plan “work” and “perform” its processes. The district court’s narrower view—that the ASA merely memorialized Fidelity’s obligations to Altria and was not about plan operation—was rejected. The case was remanded so the district court could decide whether penalties under 29 U.S.C. § 1132(c)(1) should be imposed.
• Attorney’s fees—district court discretion affirmed: Under 29 U.S.C. § 1132(g)(1), fees may be awarded to either party. The court held the district court did not abuse its discretion under Quesinberry v. Life Insurance Co. of North America, including considering Kelly’s litigation conduct and ERISA’s remedial aims.

3.3 Impact

• Expanded disclosure obligations in the Fourth Circuit: Plan administrators should expect that service-provider agreements—especially recordkeeping, administrative services, and claims-processing contracts—may be compelled under 29 U.S.C. § 1024(b)(4) if they govern how the plan functions.
• Practical transparency: Participants can use ASAs to understand who does what (and under what constraints), which can sharpen disputes over administrative failures, delegation, and vendor accountability.
• Penalty exposure and compliance behavior: The remand underscores that a refusal can trigger discretionary penalties under 29 U.S.C. § 1132(c)(1). Administrators may respond by (a) improving document-retention and production workflows, and (b) preemptively identifying which third-party contracts qualify as “operating” instruments.
• Limits remain: The decision does not convert all plan-adjacent materials into disclosure items; it remains tethered to “formal or legal documents” governing set-up/management/operation as framed by Faircloth v. Lundy Packing Co..
• Fiduciary-status caution for service providers: The court’s approach reinforces that vendors performing ministerial tasks are usually not fiduciaries, but also signals that communications crossing into discretionary guidance about plan participation decisions could alter that analysis.

4. Complex Concepts Simplified

• “Abuse of discretion” (ERISA benefits review): If the plan gives the administrator discretion, a court does not decide the claim from scratch. It asks whether the administrator’s decision was reasonable and supported by enough evidence—even if the court might have decided differently.
• “Booth factors”: A checklist used in the Fourth Circuit to evaluate whether an administrator’s decision was reasoned and supported (plan language, evidence considered, consistency, conflicts, ERISA compliance, etc.).
• “Named fiduciary” vs. “functional fiduciary”: A named fiduciary is identified in plan documents. A functional fiduciary is anyone who, in practice, exercises discretionary control over plan management, plan assets, or plan administration (or provides investment advice for a fee), but only “to the extent” they perform those discretionary functions.
• “Ministerial” services: Non-discretionary tasks (recordkeeping, processing transactions, answering scripted questions) that implement plan rules rather than decide what the rules mean or how to apply them in contested situations.
• “§ 1024(b)(4) plan documents”: Not every document “related to” a plan must be produced. The statute targets contracts and formal instruments under which the plan is established or operated—i.e., documents that govern how the plan is set up or how it functions day-to-day.
• Statutory penalties under § 1132(c)(1): If a plan administrator fails to furnish required documents after a proper request, a court may (but need not) impose monetary penalties; the amount and whether to impose them are discretionary.

5. Conclusion

The Fourth Circuit’s most consequential holding is its disclosure ruling: an Administrative Services Agreement with a recordkeeper can be a “contract…under which the plan…is…operated” under 29 U.S.C. § 1024(b)(4), even when the services are described as ministerial and even if the agreement does not itself define participant benefits. That clarification narrows administrators’ ability to withhold core operational contracts and aligns the Fourth Circuit with decisions such as M. S. v. Premera Blue Cross and Mondry v. Am. Fam. Mut. Ins. Co..

At the same time, the court reaffirmed two stabilizing ERISA themes: (1) deferential review will uphold a plan administrator’s benefits determination when the process is principled and supported by substantial evidence; and (2) service providers do not become ERISA fiduciaries merely by performing recordkeeping functions or discussing execution logistics—fiduciary status remains tied to discretion and context.