The private credit boom has been built on a simple premise: that loans held inside private funds are somehow safer, smoother, and more stable than those traded in public markets. Pension boards and insurance regulators have been told repeatedly that these assets produce steady income, modest volatility, and superior returns compared with traditional bonds. But the illusion of stability rests almost entirely on one thing — the ability of managers to avoid marking their portfolios to market.  When assets do not trade, managers get to decide what they are worth.

Recent market signals suggest that if private credit were forced into real price discovery today, the markdown would be severe. Secondary market bids for private credit funds have appeared at roughly 65 cents on the dollar, implying discounts of about 35% to stated net asset value. That is not a theoretical model; it is what buyers are actually willing to pay for exposure to these portfolios right now. Even industry research has quietly acknowledged that private market assets often require discounts of 11–20% just to transact. The market is telling us something clear: the values reported by many funds likely exceed what investors could realize in a forced sale.

The reason those losses are not visible in public pension reports is simple. Most private credit assets are priced by internal models rather than markets. https://commonsense401kproject.com/2025/12/13/is-private-credit-performance-a-fraud/

  Loans are marked quarterly using appraisal-style methodologies, comparable transactions, and manager estimates. Unless a borrower defaults outright, there is often no requirement to reflect the deterioration in market value that occurs as credit spreads widen or financing conditions worsen. In other words, a loan can lose a large portion of its economic value while the accounting value barely moves.

That is why defaults are such a misleading indicator of the true damage. Fitch reported recently that private credit defaults reached 9.2% in 2025, the highest level recorded. But defaults are only the visible failures — the tip of the iceberg. In most credit cycles the bulk of losses occur not because loans immediately default, but because their market value declines long before that point. When portfolios are not marked to market, those losses remain hidden until they can no longer be ignored.

Public pensions have powerful incentives to delay that moment. Large allocations to private credit and other alternative assets have been used to justify bonuses, consultant fees, and claims of superior performance. A sudden mark-to-market adjustment could expose years of overstated returns and raise uncomfortable questions about governance and oversight. Honest pricing could cause serious scandals around pay-to-play since most Private Credit vehicles are in secret no-bid contracts many offshore. The temptation to smooth valuations, delay recognition, and hope that markets recover is enormous.

Life insurers face a similar dilemma. The insurance industry now holds enormous volumes of private credit, particularly through structures associated with asset managers like Apollo and affiliated insurers such as Athene. For insurers, recognizing large valuation losses can trigger credit-rating pressure and regulatory scrutiny. As a result, there is strong incentive to rely on model-based valuations rather than market prices for as long as possible. In some cases the only external signal of rising risk may come from the derivatives market, where credit default swaps begin to price in deterioration long before accounting values change.

This dynamic creates a dangerous illusion. Reported values remain stable while economic values erode underneath them. When losses finally appear — often through defaults or forced sales — they arrive suddenly and in concentrated bursts. By that point the markdown reflects only the loans that have already collapsed, while the broader decline in portfolio value has been ignored for years.

If private credit portfolios were forced into true market pricing today, the evidence suggests the haircut could easily approach 30 percent or more across many strategies. That number is uncomfortable, but it aligns with what secondary buyers are already implying and with the discounts required to move private assets in stressed conditions. The danger is not simply the loss itself. It is the delayed recognition.

By postponing market pricing, pension systems and insurers risk transforming what could have been a gradual adjustment into a much larger reckoning later. The longer valuations remain detached from reality, the more dramatic the correction becomes when markets finally impose discipline.

The private credit boom promised stability. But stability created by accounting discretion rather than market pricing is not stability at all. It is simply a markdown waiting to happen — and the longer it is delayed, the larger it is likely to be.

Legal Appendix: When Private Credit Lies Meet ERISA

The growing exposure of retirement systems to private credit creates a legal risk that few pension sponsors appear to be acknowledging.

Private credit assets are typically not marked to market. Their valuations are often based on internal models or manager-supplied estimates rather than observable market prices. That creates the possibility that pension plans are carrying assets at inflated values.

If those valuations are overstated, the consequences extend far beyond investment performance.

They affect ERISA compliance and federal insurance premiums.

Defined benefit pension plans insured by the Pension Benefit Guaranty Corporation (PBGC) must pay annual variable-rate premiums based on underfunding levels. The stronger a plan’s funding ratio appears, the lower its PBGC premium.

But funding ratios depend directly on the reported value of plan assets.

If private credit assets are carried above their true economic value — for example, if the market would impose the kind of 20–30% markdowns increasingly discussed in credit markets — then pension funding ratios are overstated.

Overstated funding ratios mean lower PBGC premiums.

At that point the issue is no longer simply poor investment judgment.

It begins to resemble misrepresentation to a federal insurance program.

The legal exposure does not stop there.

Private credit risks are also surfacing in the annuity market that increasingly replaces pension plans. Pension Risk Transfer (PRT) annuities and fixed annuities in defined contribution plans do not mark liabilities to market either. But credit deterioration eventually reveals itself through two signals markets cannot hide:

• Credit rating downgrades, and
• Rising credit-default-swap (CDS) spreads, which reflect the market’s real-time assessment of insurer default risk.

When those signals emerge, plaintiffs will inevitably ask a simple question:

Did fiduciaries ignore market evidence that the underlying credit risk was deteriorating?

The Supreme Court’s pending Intel ERISA case may determine whether courts remain able to examine opaque investments like private credit at all. If the Court requires plaintiffs to produce perfect benchmarks before discovery, the practical effect will be to shield private-credit valuations from scrutiny — precisely because those assets lack transparent market pricing.

In other words, the Court may decide whether opacity becomes a legal defense.

If the market ultimately forces the 30% markdown in private credit that many analysts now expect, the legal consequences could cascade through the retirement system:

• overstated pension funding ratios,
• reduced PBGC premiums based on inflated assets, and
• annuity portfolios whose risk was hidden until credit spreads exploded.

When that happens, the question will not be whether losses occurred.

The question will be who knew the valuations were unrealistic — and who kept using them anyway.

PBS Sounds the Alarm on Private Credit — A Warning Fiduciaries and Regulators Can No Longer Ignore

Private Debt problematic in ERISA Plans

Indiana has now crossed a line that many fiduciary experts warned was coming. In 2026, the state enacted legislation requiring its public defined contribution retirement plans to provide participants access to cryptocurrency investments. In practical terms, Indiana has become the first state in the country to formally mandate that retirement savers be allowed to invest their pension money in crypto assets. https://www.plansponsor.com/indiana-law-mandates-access-to-crypto-investments-for-state-plan-participants/

The decision represents a dramatic shift in the direction of public retirement policy. While the private sector has flirted with cryptocurrency inside brokerage windows and speculative platforms, most fiduciaries have treated it cautiously due to extreme volatility, valuation uncertainty, fraud risk, and the absence of a long-term performance history. Yet Indiana lawmakers have now moved in the opposite direction—legally requiring access to the very asset class that regulators have repeatedly warned retirement investors to approach with caution.

Reports from pension industry publications describe the legislation as forcing Indiana’s public defined contribution plans to allow cryptocurrency exposure for participants. Rather than restricting speculative assets inside retirement plans, the state has effectively mandated that they be available.

From a fiduciary standpoint, this move raises immediate questions.  Under long-standing pension law principles—particularly the fiduciary standards embedded in ERISA and mirrored in many state pension statutes—retirement assets must be invested prudently and solely in the interest of plan participants. Investments that are excessively risky, poorly understood, or subject to extraordinary volatility present obvious challenges under that standard. https://commonsense401kproject.com/2025/11/03/crypto-as-a-prohibited-transaction-in-401k-plans-target-date-and-brokerage-windows/

Cryptocurrency sits squarely inside that danger zone.  Unlike traditional assets such as stocks, bonds, or real estate, cryptocurrencies have no underlying cash flows, no reliable valuation framework, and extreme price swings that can wipe out large portions of value in short periods of time. The market has repeatedly demonstrated susceptibility to fraud, manipulation, exchange failures, and sudden collapses. These characteristics make crypto fundamentally different from the diversified investments traditionally used to fund retirement security.

That is why many fiduciary analysts have argued that crypto may actually constitute a prohibited transaction in retirement plans when offered by service providers who profit from trading, custody, and platform fees. The structure can create conflicts of interest where plan providers benefit from speculative trading activity rather than long-term retirement outcomes.

Even members of Congress have raised alarms. Senator Elizabeth Warren and other lawmakers have questioned the role of retirement-plan service providers promoting cryptocurrency investments to plan participants, warning that these products expose retirement savers to risks that many do not fully understand.

Indiana’s new law appears to move directly against those warnings. But the crypto decision also cannot be viewed in isolation. Indiana’s pension system has already been deeply involved in opaque alternative investments for years, including private equity, private credit, and hedge fund structures that often operate through confidential contracts and limited disclosure.

One of the most controversial relationships involves Apollo Global Management, the private equity firm long associated with financier Leon Black, whose ties to Jeffrey Epstein generated intense scrutiny across public pension systems. Despite those controversies, Indiana’s pension system has continued allocating large sums to Apollo-related strategies. In 2024 alone, Indiana Public Retirement System reportedly committed roughly $180 million to private equity and private credit investments, including structures connected to Apollo.  https://commonsense401kproject.com/2026/02/05/the-apollo-epstein-files-why-public-pensions-should-reopen-the-2019-divestment-debate/

More broadly, Indiana has billions of dollars invested in alternative assets such as private equity and hedge funds, many of which operate through confidential agreements negotiated outside competitive bidding processes. These arrangements often involve high fees, limited transparency, and valuation practices that differ significantly from public market investments.

Seen in that context, the move toward cryptocurrency looks less like an isolated experiment and more like the next step in a broader shift toward increasingly opaque and speculative investments inside public retirement systems.  First came private equity and private credit—asset classes criticized for hidden fees and opaque performance reporting.  Now comes crypto, an asset class defined not just by opacity but by extreme volatility and the absence of fundamental valuation anchors.

The pattern raises a deeper question about the direction of public pension governance. Retirement systems were originally designed to protect workers’ long-term financial security through prudent diversification and disciplined oversight. Increasingly, however, some systems appear willing to embrace speculative investments that would once have been considered far outside the boundaries of fiduciary responsibility.

Indiana may now hold the distinction of being the first state to mandate access to cryptocurrency inside retirement plans.  Whether it will also become the first test case for whether such investments violate fiduciary law remains to be seen.

Over the last decade, private equity has been sold to pension funds as the cure for everything: low interest rates, weak public-market returns, and supposedly “inefficient” markets that only elite managers can exploit. Yet as the evidence accumulates, a different picture has emerged. Study after study suggests that the performance story underpinning the expansion of private equity into pension portfolios may itself be a carefully constructed illusion. When returns are properly measured and compared, the promised outperformance often evaporates. As documented in the analysis “Private Equity Performance: A Systematic Deception,”   https://commonsense401kproject.com/2026/01/25/private-equity-performance-a-systematic-deception/, the reporting conventions used by private equity managers—particularly the use of internal rate of return and selectively constructed benchmarks—can obscure the true economic performance delivered to investors.

Recent research continues to reinforce this concern. A steady stream of academic and policy studies has challenged the assumption that private equity consistently outperforms public markets. Reports from policy groups and academic researchers have increasingly found that, once fees and risk are properly accounted for, private equity often performs no better—and sometimes worse—than simple public-market alternatives. These findings have been echoed in recent research from Harvard Business School and other institutions examining the structure of private equity returns. In short, the claim that pensions must invest in private equity to meet their obligations is becoming harder to sustain. https://www.evidenceinvestor.com/post/private-equity-in-your-pension  https://pestakeholder.org/reports/private-equity-underperforms/ 

Performance, however, is only part of the story. Private equity also brings unusually high fees and complex risks. When pension plans receive full transparency on these elements—returns, costs, leverage, and contractual structures—the investment often appears far less attractive. In fact, a detailed analysis titled “Private Equity as an ERISA Prohibited Transaction” https://commonsense401kproject.com/2025/10/27/private-equity-as-an-erisa-prohibited-transaction/      argues that, when properly disclosed, many private equity arrangements would struggle to meet the fiduciary standards required under U.S. pension law. Under the Employee Retirement Income Security Act (ERISA), fiduciaries must act solely in the interest of plan participants and must avoid conflicts of interest and excessive compensation. Private equity’s opaque fee structures and related-party arrangements raise serious questions under those standards, as well as under the fiduciary laws governing many state and local public pension systems. UK, Canada, and Austrailian laws are less direct but carry the same overall fiduciary principles.

This creates a fundamental problem. If private equity cannot survive under full transparency, the only way to place it inside pension plans is to obscure it. The growing use of complex investment vehicles—such as layered target-date funds and other multi-asset structures—has increasingly allowed private equity exposures to be embedded within broader portfolios where the underlying contracts and fee arrangements remain difficult for participants to see. As described in the analysis of the H-E-B 401(k) case, these structures can effectively hide private equity exposures inside retirement plans while limiting the ability of participants to evaluate the true costs and risks.  https://commonsense401kproject.com/2026/01/21/the-ny-times-missed-the-real-h-e-b-401k-story/      A WSJ article by Jason Zweig started to look at some of the structures used to hide private equity ie. State regulated CITs  https://commonsense401kproject.com/2025/12/07/wall-street-journal-exposes-target-date-cit-corruption-but-theyve-only-scratched-the-surface/ 

The legal battle over transparency is now reaching the highest levels of the U.S. judicial system. In litigation involving a major corporate retirement plan, participants have sought access to the underlying private equity arrangements embedded in their plan’s investment options. The case has drawn the attention of the U.S. Supreme Court, but notably the Court is not being asked to decide whether private equity itself is legal inside pension plans. Instead, the issue is far more basic: whether plan participants are allowed to see the contracts and information necessary to evaluate the investment at all.

This fight over transparency has attracted extraordinary attention from the financial industry and from regulators. The Department of Labor under the Trump administration—whose political environment included significant financial support from private equity firms such as Apollo, Carlyle, Blackstone, and KKR—submitted arguments supporting a ploy called “meaningful benchmarks” https://commonsense401kproject.com/2026/01/20/why-the-meaningful-benchmark-standard-is-a-judicial-illusion-built-for-wall-street/ that would limit the disclosure obligations faced by plan fiduciaries. If those arguments prevail, the result would be a legal framework in which private equity investments can remain embedded in retirement plans while the participants whose savings are at stake may never see the underlying agreements.

In effect, the Supreme Court case has become a referendum on secrecy. https://commonsense401kproject.com/2026/01/17/the-supreme-courts-intel-case-is-about-secrecy-fake-benchmarks-and-fiduciary-illusions/  If participants are denied access to the relevant information, the legality of the private equity investment can never be meaningfully tested. It could be perfectly lawful—or it could violate fundamental fiduciary duties. But without transparency, the question cannot even be asked.

That reality highlights the deeper issue facing pension systems around the world. The debate is often framed as whether private equity delivers higher returns which looks more suspect every day. Yet the more fundamental question is whether pension beneficiaries have the right to know what they own. If the investment truly benefits them, transparency should strengthen the case for it. If it cannot withstand transparency, the problem may not be the disclosure rules—it may be the investment itself.

The Supreme Court’s Intel decision will therefore determine more than the outcome of a single lawsuit. It will decide whether the legal system allows retirement savers to look inside the black box that increasingly holds their future security. Until that box is opened, the question will remain unresolved: not simply whether private equity performs, but whether it can legally exist inside a pension plan at all.   The temporary blocking of transparency means $billions to the Private Equity industry, while participants will not see the losses until it is too late.

Appendix A – United Kingdom: The Same Problem Under a Different Name

The United Kingdom does not use the American language of ERISA prohibited transactions, but the basic legal problem looks remarkably similar once the fog clears. UK pension trustees operate under a strict “best interests of members” duty and a prudent-person investment standard. The law expects trustees to ensure that pension assets are invested with proper regard for security, liquidity, diversification, and profitability. It also explicitly warns that investments not traded on regulated markets—exactly the category where private equity lives—must be kept at prudent levels.

That framework sounds reasonable until one asks a simple question: how can trustees demonstrate prudence if they cannot even see the full economics of the investment?

Private equity depends heavily on opaque valuations, irregular reporting, and complicated fee layers that are often buried in partnership agreements rather than disclosed in plain view. The more one examines the structure, the more the “best interests” obligation begins to collide with the way the asset class actually operates. Trustees are expected to evaluate performance, compare alternatives, and document why an investment benefits members. But the private equity industry’s preferred reporting conventions—internal rates of return, smoothed valuations, and selective benchmarking—make that evaluation extraordinarily difficult.

UK regulators already understand the problem. The Pensions Regulator has repeatedly warned trustees that private markets require far stronger governance, deeper due diligence, and heightened scrutiny of costs and risks. That warning alone is telling. Investments that are inherently compatible with fiduciary obligations do not usually require constant reminders about the dangers of opacity.

So the British version of the question is slightly different from the American one. It is not simply “Is private equity illegal in your pension?” It is this: how can trustees prove that a highly opaque, illiquid, high-fee asset class satisfies their legal duty to act in members’ best interests when the case for the investment becomes weaker as transparency increases?

In other words, the same contradiction exists in the UK that appears in the United States. Private equity may not violate the law automatically—but the more sunlight applied to the investment, the harder it becomes to reconcile with the duties trustees are sworn to uphold.

---

Appendix B – Canada: Fiduciary Duty Meets the Black Box

Canada’s pension laws differ in structure from ERISA, but they revolve around the same foundational principle: fiduciaries must act prudently and solely in the interests of beneficiaries. Pension administrators are legally required to exercise the care, diligence, and skill of a prudent person managing someone else’s assets. They must also avoid conflicts of interest and ensure that plan governance protects beneficiaries.

That sounds straightforward—until private equity enters the picture.

The private equity model thrives on opacity. Fees are layered and often partially hidden. Valuations are subjective and frequently delayed. Benchmark comparisons are difficult because the investments are illiquid and priced internally. These characteristics are not incidental quirks of the asset class; they are structural features.

For a fiduciary, those features present a problem. Canadian law expects pension administrators to understand the investments they approve and to evaluate whether they genuinely serve the interests of beneficiaries. But how can an administrator confidently perform that duty when the full economics of the investment may not even be visible?

Canada also preserves an important principle that resonates with the transparency fight now unfolding in the United States: beneficiaries have rights to information about the plans that hold their retirement savings. Pension law in several provinces provides inspection rights and disclosure obligations that are meant to prevent retirement systems from becoming black boxes.

Private equity pushes directly against that principle. The industry frequently insists that its partnership agreements and detailed fee arrangements remain confidential. In effect, beneficiaries are asked to trust that their money is being invested prudently while the most important details remain hidden.

So Canada’s version of the debate arrives at the same uncomfortable question facing American courts. If an investment can only function inside a pension plan when its true economics are shielded from scrutiny, how can administrators claim they are fulfilling their fiduciary duty of care?

Canada may not frame the issue as an ERISA prohibited transaction. But the logic leads to the same place: the more opaque the investment structure becomes, the more difficult it is to reconcile with fiduciary responsibility.

---

Appendix C – Australia: Transparency Meets Private Equity

Australia’s superannuation system may provide the clearest international test of the private-equity-in-pensions debate because the regulatory framework places extraordinary emphasis on member outcomes and transparency.

Superannuation trustees are subject to a “best financial interests” duty that requires them to demonstrate that every investment decision benefits members. Regulators also impose extensive disclosure obligations, strict governance standards, and performance testing designed to compare funds against measurable benchmarks.

In theory, this framework should create one of the most transparent retirement systems in the world.

But private equity does not fit comfortably inside that system.

Australian regulators have already expressed concern about the valuation and liquidity risks associated with unlisted assets such as private equity. These investments are difficult to price, often depend on internal valuations, and may be slow to reflect changes in market conditions. When markets fall sharply, public assets reprice immediately. Private assets often move slowly, creating the illusion of stability where none may actually exist.

That illusion can distort performance comparisons, making portfolios appear more stable or more successful than they truly are.

Regulators have therefore pushed for stronger governance, independent valuations, and better oversight of unlisted asset pricing. Those warnings reveal a deeper truth: private equity’s core mechanics sit uneasily inside a system built around transparency and accountability.

The Australian debate ultimately mirrors the American one. If superannuation trustees must prove that every investment serves members’ best financial interests, they must be able to measure its costs, risks, and performance honestly.

Yet private equity’s structure—layered fees, opaque valuations, and limited disclosure—makes that proof extremely difficult.

Which leads to the same unavoidable question now confronting pension systems worldwide: if an investment only works when its true economics remain hidden, does it really belong in a retirement system that is supposed to operate in the open?

A New Peer-Reviewed Paper Lays the Groundwork

This week, Dr. Tom Lambert and I published a peer-reviewed article in the Journal of Economic Issues:

Lambert, T. E., & Tobe, C. B. (2026). “Safe” Annuity Retirement Products and Possible Future U.S. Retirement Risks, Threats, and Shortfalls. Journal of Economic Issues, 60(1), 149–165. https://www.tandfonline.com/doi/full/10.1080/00213624.2026.2613361 https://ir.library.louisville.edu/cgi/viewcontent.cgi?article=1957&context=faculty

The paper was submitted nearly two years ago. Since then, the retirement landscape has changed dramatically: major Supreme Court decisions have reshaped ERISA litigation standards, and Washington has entered a new deregulatory phase at both the Department of Labor and the SEC.  But if anything, the developments of the last two years make the paper more urgent, not less.

For the first time in an academic journal article, we systematically lay out why many annuity structures — particularly fixed annuities and pension risk transfer contracts — may fundamentally conflict with core fiduciary principles embedded in ERISA and the common law of trusts. 

---

1. Annuities Fail the Most Basic Investment Principle: Diversification

The foundational fiduciary rule is simple: do not put all your eggs in one basket.

Fixed annuities violate that rule at their core.

Unlike a diversified bond portfolio, a general account annuity exposes participants to:

• Single-entity credit risk
• Single-entity liquidity risk

Participants are effectively lending 100% of their assets to one insurance company, whose balance sheet they do not control, cannot exit, and often cannot even fully see.

That is not diversification. That is concentration risk disguised as “guarantee.”

Under ERISA’s prudence and diversification standards, this structural concentration alone raises serious prohibited transaction questions when plans enter into these contracts with insurers that are parties in interest.

---

2. The Forgotten Crises: 1992 and 2008

The life insurance industry has already experienced two major stress events in modern times:

• The early 1990s insurance failures (Executive Life and others)
• The 2008 financial crisis (AIG)

Following the 1992 crisis, the Federal Reserve explicitly warned about the structural weakness of guaranteed investment contracts (GICs). These are not diversified investment vehicles — they are insurance promises dependent on the issuer’s claims-paying ability.

In 2008, the Fed made clear that without federal intervention, stable value insurance backing 401(k) plans could have evaporated overnight.

Unlike bank deposits (FDIC) or defined benefit pensions (PBGC), annuities have:

• No federal insurance
• No federal prudential regulator
• State guaranty coverage typically capped at $300,000
• Less than 1% prefunded capacity relative to liabilities

Participants are told they are “guaranteed.” They are not told the guarantee depends on a lightly regulated balance sheet.

---

3. Pension Risk Transfer: Swapping PBGC for Private Credit Risk

We introduce and analyze the rise of Pension Risk Transfer (PRT) annuities — where companies replace PBGC-insured defined benefit pensions with single-insurer annuity contracts.

This is one of the most significant structural shifts in U.S. retirement security in decades.

A diversified pension portfolio backed by federal insurance is replaced with:

• A single insurer obligation
• No federal insurance
• State guaranty patchwork protection

Major litigation is already emerging around these transfers.

The fiduciary question is simple:
Is it prudent to replace a diversified, federally backstopped pension with a concentrated private contract dependent on insurer solvency?

---

4. The Structural Risk Difference: Insurance Contracts vs. Securities

Annuity contracts differ fundamentally from regulated securities:

Diversified Bonds	Fixed Annuity
Marked to market	Not marked daily
Liquid	Illiquid
Sellable if downgraded	Generally locked
SEC regulated	State insurance regulated
PBGC protection (DB)	No federal backstop

When a bond is downgraded, a fiduciary can sell it.

When an insurer is downgraded, participants ride it down.

That is single-entity liquidity risk layered on top of credit risk — and rarely disclosed as such.

---

5. Athene and the Private Equity Model

We analyzed Athene, owned by Apollo, as a case study of the private-equity-backed insurer model.  This was years before the Jeffrey Epstein connection to Athene was exposed.

Academic research now documents how private equity ownership of insurers leads to:

• Increased allocations to private asset-backed securities
• Regulatory capital arbitrage
• Use of affiliated reinsurance
• Greater exposure to commercial real estate and leveraged credit

When annuity premiums become a funding vehicle for private credit strategies, the risk profile changes materially.

Participants are rarely told that their “safe” retirement product may be financing leveraged buyouts or complex structured debt.

---

6. Balance Sheet Reality: TIAA vs. Vanguard Synthetic Stable Value

We directly compare TIAA’s General Account to Vanguard’s diversified synthetic stable value trust.  Since submission TIAA has been the subject of 2 major stories from NBC.

Key differences:

• Vanguard: 74% AA or higher securities; ~96% public and liquid
• TIAA: 12.5% rated securities; ~48% public; significant private and illiquid holdings

Even the most conservative general account insurer holds materially more illiquid and privately valued assets than diversified security-based stable value structures.

Yet both are marketed as “safe.”   The risk is not the same.

---

7. Hidden Spreads: The $Billions Nobody Sees

Perhaps the most underappreciated issue is spread income.

Insurance companies do not primarily charge visible expense ratios.

They:

1. Take participant funds into the general account.
2. Invest at a portfolio yield.
3. Credit participants a lower rate.
4. Keep the spread — often 200 basis points or more.

Public statements have confirmed spreads exceeding 2%.

That is enormous in a low-risk asset class.

These spreads:

• Are generally undisclosed.
• Are not competitively bid in many cases.
• Vary dramatically across nearly identical products.
• Appear disconnected from measurable risk.

In any other fiduciary context, secret, discretionary profit margins of this magnitude would invite scrutiny.

---

8. Pricing Is Arbitrary — Not Risk-Based

We demonstrate that pricing often depends not on underlying risk, but on:

• Negotiating power
• Sales relationships
• Platform constraints
• Opaque crediting rate practices

Two nearly identical products can produce radically different participant returns.

We construct a risk-return efficient frontier showing that many fixed annuities fall well below what fiduciaries would consider efficient.

In other words:  Participants are bearing higher risk for lower return.   That is not prudence.

---

Why This Matters Now

Since our submission:

• ERISA litigation has intensified.
• Pension risk transfer lawsuits have expanded.
• Private credit exposure in insurers has grown.
• Regulatory oversight has loosened.
• Disclosure initiatives face rollback.

Meanwhile, annuities are being aggressively marketed as the solution to retirement insecurity.  Our paper does not argue against lifetime income. It argues that:  If a product violates diversification, embeds hidden spreads, concentrates single-entity risk, and operates without federal prudential safeguards — it must be examined under the prohibited transaction and fiduciary frameworks that govern retirement plans.

This article lays the academic foundation for it.   The courts will ultimately decide where regulators hesitate.

Below are additional annuity blog articles published since the submission of the paper.

Annuities Are a Prohibited Transaction — DOL Exemptions Do Not Work Update 1/21/26

401(k) Disclosures –  Trump DOL moving toward blocking Transparency

Is Your Advisor an “Annuity Whore”?

Fixed Annuities Have Comparables. They Do Not Have Benchmarks.

Fixed Annuities Are the Dirty Secret Hiding in 401(k) and 403(b) Plans

Morningstar: The Referee Who Designs the Insurance Playbook

TIAA’s Target Date Funds Are Built on a Risk Illusion – other firms copying

Retirement Plans Must Demand Downgrade Provisions for Any Annuity

Stable Value: Why General Account and Separate Account Products Are ERISA Prohibited Transactions — and Why Diversified Synthetic Stable Value Is Not

The Stable Value Efficient Frontier

Lifetime Income Annuities in 401(k) Violate ERISA and CFA Fiduciary and Ethical Standards

Annuities – The ERISA Regulatory Hole No One Wants to Talk About

Annuity Risk measured by Credit Default Swaps (CDS)

Offshore Private Credit creates ERISA Prohibited Transaction Risks for Life Insurance Products: New Evidence from BIS

Why Offshore Private Equity and Private Credit Pose ERISA Prohibited Transaction Risks

Why Offshore Structures and Weak State Regulation Make Most Annuities ERISA “Prohibited Transactions”

Diversified Stable Value blocked in 403(b)

Damages -Parties in Interest, Prohibited Transactions, & Disgorgement: TIAA Case Study

Annuity Risks and Hidden Fees: Dangerous to Ignore, Difficult to Measure Damages

TIAA Exposed for Excessive Hidden Annuity Spread Fees — Again

Weak Standards Make Annuities Prohibited Transactions in ERISA Plans

How Insurers Are Making Their Own Annuities More Likely to Be Prohibited Transactions

The Great Annuity Mirage: How ‘Separate Accounts’ Continue to Mislead

State Guarantee Associations behind Annuities are a Joke

Annuities are Prohibited Transactions

Annuities flunk Prohibited Transactions Exemption – SCOTUS ruling will open floodgates of litigation.

SCOTUS’ 9-0 ERISA decision in Cunningham v. Cornell University case– confirms my view on Annuities as Prohibited Transactions

Cerulli Study Exposes Guaranteed Income Annuities on Fiduciary Issues

The DOL made a major step forward with the 404a-(5) fee disclosure in 2012.     These provide solid transparency in 401k plans using SEC registered Mutual Funds.      These disclosure has resulted in high-fee mutual funds being called out in legislation.    Wall Street and the Insurance industry, to hide excessive fees and risks, have moved away from transparent SEC Mutual Fund structures into state-regulated insurance annuity structures and state-regulated CIT structures.     These poorly regulated state structures can allow them to hide Crypto, Private Equity, Private Credit, and annuities.  While prior DOLs have been passive on this issue, the Trump DOL is actively helping to block fee and risk transparency in statements with amicus briefs.

Below is my DOL Comment Letter from 2/25/26    Comment Tracking Number: mm2-zwz3-38pd

Submitted via Federal eRulemaking Portal   https://www.federalregister.gov/documents/2026/02/25/2026-03723/requirement-to-provide-paper-statements-in-certain-cases-amendments-to-electronic-disclosure-safe

U.S. Department of Labor
Employee Benefits Security Administration
Re: Requirement to Provide Paper Statements in Certain Cases – Amendments to Electronic Disclosure Safe Harbor
RIN: 1210–ACXX
Federal Register Document No. 2026-03723

---

Comment Letter – Disclosure Gaps for Annuities and Collective Investment Trusts (CITs)

Dear Sir or Madam:

I appreciate the opportunity to comment on the Department’s proposed amendments to the electronic disclosure safe harbor. While the proposal addresses the format and delivery of disclosures, it does not address a more fundamental problem: the substantive inadequacy of disclosures for certain retirement plan investment vehicles—particularly annuities and collective investment trusts (CITs).

Electronic delivery standards cannot compensate for disclosures that omit material information. In several high-growth retirement products, participants are not receiving the core data necessary to understand risk, cost, regulatory oversight, and conflicts of interest.

I respectfully urge the Department to address the following disclosure deficiencies.

---

I. Annuities in ERISA Plans: Critical Omitted Disclosures

Annuities offered within defined contribution plans frequently lack basic disclosures that would be standard for mutual funds or registered investment products. Specifically:

A. No Mandatory Spread or Embedded Fee Disclosure

Many fixed and group annuity contracts do not disclose:

• The insurer’s earned spread (general account yield vs. credited rate)
• Asset management compensation embedded in the contract
• Affiliate transaction revenue
• Credit-risk charges or capital arbitrage economics

Participants are often shown only a “crediting rate,” without disclosure of:

• The underlying asset portfolio yield
• The insurer’s retained margin
• How crediting rates are determined
• Whether adjustments reflect asset performance or internal discretion

This absence of spread transparency makes meaningful fee comparison impossible and undermines ERISA’s fiduciary standards.

---

B. No Disclosure of State of Issuance or Regulatory Jurisdiction

Participants are not told:

• In which state the annuity contract is issued
• Which state insurance commissioner has primary oversight
• Whether the issuing entity is domiciled offshore (e.g., Bermuda reinsurance arrangements)
• What guaranty association protections apply

Given the decentralized and opaque nature of U.S. insurance regulation, disclosure of regulatory jurisdiction is material. Participants cannot assess insolvency risk without knowing which regulator governs the issuing insurer.

---

C. No Uniform Risk Benchmarking Standard

Unlike mutual funds, fixed annuities do not provide:

• Duration disclosure
• Credit quality breakdown
• Asset allocation
• Stress-test sensitivity
• Comparable benchmarks

Without these, participants cannot assess whether they are being compensated for credit risk or liquidity risk.

---

II. Collective Investment Trust (CIT) Target Date Funds: Structural Opacity

CIT-based target date funds represent a rapidly expanding portion of retirement plan assets. Yet disclosure standards are significantly weaker than for ’40 Act funds.

Participants are often not provided:

• Full look-through holdings
• Underlying asset manager identities
• Layered fee structures
• Affiliate transaction disclosures
• Credit exposures in insurance-wrapped sleeves
• Disclosure of whether embedded annuities exist

Many CITs operate under state banking supervision rather than SEC oversight. Participants are rarely informed:

• Whether the regulator is a state banking commissioner or the OCC
• What disclosure regime governs the product
• Whether federal securities antifraud standards apply

This regulatory ambiguity is material and should be disclosed prominently.

---

III. The Regulatory Identity Problem

The Department should require that all retirement plan investment disclosures clearly state:

1. The primary regulator (SEC, OCC, state banking commissioner, or state insurance department).
2. The legal form of the product (mutual fund, CIT, separate account, general account, group annuity contract, etc.).
3. Whether the product is subject to federal securities laws.
4. Whether the product’s assets are insulated from the sponsor’s balance sheet.

Participants cannot evaluate risk without knowing the legal structure and regulator.

---

IV. Electronic Delivery Without Substantive Transparency Is Insufficient

The proposed rule focuses on delivery mechanisms (paper vs. electronic). However:

• If the content lacks fee transparency, electronic delivery merely accelerates opacity.
• If underlying risks are not disclosed, format reforms are immaterial.
• If embedded compensation and spread economics remain hidden, ERISA’s fiduciary safeguards are weakened.

The Department should not modernize delivery standards while ignoring substantive disclosure gaps.

---

V. Recommended Amendments

I respectfully urge the Department to:

1. Require disclosure of insurer spread and credited-rate determination methodology for all annuity products in ERISA plans.
2. Require disclosure of state of issuance and primary regulator for annuity contracts.
3. Mandate look-through disclosure of underlying holdings and fees for CIT-based target date funds.
4. Require clear identification of the regulatory authority governing CITs.
5. Require disclosure of affiliate relationships between recordkeepers, asset managers, insurers, and CIT sponsors.
6. Establish a “meaningful benchmark” requirement for fixed annuities comparable to stable value or Treasury benchmarks.
7. Clarify that lack of transparency in these areas may implicate prohibited transaction concerns under ERISA §406.

---

VI. Conclusion

Electronic disclosure reform is welcome. But disclosure reform without substantive transparency will not protect plan participants.

Annuities and CIT-based target date funds are among the fastest-growing retirement products. Their regulatory frameworks are fragmented. Their disclosures are often incomplete. Their embedded compensation structures are opaque.

If ERISA’s fiduciary protections are to remain meaningful, participants must be given clear, standardized, comparable, and regulator-specific disclosures.

I appreciate the Department’s consideration and would welcome further dialogue on these issues.

Respectfully submitted,

Christopher B. Tobe
Commonsense 401k Project

The Supreme Court’s Intel Case is About Secrecy, Fake Benchmarks, and Fiduciary Illusions

TIAA’s Target Date Funds Are Built on a Risk Illusion – other firms copying

https://commonsense401kproject.com/2025/11/01/annuities-are-a-prohibited-transaction-dol-exemptions-do-not-work/    https://commonsense401kproject.com/2025/09/15/weak-standards-make-annuities-prohibited-transactions-in-erisa-plans/

Why the “Meaningful Benchmark” Standard Is a Judicial Illusion Built for Wall Street

Wall Street Journal Exposes Target Date CIT Corruption — Opens up Fiduciary Litigation

Insurance Regulation in America: Fifty Watchdogs, One Closed Door

4 Sets of Books: How Trump’s 401(k) Push Opens the Door to Accounting Chaos

State-Regulated Collective Investment Trusts (CITs) as Vehicles for ERISA Prohibited Transactions

Jeffrey Epstein didn’t just sit in a conference room with Leon Black and Marc Rowan. But in the newest batch of Epstein files, he discussed tax strategy and business architecture with them around the early structural formation of Athene, the insurer now central to the modern PRT market. Athene PRTs have caused billions in damages to hundreds of thousands of retirees. This Epstein/Apollo scheme involved switching out a solid, low-risk, low-fee Federally insured pension with a crappy, high-risk, high-hidden-fee Athene annuity. Update 2/28/26 Apollo private credit under pressure Athene major holder. ARI the Apollo REIT which was trading at 77 cents on the dollar was sold in January 26 to Athene for 99.7% Athene appears to be hit with over $1 billion in hidden losses   https://fintool.com/news/ari-athene-9b-portfolio-sale

At their core, Pension Risk Transfers (PRTs) are a mechanism for corporate sponsors to shed pension liabilities and for insurers to extract spread-based profits — at retirees’ expense. While the sales pitch frames PRTs as “risk neutral” or “equivalent” to a traditional defined benefit promise, the economic reality is starkly different: PRTs steal millions in value from retirees and redistribute it to sponsors and insurers.   When a corporate pension is transferred to an insurer: PBGC insurance disappears. The insurer (Apollo) collects upfront profits and ongoing spread economics by investing assets at higher yields than they credit back to retirees.

Retiree “victims” of Athene pension-risk-transfer deals (known, publicly reported)

Below is a non-exhaustive list of plan sponsors whose U.S. defined-benefit pension obligations were transferred to Athene (or Athene subsidiaries) via PRT / group annuity contracts, plus the best publicly available participant counts where disclosed.

A. Large, widely reported Athene PRTs (participant counts disclosed)

• AT&T — PRT reported to cover ~96,000 retirees/beneficiaries.
• Bristol Myers Squibb — liabilities transferred for ~24,000 participants (plan termination context).
• Lockheed Martin — two major Athene buyouts reported covering ~18,000 and ~13,600 participants.
• Lumen Technologies — buyout reported covering ~22,600 participants (Athene listed as insurer in the P&I report table).
• Alcoa — buyout reported covering ~11,200 participants (Athene listed as insurer in the P&I report table).
• Sonoco — group annuity contract reported covering ~8,300 participants/beneficiaries.
• J.C. Penney — Athene reported closing a $2.8B PRT; some reporting pegs the covered group at ~30,000 participants (Athene press release confirms the transaction size/close; participant count is reported elsewhere).

Dana Incorporated — Dana announced transferring its largest U.S. plan obligations to Athene Annuity and Life Company (New York residents carved out to another insurer). Dana’s release does not state a participant count.    https://www.spglobal.com/marketintelligence/en/news-insights/trending/u46aar-z-ku449kpsnreiw2

The net result is a direct transfer of value: From the retiree’s pocket → To the corporate sponsor and the insurer’s shareholders.  It steals millions from retirees over the long term and turns defined benefit pensions into an orphaned credit exposure with no fiduciary backstop.     The Trump DOL supports Apollo/Athene in attempting to block any litigation to protect retirees via its amicus briefs. https://commonsense401kproject.com/2026/01/11/dols-prt-annuity-amicus-brief-dismantling-erisa/  While Jeffrey Epstein is not alive to reap the benefits, his buddies Leon Black and Marc Rowan at Apollo are.

ARI the Apollo REIT which was trading at 77 cents on the dollar was sold in January 26 to Athene for 99.7% I bet Iowa regulators let Athene hide over $1 billion in losses   https://fintool.com/news/ari-athene-9b-portfolio-sale

•  

The Leon Black Culture of Corruption at Apollo – Plans should Divest

      MorningPulse?

Retirement Plans Must Demand Downgrade Provisions for Any Annuity

PRT’s Why Courts Keep Ignoring the Dangers of Pension Risk Transfer Annuities—And Why These Cases Must Be Appealed

DOL’s Pension Risk Transfer Flawed Report

Big Win for Retirees as Pension Risk Transfer Case Against Bristol Myers, State Street, and Athene Proceeds

Public pension trustees are fiduciaries. That means they are required to evaluate not just performance, but governance, integrity, compliance culture, and reputational risk.  When it comes to Apollo Global Management, the pattern is no longer deniable.  This is not about one headline.  It is about two decades of recurring conduct. An article in Pensions & Investments says two major pensions, California Teachers’ and Connecticut, are looking at Apollo, and dozens more should be looked at.

Public Pensions have looked the other way at SEC violations,  the very agency designed to protect them.  So, at the most broad level, pensions should be divesting from Apollo based on their role as an investment manager.  In 2016, the Securities and Exchange Commission fined Apollo $52.7 million for failing to disclose accelerated monitoring fees and conflicts of interest to fund investors. The SEC concluded Apollo misled investors regarding fee practices — one of the largest penalties of its type at the time.   Then came the Epstein revelations.   In 2021, Apollo disclosed to the SEC  that Leon Black had paid Jeffrey Epstein approximately $158 million for purported “professional services.” A Dechert investigation letter stated Apollo itself “did no business” with Epstein and that no other employees engaged him.  In 2025, the SEC ordered Apollo to pay $8.5 million for recordkeeping violations.  But that 2021  explanation and SEC disclosure did not hold up under the most recent release of the Epstein Files  In 2026, the AFT and AAUP formally urged the SEC to investigate Apollo’s 2021 disclosures, citing newly released Epstein files and alleging investor communications may present an “inaccurate and incomplete picture.”   

Apollo manages dozens of underlying portfolio companies within their Private Equity    Parents nationwide have been horrified that accused pedophile Leon Black had access to millions of children’s photos through their company Lifetouch.    Dozens of other Apollo portfolio companies have been fined by numerous Federal Agencies (Source Violation Tracker Database).

The penalties include:

• $210 million – America Online (accounting fraud)
• $191 million – Apollo Education (FTC consumer protection)
• $125 million – Kindred Healthcare (False Claims Act)
• $117 million – Yahoo (privacy violations)
• $104 million – Vencor/Ventas (False Claims Act)
• $45 million – Athene (insurance violations, NY-DFS)
• Numerous additional DOJ, SEC, EPA, FTC, and state attorney general actions

The 2019 Divestment Debate Should Be Reopened

In 2019, multiple public pensions considered divesting Apollo following the Epstein revelations. They ultimately declined after assurances that the matter was personal and resolved.

But since then, New Epstein documents have surfaced.   Pension stakeholders have called for renewed SEC investigation.   Additional regulatory actions have occurred.

Plans need to consider Divestment.

The Apollo / Epstein Files: Why Public Pensions Should Reopen the 2019 Divestment Debate

---

https://www.sec.gov/newsroom/press-releases/2016-165

https://www.sec.gov/Archives/edgar/data/1411494/000119312521016405/d118102d8k.htm SEC Dechert Letter

https://www.aft.org/press-release/aft-aaup-demand-sec-probe-over-apollo-execs-epstein-contacts

Last week, the AG removed pension trustees critical of Apollo and other Private Equity managers Update 2/28/26 Wade Steen is appealing this decision https://www.nbc4i.com/news/politics/former-strs-member-appeals-ruling-argues-he-did-not-breach-his-duty/?

While Columbus debates Leslie Wexner’s legacy, another Epstein-related name sits quietly in the background of Ohio’s teacher pension system:  Apollo Global Management.    

And behind Apollo’s global brand stands the uncomfortable reality that its former CEO Leon Black paid Jeffrey Epstein more than $150 million — much of it after Epstein’s 2008 conviction. The Epstein file release last week contained hundreds of references to Leon Black and, most importantly to current Apollo CEO Marc Rowan and the corporation overall. These new revelations have led to National teacher unions calling for an SEC investigation of Apollo.  http://www.aft.org/sites/default/files/media/documents/2026/Letter_to_SEC_re_Apollo_Global_Management_February_17_2026.pdf    Also, school parents around the country have become alarmed by Apollo-owned LifeTouch having access to millions of child photos.

In June 2021, the Ohio Retired Teachers Association commissioned a forensic review of STRS Ohio titled “The High Cost of Secrecy.” The findings were explosive:  https://www.orta.org/forensic-audit. The Bloomberg story on the STRS report specifically highlights  Apollo https://www.bloomberg.com/news/articles/2021-06-03/private-equity-slammed-by-retirees-in-ohio-pension-fund-report

• Alternative investments underperformed transparent benchmarks by approximately $8.6 billion.
• STRS was paying more than $420 million per year in hidden, unreported fees to alternative managers.
• Many of those alternative allocations included firms like Apollo — firms operating through opaque, no-bid private contracts shielded from public view.

And what happened next?   Instead of a full-scale state investigation into the fee structure and underperformance, Ohio’s political system moved aggressively against trustees aligned with transparency — including Rudy Fichtenbaum and Wade Steen — who were ultimately removed from the STRS board after legal action involving the Ohio Attorney General’s office.   Fichtenbaum and Steen were doing their fiduciary duty by bringing up the alternative losses in the Forensic Review. Fichtenbaum has been a leader for the Ohio Association of University Professors, whose national AAUP was one of the unions filing the SEC complaint on Apollo.   STRS staff and the AG’s office shifted the narrative with the help of the media to focus on an investment concept QED, the trustees mentioned as a concept, and $0 invested and $0 in fees.  QED was a bait and switch to take attention away from billions in alternative underperformance and hundreds of millions in hidden excessive fees paid to alternative managers including Apollo.

Meanwhile, Ohio’s paper of record operates inside the Gannett newspaper chain, whose consolidation was heavily financed by Apollo debt. Conflict of interest does not require a phone call. It requires a capital structure.  If your pension coverage comes from a media chain financially intertwined with the very private equity ecosystem under scrutiny, the public deserves disclosure every time Apollo’s name appears or should appear in this case.

And here is the uncomfortable symmetry:

• Epstein’s network intersected with elite finance.
• Apollo leadership is tied to Epstein through documented payments and relationships.
• Apollo is a manager inside Ohio’s teacher pension alternative portfolio.
• Ohio trustees pushing for exposure of alternative fee leakage are removed.
• Media financially linked to Apollo ignores Forensic Audit findings that shed Apollo and other alternative managers in a negative light.

The Epstein story is not just about who flew where, who was with whom, as Ohioans are seeing with Les Wexner and Ohio State.  It is about how elite finance networks protect themselves. When billions in teacher retirement wealth flow through private equity vehicles connected to executives who appear in Epstein files, and when those billions are shielded by complexity, and when trustees demanding disclosure are removed rather than supported, the question becomes unavoidable: Is STRS protecting teachers — or protecting the alternative investment industry?  Ohio educators do not need press releases.

They need answers:  Full disclosure of every Apollo vehicle held by STRS.  Explanation on why Apollo misled Public Pensions on the extent of their Epstein involvement in 2019.    Total management fees, carried interest, and transaction fees paid since 2008.    Benchmark comparisons versus low-cost public alternatives.
Written explanations for any underperformance relative to passive strategies.

Until that happens, the Epstein shadow will not leave this story — because the issue is not a salacious scandal.  It is power.  And $8.6 billion of Ohio teachers’ and taxpayers’ losses deserves more than silence.

Ohio’s Epstein Blind Spot: While Wexner Dominates Headlines, Apollo’s Leon Black remains in Shadows

The Apollo / Epstein Files: Why Public Pensions Should Reopen the 2019 Divestment Debate

Ohio Media’s Complicity: How a Fake Scandal Hid the Real Teacher Retirement System Corruption

Columbus: The Highest Public Salaries in America — and Ohio Teachers are Paying for It

Misleading Claims of GIPS Compliance at Ohio STRS

https://www.bloomberg.com/news/features/2026-02-13/the-leon-black-files-epstein-was-a-fixer-for-billionaire-s-deepest-secrets?

———————————————————————————————————-

Insurance regulation in the United States is often described as “state-based.” That sounds reassuring. Local accountability. Fifty insurance commissioners. Fifty departments. Fifty sets of eyes.

The reality is far less comforting.  We have 50 separate regulators, each with its own budget constraints, political pressures, industry relationships, and transparency standards. There is no unified federal insurance regulator. No SEC-equivalent for life insurers. No ERISA-style fiduciary overlay governing retail annuities.

Instead, we have coordination through the National Association of Insurance Commissioners (NAIC). And that’s where the real story begins.

---

The NAIC: The Quiet Nerve Center of Insurance Regulation

While insurance regulation is technically state-based, the NAIC writes the model laws, develops solvency standards, drafts accounting rules, and coordinates national policy.

State regulators almost uniformly adopt NAIC models. When NAIC moves, the states follow.

Which means this private, membership-based organization effectively shapes the rules governing:

• Trillions in life insurance reserves
• Over $2 trillion in individual annuity reserves
• The solvency standards protecting retirees
• The accounting treatment of general account assets
• The risk-based capital formulas that determine whether insurers survive or fail

And yet, for something that central, transparency has lagged far behind modern expectations.

---

The Velvet Rope Around “Public” Meetings

Peter Gould — a retiree and annuity contract owner — submitted a formal amendment proposal to the NAIC Executive Committee on August 7, 2025.http://petergould.com/PG-NAIC%20PROPOSED%20CHANGE-EC-MEETING%20ACCESS%20&%20RECORDINGS-2025-08-PROPOSAL%20&%20REDLINE%20AMENDMENT.pdf

His request is remarkably simple: If a meeting is designated “public,” then livestream it for free.  Archive the recording.  Post the materials.

No paywall. No $875 virtual attendance fee. No closed archive.

In his own words, Gould explains that as an annuity owner, he depends on regulators to proactively prevent insurer insolvency — yet he has no contractual rights to ensure that happens.

He is entirely dependent on regulatory competence and regulatory transparency. But if a retiree wants to virtually attend a public NAIC session, the cost can be hundreds of dollars. If he misses a meeting, the only official record may be curated minutes — which, as Gould notes, are a “summation rather than a complete transcript.”

The technology already exists. NAIC already livestreams internally. Webex links can be posted. Archiving is trivial. The barrier is not technical. It is institutional.

---

What Gould Is Actually Asking For

In his formal talking points submitted to the Executive Committee

, Gould outlines a proposal that would:

1. Livestream all public meetings without charge
2. Archive recordings and make them freely accessible
3. Post meeting materials in a timely manner
4. Maintain reasonable registration controls (but no payment requirement)

He notes that NAIC’s credibility depends on trust and broad stakeholder engagement — yet practical access barriers restrict participation to well-resourced entities and industry-paid lobbyists.    That is the heart of the issue.  If only large insurers and trade groups can afford full participation, the appearance — and perhaps the reality — becomes regulatory capture.

---

The Outdated Videotaping Policy

The current NAIC policy statement on videotaping dates back to 1998 and was revised in 2010.   It predates the Webex era. It predates routine livestreaming. It predates modern digital transparency standards.

Gould’s redline amendment would modernize the policy to explicitly require livestreaming and recording of all public meetings and to display access information directly on NAIC’s website. This is not radical. http://petergould.com/PG-NAIC%20PROPOSED%20CHANGE-EC-MEETING%20ACCESS%20&%20RECORDINGS-2025-08-PROPOSAL%20&%20REDLINE%20AMENDMENT.pdf

Federal agencies routinely livestream and archive proceedings.  State legislatures do the same.  City councils do the same.   Why is insurance regulation different?

---

Why This Matters for Annuities

As argued previously in “Annuities: The ERISA Regulatory Hole No One Wants to Talk About,” retail annuities sit outside ERISA’s fiduciary framework and are governed almost entirely through state insurance regulation.

If that regulatory system is fragmented and opaque, then trillions of retirement dollars rest on a structure that is:

• Non-uniform
• Politically sensitive
• Industry-influenced
• Largely invisible to the public

Insurance companies operate through general accounts that are not benchmarked like mutual funds. Spread is undisclosed. Asset allocation is opaque. Private credit exposures are growing.

The one safeguard consumers have is solvency regulation.

If the solvency regulators operate behind velvet ropes, that safeguard weakens.

---

Fifty Regulators — But One Gatekeeper

The NAIC is not a federal agency. It is a standard-setting body composed of state regulators. It is deeply influential, yet structurally private.

That hybrid status creates ambiguity:

• Not fully public
• Not fully private
• Not fully accountable
• Not fully transparent

Gould’s proposal is modest. It does not change capital standards. It does not alter accounting rules. It does not weaken solvency requirements.

It simply says: If a meeting is public, let the public see it.

---

Transparency Is Not Anti-Insurance

Supporting this proposal is not anti-insurer. It is not anti-regulator.

It is pro-legitimacy.

In an era of:

• Private credit expansion inside life insurers
• Offshore reinsurance structures
• Bermuda-based balance sheet engineering
• Rising scrutiny of insurer asset risk

Public confidence in solvency regulation matters more than ever.  If regulators are doing strong work, transparency strengthens them.   If regulators are under pressure, transparency protects them.

---

Why I Support Peter Gould

Gould is not a hedge fund.
Not a trade association.
Not a plaintiff’s firm.

He is a retiree who depends on annuity contracts for income he cannot outlive.

He is asking for basic visibility into the regulatory body that determines whether his insurer remains solvent.  That is not radical.

That is commonsense.

---

The Bigger Picture

Insurance regulation in America has always been decentralized. That is unlikely to change.  But decentralization does not require opacity.

If the NAIC wants to reinforce its leadership position, it should embrace full transparency of public proceedings — livestreamed, archived, and freely accessible.

Because when trillions in retirement assets depend on solvency standards written in committee rooms, the public should not have to pay admission to watch.

Transparency is not a threat to insurance regulation.  It is the only way to preserve trust in it.

New York progressives have never been shy about demanding that public pensions align with public values. They have pushed divestment from fossil fuels.
They have called out Palantir.   They have criticized excessive private equity fees.  They have criticized investments linked to genocide in Gaza

Why is Apollo Global Management still deeply embedded in New York’s public pensions?    They are worst of worst

And why has there been no serious divestment debate in Albany or City Hall, despite renewed scrutiny of Apollo’s leadership over their documented ties to Jeffrey Epstein?  New and disturbing information on pedophile issues around Leon Black and ownership of school photo firm Lifetouch are in the news daily.

---

The Money Is Not Small

New York’s exposure to Apollo is not theoretical. It is massive and multi-vintage. Near $1 billion

According to New York State Common Retirement Fund (NYSCRF) reports and transaction disclosures:

• August 2013 — Apollo Investment Fund VIII, L.P.
  $400 million commitment
• 2015 (report dated August 2015) — Apollo Natural Resources II, L.P.
  $400 million commitment
• December 2021 — Apollo Impact Mission Fund
  $150 million commitment
  (Monthly report describes Apollo as an “existing relationship”)
• December 2022 — Apollo Investment Fund X, L.P.
  $350 million commitment
• March 2023 — Apollo Excelsior PE Co-Invest, L.P.
  $350 million commitment
• https://commonsense401kproject.com/2026/02/05/the-apollo-epstein-files-why-public-pensions-should-reopen-the-2019-divestment-debate/

New York City pensions—including the Teachers’ Retirement System (TRS NYC)—have also been reported to have commitments to Apollo funds.

This is not a legacy relationship winding down.
It is active, expanding, and ongoing.

---

The Epstein Question Is Not Going Away

Leon Black paid Jeffrey Epstein more than $150 million over years, including after Epstein’s 2008 conviction. Marc Rowan and other Apollo executives have faced renewed scrutiny following document releases and calls from national organizations for regulatory review.   As reported in FT,  Marc Rowan lied or at best, misled public pensions on the extent of their involvement with Jeffrey Epstein.

The American Federation of Teachers (AFT) and American Association of University Professors (AAUP) have formally urged the SEC to investigate disclosures relating to Apollo executives’ contacts with Epstein.   https://www.aft.org/press-release/aft-aaup-demand-sec-probe-over-apollo-execs-epstein-contacts   Hopefully, this will lead to their member trustees calling for divestment nationwide.

New York is home to some of the most progressive pension governance rhetoric in the country. Yet there has been no sustained demand that:

• NY Stat re-underwrites its Apollo relationship
• NYC pensions conduct a public governance review
• Trustees disclose how reputational risk is assessed

---

The $59 Billion Fee Problem

• New York pensions have already been criticized for excessive private equity fee leakage—what has been described as $59 billion in excessive costs over time through opaque private markets structures. https://commonsense401kproject.com/2026/01/18/ny-pension-called-out-for-59-billion-in-excessive-fees/

Progressives regularly argue that private equity extracts wealth from workers and communities.

Apollo is one of the largest beneficiaries of that structure.

If New York believes private equity fees function as a hidden tax on retirees, then the firm receiving hundreds of millions in commitments deserves enhanced scrutiny—not immunity.

---

Marc Rowan’s Expanding Political Role

Besides Epstein ties Marc Rowan’s reported appointment to a Trump-era Gaza advisory board adds a geopolitical dimension that many progressive voters will find troubling.   Most progressives oppose the Genocide in Gaza, so this should be especially disturbing. 

Public pensions must consider not only financial performance but governance risk, reputational exposure, and political entanglement.

---

Comptroller Candidates Have Already Set the Standard

Comptroller candidates Drew Warshaw and Raj Goyle have already called for:

• Divestment from Palantir
• Divestment from fossil fuels
• Reduction of excessive private equity fees

Apollo Global Management is the largest private equity owner of hospitals in the United States, controlling approximately 220 facilities across 36 states through Lifepoint Health and ScionHealth Senate investigators found that Apollo holds a 97% ownership stake in Lifepoint, which pays Apollo $9.2 million annually in management fees and has paid substantial transaction fees, including a $55 million fee tied to a major acquisition These payments occurred while Apollo-owned hospitals faced service cuts, staffing reductions, declining patient satisfaction, and failure to meet legally binding capital expenditure commitments

Public Citizen and the Private Equity Stakeholder Project identify Apollo among private equity firms backing oil and gas companies drilling on federal lands since 2017, with inadequate bonding to cover potential cleanup liabilities. The report estimates that private equity-backed drillers could leave taxpayers exposed to hundreds of millions of dollars in environmental remediation costs, as bonding requirements cover only a small fraction of potential cleanup obligations

https://www.drewwarshaw.com/ideas/dinapolitax

Our Vision

The Fiduciary Standard Cuts Both Ways

This is not a call for performative politics. It is a call for fiduciary consistency.

A proper review would require:

1. Public disclosure of total exposure to Apollo across all NY state and city plans
2. A formal board discussion of reputational and governance risk
3. Review of all side letters and fee structures
4. Independent counsel analysis of whether prior disclosures relied upon by trustees remain accurate in light of newly surfaced information

If the conclusion after such review is to maintain the relationship, so be it. But silence is not prudence.

---

The Political Reality

New York prides itself on progressive pension leadership. Yet Apollo continues to receive fresh commitments—Fund X in 2022, co-investments in 2023—while national headlines about executive ties to Epstein resurface. The question for Albany and City Hall is straightforward:  Are New York pensions governed by values and transparency—
or by inertia and access?

---