Full opinion text
OPINION CHAGARES, Circuit Judge. We are called upon once again to address litigation arising out of a tax avoidance scheme devised in the late 1980s. Defendant James Barrett, a financial planner, induced the plaintiffs, four small New Jersey corporations and their respective owners, to adopt an employee welfare benefit plan known as the Employers Participating Insurance Cooperative (“EPIC”). EPIC’s advertised tax benefits, the plaintiffs discovered years later, were illusory; the scheme masqueraded as a multiple employer welfare benefit plan, but in fact was a method of deferring compensation. After the Internal Revenue Service audited the plaintiffs’ plans and disallowed certain deductions claimed on their federal income tax returns, the plaintiffs initiated this suit against Barrett and other entities involved in the scheme. They asserted claims under the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §§ 1001-1461; the civil component of the Racketeer Influenced and Corrupt Organization Act (“RICO”), 18 U.S.C. §§ 1961-1968; and New Jersey statutory and common law. A jury found Barrett liable on the plaintiffs’ common law breach of fiduciary duty claim, but not liable on their RICO claim. The District Court held a bench trial on the ERISA claim and issued partial judgment for the plaintiffs. The parties raise a litany of challenges to rulings made by the District Court over the course of the proceedings. Several of their claims present matters of first impression in this Circuit. For the reasons that follow, we will affirm the District Court in most respects. On the issues of whether the District Court properly deemed certain state law causes of action preempted by ERISA, properly held certain ERISA claims time-barred, and properly limited the jury’s consideration of one theory of recovery under RICO, we will vacate and remand for further proceedings. I. A. EPIC was a complex tax avoidance scheme designed to exploit 26 U.S.C. § 419A(f)(6), a tax code provision that exempts “10-or-more-employer plans” from limitations on employers’ deductions for contributions to employee welfare benefit plans. See IRS Notice 95-34, 1995-1 C.B. 309. Promoters of EPIC marketed it to closely held corporations as a means of obtaining two attractive tax benefits: preretirement, it permitted employers to claim large deductions for contributions to employee benefit plans, and post-retirement, it promised owner-employees a stream of tax-free, annuity-like payments. Defendant Ronn Redfearn, a now-deceased insurance salesman, created EPIC. He formed defendant Tri-Core, Inc., a corporation that has since filed for bankruptcy protection, to administer employee benefit plans that conformed with EPIC’s specifications. EPIC purported to be a multiple employer welfare benefit plan and trust, but in fact was an umbrella structure within which discrete employee welfare benefit plans operated. To join EPIC, a participating corporation signed a standard form contract drafted by Tri-Core and titled the “EPIC Welfare Benefit Plan and Trust Adoption Agreement” (“Adoption Agreement”). An Adoption Agreement established an employee welfare benefit plan funded by employer contributions, set up a trust to hold plan assets, and generally bound the employer to the terms of participation in EPIC. It denominated the employer as the plan fiduciary and administrator, but also required the employer to delegate “substantial ministerial functions” to Tri-Core. In particular, Tri-Core was responsible for formulating rules necessary to administer the plans, determining employees’ eligibility for benefits, processing claims, collecting and accounting for premiums, and directing others with respect to plan administration. Tri-Core selected two group term life insurance policies as the only investment vehicles for the plans. The Inter-American Insurance Company of Illinois initially issued the policies, but after it declared bankruptcy in 1991, defendant Commonwealth Life Insurance Company (“Commonwealth”) began issuing the policies. One of the products, the Millennium Group 5 (“MG-5”) policy, provided participants with a fixed pre-retirement death benefit, charged premiums commensurate with risk, and extended to participants an option to convert to an individual life insurance policy upon retirement or termination of employment. The second product was the continuous group (“C-group”) policy. A C-group policy consisted of two phases: an accumulation phase and a payout phase. In the accumulation phase, the employer made contributions (in the form of insurance premiums) to a group term life insurance policy that funded a guaranteed pre-retirement death benefit for an employee’s beneficiaries. The policies were valued at a multiple of the employee’s most recent annual salary. C-group premiums far exceeded premiums for conventional life insurance policies, often by a multiple of four to six. The portion of the premium necessary to fund the death benefit was set aside for that purpose. The remainder of the premium — the difference between the C-group premiums and the actual cost of insuring the employee’s life — was reserved as so-called “conversion credits.” Conversion credits were maintained in a “premium stabilization reserve fund,” an account that guaranteed policy holders a minimum interest rate. To transition to the payout phase, the employee could convert from the group term life insurance policy to an individual life insurance policy. Conversion could occur under five circumstances, including retirement or termination of employment. Upon conversion, the death benefit from the group policy would transfer to the employee’s individual policy, as would conversion credits from the interest-bearing account. The value of the transferred conversion credits was calculated at the time of conversion and was not guaranteed. A portion of the conversion credits was earmarked for lowering the post-retirement premium to the premium associated with the employee’s age at the time of entry into EPIC rather than at the time of conversion. Surplus conversion credits not necessary for keeping the policy in force were then made available to the employee, who could borrow against the policy at an interest rate identical to that of the interest-bearing account in which the conversion credits were held. That is, the employee could withdraw funds from the policy as a loan that would never be repaid. In this way, the employee could access, as tax-free income, excess funds paid as “contributions” by the employer to the plan. As mentioned, EPIC called for establishment of a trust to hold and manage each plan’s assets. A number of banks were designated trustees of EPIC plans over the course of EPIC’s operation. In practice, Tri-Core, not the trustees, directed the management of plan assets; the trustee operated only as a pass-through entity. When an employer adopted an EPIC plan, Tri-Core instructed the trustee to purchase the mix of MG-5 and C-group life insurance products selected by the employer. The employer then deposited its contributions with the bank trustee on a biannual or quarterly schedule, and the trustee remitted the premiums to Commonwealth’s general asset account. Commonwealth thereafter placed a portion of the payments in the premium stabilization reserve fund. As the architect, promoter, and manager of EPIC, Tri-Core received a commission from Commonwealth on each C-group policy it sold. Commonwealth paid Tri-Core out of its general asset account and set the commission rate at a percentage of the employers’ annual contributions. TriCore typically received up to 85% of employer contributions in the first year of the policy and approximately 6% in subsequent years, and then redistributed part of its commission to the insurance broker who sold the EPIC plans. B. Redfearn enlisted defendant James Barrett in 1989 to market EPIC to closely held corporations with few employees and principals between the ages of 45 and 60. At the time, Barrett was a financial planner employed by Cigna Financial Advisors, Inc. In the years that followed, Barrett provided financial planning advice to each of the plaintiffs: Michael Maroney, Sr. and Michael Maroney, Jr., executive officers of Universal Mailing Service, Inc. (collectively, the “Universal Mailing plaintiffs”); Jose Caria and Margit Gyantor, executive officers of Lima Plastics, Inc. (collectively, the “Lima Plastics plaintiffs”); Rocque Dameo and Daniel Dameo, executive officers of Finderne Management Company, Inc. (collectively, the “Finderne plaintiffs”); and Kenneth Fisher and Frank Pánico, executive officers of Alloy Cast Products, Inc. (collectively, the “Alloy Cast plaintiffs”). We hereinafter refer to the four corporations as the “corporate plaintiffs” and the eight executive officers as the “individual plaintiffs.” Acting as Tri-Core’s regional agent for New Jersey, Barrett introduced EPIC to the individual plaintiffs and recommended that their companies establish employee benefit plans within the EPIC umbrella. Barrett plied them with projections of their tax-free retirement income, brochures and other marketing materials produced by Tri-Core, and a legal opinion letter that vouched for the validity of the favorable tax benefits. Employers’ inflated contributions to the plans’ group insurance policies, Barrett represented, were fully deductible as business expenses, and employees with C-group policies could expect tax-free retirement income. Barrett did not explain that the conversion credits — the source of the projected post-retirement income — were not guaranteed, but in fact were calculated by Tri-Core at the time of conversion. Finding Barrett persuasive, each of the corporate plaintiffs elected to establish an employee welfare benefit plan within EPIC. They did so primarily because they believed that it would provide them a tax-advantageous way to save for retirement. Between 1990 and 1992, each executed an Adoption Agreement with Tri-Core. Per the Adoption Agreements, the corporate plaintiffs assumed the role of sponsor and administrator of their employee welfare benefit plans. As administrators, they selected one of the two life insurance products designated by Tri-Core — the MG-5 policy or the C-group policy — for each employee. On Barrett’s recommendation, the corporate plaintiffs purchased C-group policies for each of the individual plaintiffs and MG-5 policies for other employees in the company. In other words, the individual plaintiffs designed the plans to generate tax-free post-retirement income for themselves, but not for their employees. As required by their Adoption Agreements, the corporate plaintiffs delegated most of their plan management and investment duties to Tri-Core. Tri-Core and Barrett (acting as an agent of Tri-Core) frequently sent the corporate plaintiffs invoices for their quarterly or biannual premiums. They also collected the corporate plaintiffs’ plan contributions and forwarded the payments to the trustees. Barrett served as TriCore’s contact person for the plaintiffs, fielding their inquiries about plans and benefits. He was not named a fiduciary of the employers’ plans, nor did he have discretion to manage or invest plan assets. The Universal Mailing and Alloy Cast plaintiffs were notified when they established their plans that Tri-Core would receive a commission on the purchase of their life insurance contracts, but they were not provided information on the amount of the commission, who paid it, or how it was calculated. From its commission, Tri-Core paid Barrett the equivalent of 40-50% of the corporate plaintiffs’ first-year plan contributions and 3% of their contributions in subsequent years. Barrett, in turn, distributed a portion of his commission to co-brokers. Some of the plaintiffs were aware that Barrett received commissions, but he did not tell them how much he was paid or how his compensation was calculated. Between 1990 and 1997, the corporate plaintiffs each made contributions to their plans totaling several hundred thousand dollars. On their federal income tax returns, they deducted the contributions in full as ordinary and necessary business expenses pursuant to 26 U.S.C. § 162. In 1995, the Internal Revenue Service (“IRS”) issued Notice 95-34, which concerned employer trust arrangements premised on the same scheme as EPIC. See 1995-1 C.B. 309. The Notice explained that the arrangements do not satisfy the 10-or-more-employer-plan exemption provided by § 419A(f)(6) because they call for individual plans maintained by each employer. Employers, the IRS warned, should expect disallowance of deductions for contributions made to such plans. The Notice characterized EPIC-style plans as providing deferred compensation subject to taxation. In 1997 and 1998, the IRS audited certain tax returns of each of the corporate plaintiffs. Consistent with its- position in the Notice, the IRS disallowed most of their deductions. Each corporate plaintiff incurred over $100,000 in fees and taxes or penalties. II. A. The Finderne plaintiffs and Alloy Cast plaintiffs initiated separate actions in New Jersey Superior Court against Barrett and related defendants in 1999. Asserting a number of state law claims, they alleged that Barrett’s fraudulent misrepresentations about the tax benefits of the plan caused them substantial economic injury. The trial judges in those actions issued judgments for the defendants on the basis that the claims were preempted by ERISA and that federal courts retain exclusive jurisdiction over the ERISA claims. Finderne Mgmt. Co. v. Barrett, 355 N.J.Super. 170, 809 A.2d 842, 847 (N.J.Super.Ct.App.Div.2002). The cases were consolidated on appeal and the Appellate Division of the New Jersey Superior Court reversed, holding that ERISA did not preempt the state law claims. Id. at 856. The court first determined that although the EPIC structure itself was not a multiple employer employee welfare benefit plan under ERISA, each individual employer plan did constitute an ERISA employee benefit plan. Id. at 850-51. The court nevertheless determined that ERISA did not preempt the plaintiffs’ state law claims because the harm alleged — reliance on misrepresentations about the tax benefits of the EPIC model made in the course of marketing EPIC— occurred before the corporate plaintiffs established their individual ERISA plans. Id. at 855. The challenged conduct, therefore, did not “relate to” an ERISA plan. Id. (applying 29 U.S.C. § 1144(a)). Moreover, the court explained, Barrett’s alleged misrepresentations that the plans would qualify for favorable tax treatment did “not impact the structure or administration of the ERISA plans; they [did] not relate to any state laws that regulate the type of benefits or terms of the ERISA plan; they [were] unrelated to laws creating reporting, disclosure, funding or vesting requirements or the plans; and they [did] not affect the calculation of plan benefits.” Id. at 855. On remand, the Finderne plaintiffs added a federal RICO claim which, along with a common law breach of fiduciary duty claim, was tried before a jury. The jury returned a verdict for the plaintiffs and awarded approximately $70,000 in damages. The judgment was affirmed on appeal. Finderne Mgmt. Co. v. Barrett, 402 N.J.Super. 546, 955 A.2d 940 (N.J.Super.Ct.App.Div.2008). The Alloy Cast plaintiffs’ case on remand was removed to federal court and consolidated with this case. B. In December 2000, the plaintiffs initiated this action in the United States District Court for the District of New Jersey. The amended complaint asserted eighteen claims against seventeen defendants, but the only allegations relevant here are that Tri-Core and Barrett intentionally misrepresented or failed to disclose material information about EPIC. In general, the claims fall into three substantive theories of liability. Tri-Core and Barrett allegedly (1) misrepresented the tax risks and benefits of the plans, (2) concealed then-extraction of commissions from the plaintiffs’ contributions to the plans, and (3) misrepresented the ability of plan participants to access conversion credits in their premium rate stabilization funds. Against Barrett, the corporate plaintiffs asserted claims under ERISA § 502(a)(2) and (a)(3) for violations of the duties imposed by ERISA §§ 404, 405, and 406. In addition, the plaintiffs asserted five civil RICO claims under 18 U.S.C. § 1964(c), as well as nine state statutory and common law claims, including breach of fiduciary duty. The parties filed cross motions for partial summary judgment. With respect to the Finderne plaintiffs, the District Court granted summary judgment in favor of Barrett on all claims that were or could have been asserted in the state court proceeding. What remained were the Finderne plaintiffs’ ERISA claims, which survived because Congress vested federal courts with exclusive jurisdiction over most ERISA claims. See 29 U.S.C. § 1132(e). The District Court next turned to Barrett’s contention that he was not a proper defendant under ERISA § 502(a)(2) and (a)(3). Barrett was not a fiduciary with respect to the plans, the court explained. In effect, this legal conclusion necessitated the grant of summary judgment to Barrett on the § 502(a)(2) claim, for that provision only provides a cause of action against ERISA fiduciaries. See 29 U.S.C. §§ 1109, 1132(a)(2); Mertens v. Hewitt Assocs., 508 U.S. 248, 252-53, 113 S.Ct. 2063, 124 L.Ed.2d 161 (1993). But Barrett’s status as a nonfiduciary, the court continued, did not preclude potential liability under § 502(a)(3), for that provision permits claims for equitable relief against knowing participants in a fiduciary’s breach of its fiduciary obligations under ERISA. By requesting disgorgement of Barrett’s commissions, the court determined, the plaintiffs sought “appropriate equitable relief’ within the meaning of § 502(a)(3). The court also rejected Barrett’s argument that the ERISA claims were barred by the statute of limitations set forth in 29 U.S.C. § 1113 because no evidence revealed when the plaintiffs became aware of Tri-Core’s commissions. Finding a number of remaining disputes of material fact, the court denied the plaintiffs’ motion for summary judgment on the § 502(a)(3) claim. Finally, the District Court addressed Barrett’s argument that certain state law claims (asserted by the Alloy Cast, Lima Plastics, and Universal Mailing plaintiffs) were preempted by ERISA § 514(a). Reasoning that state law claims based on misrepresentations made by Barrett about tax advantages did not “relate to” the individual ERISA plans because they pre-dated the plans’ formation, the court found no ERISA preemption. The court next considered state law claims concerning Barrett’s alleged misrepresentations about conversion credits and commissions made before and after the ERISA plans were established. Because those claims “related to” alleged misconduct in the administration of the plans, the District Court held, they were preempted. C. The District Court bifurcated the claims into those that would be decided by a jury (the RICO and state law claims) and those that would be decided by the court in a bench trial (the ERISA claims). For the sake of judicial economy, the court held one two-week trial in November and December of 2009. As a result of the summary judgment ruling and the plaintiffs’ withdrawal and settlement of claims, only the ERISA, RICO, and common law breach of fiduciary duty claims against Barrett remained by the end of the trial. Consistent with the rationale of the preemption ruling, the common law breach of fiduciary duty claim concerned only Barrett’s alleged pre-plan misrepresentations about EPIC’s tax benefits. The ERISA claims were narrowed to Barrett’s alleged participation in Tri-Core’s breach of the fiduciary duties imposed by ERISA §§ 404(b) and 406(b). Over the plaintiffs’ objection, the District Court instructed the jury not to consider evidence pertaining to Tri-Core and Barrett’s commissions in their deliberations on the RICO claim. The jury returned a verdict for Barrett on the RICO claim and for the plaintiffs on the common law breach of fiduciary duty claim. It awarded the plaintiffs the damages they incurred as a result of the IRS audits: $128,925 to the Alloy Cast plaintiffs, $133,415 to the Lima Plastics plaintiffs, and $176,643 to the Universal Mailing plaintiffs. Barrett promptly requested apportionment of damages between Barrett and other tortfeasors — namely, Tri-Core and Redfearn. Over the plaintiffs’ objection, the court gave the instruction, and the jury determined that one half of the plaintiffs’ loss was attributable to Tri-Core and Redfearn. That determination halved the damages recoverable from Barrett. The parties filed several post-trial motions. In a series of decisions, the court granted Barrett’s motion for judgment as a matter of law on the plaintiffs’ demand for punitive damages; denied the plaintiffs’ motion for a new trial on their civil RICO claims; and denied the plaintiffs’ motion for judgment as a matter of law with respect to the jury’s apportionment of damages. Some time later, the court issued its findings of fact and conclusions of law with respect to the ERISA claims. As had been established by the summary judgment ruling, the claims only concerned misrepresentations made with respect to commissions and the accessibility of convérsion credits, both of which occurred after the establishment of the plans. The court reiterated that while the EPIC framework was not a “multiple employer” welfare benefit plan within the meaning of ERISA § 3(40), each individual plan at issue in this case was covered by ERISA as a “single-employer plan,” as defined by ERISA § 3(41). See 29 U.S.C. § 1002(40), (41). Turning to the status of the defendants, the District Court reaffirmed that TriCore was a fiduciary under ERISA § 3(21)(A), 29 U.S.C. § 1002(21)(A), but Barrett was not. The court determined that Barrett nevertheless could be held accountable under § 502(a)(3) if he knowingly participated in Tri-Core’s violation of substantive ERISA provisions. The District Court next ruled that Tri-Core breached its fiduciary obligations imposed by ERISA § 406(b)(3), but not §§ 406(b)(1) or 404. Taking the § 404 claim first, it explained that Tri-Core did not misrepresent the accessibility of conversion credits in the reserve fund because the plan documents clearly stated that no employee was entitled to employer contributions. Nor did Tri-Core misappropriate plan assets for its own account, an act that would have violated § 406(b)(1), because Tri-Core was no longer a fiduciary when Commonwealth paid its commissions and Commonwealth did not pay its commissions out of plan assets. Regarding the plaintiffs’ theory that Tri-Core received excessive compensation, the court explained that the only relevant testimony in the record confirmed that the compensation was reasonable under industry norms. Finally, to the extent that § 404 imposed a duty on Tri-Core to disclose the fact and amount of its commissions, the court found that any nondisclosure did not harm the plaintiffs because the plans provided guaranteed benefits. Tri-Core’s receipt of commissions from Commonwealth, however, did run afoul of § 406(b)(3), according to the District Court. Section 406(b)(3), ERISA’s anti-kickback provision, bars a fiduciary from receiving consideration in connection with a transaction involving plan assets. 29 U.S.C. § 1106(b)(3). The District Court found that Tri-Core promoted Commonwealth’s policies as investment vehicles for the plans knowing that it would draw a handsome salary from Commonwealth on each C-group policy it sold. This gave Tri-Core an incentive to recommend that the plaintiffs choose C-group policies as plan assets. Indeed, EPIC depended on funding the plans with C-group policies. Section 406(b)(3), the court concluded, forbids this sort of symbiotic relationship between a plan fiduciary and an institution offering funding vehicles for the plan. The reasonableness of Tri-Coie’s commissions, the court next determined, was no defense. Whether or not Tri-Core’s commissions were reasonable, § 406(b)(3) erects a categorical bar to such compensation. The court found that an abundance of evidence established that Barrett knew about and actively assisted in Tri-Core’s violation of § 406(b)(3). Accordingly, the court concluded that Barrett was liable under § 502(a)(3) for his knowing participation in Tri-Core’s § 406(b)(3) violation, and it issued judgment for the plaintiffs on that claim. Disgorgement of one-half of the commissions Barrett received in connection with bis sale of EPIC to plaintiffs, the District Court determined, would most equitably remediate their injuries. Exercising its discretion, the court applied a prejudgment interest rate of 3.91% and declined to award the plaintiffs attorneys’ fees and costs. Both parties moved to amend the judgment. The District Court granted in part and denied in part the motions. Reversing its prior ruling, it held the Alloy Cast and Universal Mailing plaintiffs’ ERISA claims were time-barred in light of evidence establishing their awareness, dating to 1990, of Tri-Core’s § 406(b)(3) violation. The parties’ remaining contentions, the court concluded, had already been resolved or were otherwise meritless. The plaintiffs timely appealed and Barrett cross appealed. III. We have subject matter jurisdiction over this case under 28 U.S.C. §§ 1331 and 1367 and 29 U.S.C. § 1132(e). Our appellate jurisdiction is based on 28 U.S.C. § 1291. ‘We exercise plenary review over a district court’s summary judgment ruling.” Disabled in Action of Pa. v. Se. Pa. Transp. Auth., 635 F.3d 87, 92 (3d Cir. 2011) (quotation marks omitted). “Summary judgment is appropriate only where, drawing all reasonable inferences in favor of the nonmoving party, there is no genuine issue as to any material fact and ... the moving party is entitled to judgment as a matter of law.” Id. In an appeal from an ERISA bench trial, we review the District Court’s findings of fact for clear error and its conclusions of law de novo. Vitale v. Latrobe Area Hosp., 420 F.3d 278, 281 (3d Cir.2005). IV. Congress enacted ERISA “to ensure the proper administration of pension and welfare plans, both during the years of the employee’s active service and in his or her retirement years.” Boggs v. Boggs, 520 U.S. 833, 839, 117 S.Ct. 1754, 138 L.Ed.2d 45 (1997). Crafted to bring order and accountability to a system of employee benefit plans plagued by mismanagement, see Massachusetts v. Morash, 490 U.S. 107, 112, 109 S.Ct. 1668, 104 L.Ed.2d 98 (1989), ERISA is principally concerned with protecting the financial security of plan participants and beneficiaries. 29 U.S.C. § 1001(b); Boggs, 520 U.S. at 845, 117 S.Ct. 1754; Shaw v. Delta Air Lines. Inc., 463 U.S. 85, 90, 103 S.Ct. 2890, 77 L.Ed.2d 490 (1983). To this end, the statute sets forth detailed disclosure and reporting obligations for plans and imposes various participation, vesting, and funding requirements. See 29 U.S.C. §§ 1021-1086; Morash, 490 U.S. at 113, 109 S.Ct. 1668. Relevant here, ERISA also prescribes standards of conduct for plan fiduciaries, derived in large part from the common law of trusts. 29 U.S.C. §§ 1101-1114; Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 110, 109 S.Ct. 948, 103 L.Ed.2d 80 (1989). Section 404 requires fiduciaries to discharge their duties “solely in the interest of the participants and beneficiaries ... with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity” would use. 29 U.S.C. § 1104(a)(1). Supplementing that foundational obligation is § 406, which prohibits plan fiduciaries from entering into certain transactions. Id. § 1106. Subsection (a) erects a categorical bar to transactions between the plan and a “party in interest” deemed likely to injure the plan. Id. § 1106(a); Reich v. Compton, 57 F.3d 270, 275 (3d Cir.1995). Subsection (b) prohibits fiduciaries from entering into transactions with the plan tainted by conflict-of-interest and self-dealing concerns. 29 U.S.C. § 1106(b); Lowen v. Tower Asset Mgmt., Inc., 829 F.2d 1209, 1213 (2d Cir.1987). Section 408 offsets § 406 by creating exemptions from liability on certain transactions that would otherwise be prohibited. 29 U.S.C. § 1108. ERISA also aims “to provide a uniform regulatory regime over employee benefit plans” in order to ease administrative burdens and reduce employers’ costs. Aetna Health Inc. v. Davila, 542 U.S. 200, 208, 124 S.Ct. 2488, 159 L.Ed.2d 312 (2004). To ensure that plan regulation resides exclusively in the federal domain, Congress inserted in the statute an expansive preemption provision, codified at § 514(a). See 29 U.S.C. § 1144(a); Alessi v. Raybestos-Manhattan, Inc., 451 U.S. 504, 523, 101 S.Ct. 1895, 68 L.Ed.2d 402 (1981). Congress paired § 514(a) with § 502(a), which enumerates a set of integrated civil enforcement remedies designed to redress violations of the statute or the terms of a plan. See 29 U.S.C. § 1132(a). All of these aspects of ERISA are at issue in this ease. In the sections that follow, we address the plaintiffs’ objections to the District Court’s ruling on preemption, the amenability of Barrett to suit under ERISA for his participation in a violation of Tri-Core’s fiduciary obligations, and the availability of various statutory defenses to liability. We also examine the District Court’s application of ERISA’s statute of limitations and its award of equitable relief in favor of the plaintiffs. A. We begin with the plaintiffs’ challenge to the grant of partial summary judgment in favor of Barrett on the basis that ERISA preempts a subset of the state law claims. The complaint alleged that Barrett induced the plaintiffs to participate in EPIC by misrepresenting the tax advantages of the plans, the accessibility of conversion credits, the presence of a reserve fund, and the nature of the commissions he and Tri-Core anticipated earning. It also alleged that Barrett encouraged the plaintiffs’ ongoing participation in EPIC after the plans’ adoption by continuing to misrepresent the accessibility of conversion credits within a reserve fund and by concealing information about the commissions he and Tri-Core earned. Insofar as the claims of fraud, breach of fiduciary duty, breach of contract, breach of the implied duty of good faith and fair dealing, and conspiracy/aiding and abetting pertained to alleged misrepresentations about commissions, the accessibility of conversion credits, and the presence of a reserve fund, the District Court deemed them preempted. ERISA possesses “extraordinary pre-emptive power.” Metro. Life Ins. Co. v. Taylor, 481 U.S. 58, 65, 107 S.Ct. 1542, 95 L.Ed.2d 55 (1987). Its broad preemptive scope reflects Congress’s intent to lodge regulation of employee benefit plans firmly in the federal domain. N.Y. State Conference of Blue Cross & Blue Shield Plans v. Travelers Ins. Co., 514 U.S. 645, 656-57, 115 S.Ct. 1671, 131 L.Ed.2d 695 (1995). Consolidation of regulation and decisionmaking with respect to covered plans in the federal sphere, Congress anticipated, would promote uniform administration of benefit plans and avoid subjecting regulated entities to conflicting sources of substantive law. Id. at 657, 115 S.Ct. 1671. This, in turn, would “minimize the administrative and financial burden” imposed on regulated entities, Ingersoll-Rand Co. v. McClendon, 498 U.S. 133, 142, 111 S.Ct. 478, 112 L.Ed.2d 474 (1990), and expand employers’ provision of benefits in light of the more predictable set of liabilities, Rush Prudential HMO, Inc. v. Moran, 536 U.S. 355, 379, 122 S.Ct. 2151, 153 L.Ed.2d 375 (2002). What emerged from Congress’s deliberations on ERISA was a statute that both preempts state law expressly and contains a comprehensive civil enforcement scheme that preempts any conflicting state remedy. Ingersoll-Rand, 498 U.S. at 138-45, 111 S.Ct. 478; Barber, 383 F.3d at 138-41. The District Court focused on express rather than conflict preemption, so we will begin by considering whether the District Court properly found the plaintiffs’ state law causes of action expressly preempted. Section 514(a) provides that ERISA “shall supersede any and all State laws insofar as they may now or hereafter relate to any employee benefit plan[.]” 29 U.S.C. § 1144(a). A “State law” under the statute includes “all laws, decisions, rules, regulations, or other State action having the effect of law, of any State.” Id. § 1144(c)(1). State common law claims fall within this definition and, therefore, are subject to ERISA preemption. See, e.g., Ingersoll-Rand, 498 U.S. at 140, 111 S.Ct. 478; Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 48, 107 S.Ct. 1549, 95 L.Ed.2d 39 (1987). The term “relate to” in § 514(a) is “deliberately expansive.” Ingersoll-Rand, 498 U.S. at 138, 111 S.Ct. 478; Pilot Life, 481 U.S. at 46, 107 S.Ct. 1549. Nevertheless, the Supreme Court cautions, its broad scope cannot “extend to the furthest stretch of its indeterminacy”; otherwise, “for all practical purposes pre-emption would never run its course.” Travelers, 514 U.S. at 655, 115 S.Ct. 1671. The test for whether a state law cause of action “relate[s] to” an employee benefit plan is whether “ ‘it has a connection with or reference to such a plan.’ ” Egelhoff v. Egelhoff ex rel. Breiner, 532 U.S. 141, 147, 121 S.Ct. 1322, 149 L.Ed.2d 264 (2001) (quoting Shaw, 463 U.S. at 97, 103 S.Ct. 2890). The “connection with” component of this test, however, supplies scarcely more content than the “relate to” formulation. So, in applying the test, we must also look to “ ‘the objectives of the ERISA statute as a guide to the scope of the state law that Congress understood would survive,’ as well as to the nature of the effect of the state law on ERISA plans.” Cal. Div. of Labor Standards Enforcement v. Dillingham Constr., N.A., Inc., 519 U.S. 316, 325, 117 S.Ct. 832, 136 L.Ed.2d 791 (1997) (quoting Travelers, 514 U.S. at 658-59, 115 S.Ct. 1671). We are satisfied that the District Court correctly held the plaintiffs’ common law claims were preempted to the extent they relate to Barrett’s alleged misrepresentations, made after the plans’ adoption, about commissions and the accessibility of conversion credits within a purported reserve fund. Those claims have “a connection with” the ERISA plans because they are premised on the existence of the plans. See Ingersoll-Rand, 498 U.S. at 140, 111 S.Ct. 478 (finding that a common law claim for wrongful discharge “relates to” an ERISA plan because the cause of action “is premised on[ ] the existence of a pension plan”). To prevail on those claims, the plaintiffs would have had to plead, and the court to find, that the plans were in fact adopted. The court would then be called on to assess Barrett’s representations in light of the plaintiffs’ benefits and rights under the plans. This type of analysis — concerning the accuracy of statements made by an alleged (state law) fiduciary to plan participants in the course of administering the plans — sits within the heartland of ERISA. See, e.g., Kollman v. Hewitt Assocs., LLC, 487 F.3d 139, 149-50 (3d Cir.2007) (reasoning that the calculation and payment of a benefit due to a plan participant goes to the essential function of an ERISA plan). We therefore conclude that the plaintiffs’ common law claims are preempted to the extent they relate to Barrett’s conduct after he enrolled the plaintiffs in EPIC. We are left, then, with the plaintiffs’ common law claims concerning Barrett’s representations about the presence of a reserve fund, the accessibility of conversion credits, and the nature of his commissions made before the establishment of the plans. Those representations, plaintiffs allege, induced them to participate in EPIC. Whether or not claims touching on those alleged misrepresentations are preempted requires us to confront the following question: do common law claims that an insurance agent misrepresented the structure and benefits afforded by an ERISA plan in order to induce participation in that plan “ha[ve] a connection with” the plan, such that they are preempted? In answering this question, we are not without guidance. Several Courts of Appeals have held that an insurance agent who makes fraudulent or misleading statements to induce participation in an ERISA plan is amenable to suit under state law theories of recovery. See, e.g., Woodworker’s Supply, Inc. v. Principal Mut. Life Ins. Co., 170 F.3d 985, 991-92 (10th Cir. 1999) (holding the plaintiffs’ fraudulent inducement claims not preempted because the actions had occurred before the defendant had become a fiduciary); Wilson v. Zoellner, 114 F.3d 713, 721 (8th Cir.1997) (finding that a state law claim of negligent misrepresentation was not preempted because allowing the plaintiff to recover for pre-plan tortious conduct would not prevent plan administrators from carrying out their duties and would not impose new duties on plan administrators); Coyne & Delany Co. v. Selman, 98 F.3d 1457, 1472 (4th Cir.1996) (finding a state law claim of professional negligence not preempted because “the court’s inquiry will be centered on whether the defendants’ conduct comported with the relevant professional standard”); accord Morstein v. Nat’l Ins. Servs., Inc., 93 F.3d 715 (11th Cir.1996); Perkins v. Time Ins. Co., 898 F.2d 470 (5th Cir.1990). Displacing claims of this variety, these courts reason, “would not further Congress’ purpose in passing ERISA.” Woodworker’s, 170 F.3d at 991 (citing Coyne & Delany Co., 98 F.3d at 1466-71). We agree. “Holding insurers accountable for pre-plan fraud does not affect the administration or calculation of benefits, nor does it alter the required duties of plan fiduciaries.” Id. (citing Wilson, 114 F.3d at 719; Coyne & Delany Co., 98 F.3d at 1471). A state’s common law, generally intended to “prevent sellers of goods and services, including benefit plans, from misrepresenting ... the scope of their services,” is “ ‘quite remote from the areas with which ERISA is expressly concerned — reporting, disclosure, fiduciary responsibility, and the like.’ ” Wilson, 114 F.3d at 720 (quoting Dillingham, 519 U.S. at 330, 117 S.Ct. 832). In our view, these sorts of claims rest on misrepresentations made about an ERISA plan before that plan’s existence. They are not premised on a challenge to the actual administration of the plan. To the extent that a reviewing court would need to examine the provisions of the plan in considering the claims, it would be only to determine whether the representations made by Barrett regarding plan structure and benefits were at odds with the plan itself, or with the plaintiffs’ understanding of the benefits afforded by the plans. This is not the sort of exacting, tedious, or duplicative inquiry that the preemption doctrine is intended to bar. To the contrary, that comparison requires only a cursory examination of the plan provisions and turns largely on “legal duties generated outside the ERISA context.” Coyne & Delany Co., 98 F.3d at 1472. Nor do we think these claims strike at that area of core ERISA concern — “funding, benefits, reporting, and administration” — in which the use of state, rather than federal, law threatens to undermine the goals of Congress in enacting ERISA in the first place. See Kollman, 487 F.3d at 149. Accordingly, we conclude that ERISA does not preempt the plaintiffs’ state law claims to the extent they allege that Barrett misrepresented the existence of a reserve fund, the availability of conversion credits, and the nature of his commissions before adoption of the EPIC plans. To the extent it granted partial summary judgment in favor of Barrett on those theories of recovery, we will vacate the District Court’s ruling and remand for further proceedings. Retrial on these claims may be necessary. However, the District Court may, on remand, consider other arguments pressed by the parties in dispositive motions or consider, among other issues, whether retrial on those claims would result in double recovery for a single injury. We express no view on these matters. B. We turn next to Barrett’s cross appeal, which challenges the District Court’s threshold determination that Barrett is amenable to suit under ERISA § 502(a)(3) as a nonfiduciary who knowingly participated with Tri-Core in transactions forbidden by § 406(b)(3). Section 406(b)(3) prohibits a fiduciary from “receiv[ing] any consideration for his own personal account from any party dealing with [an ERISA plan] in connection with a transaction involving assets of the plan.” 29 U.S.C. § 1106(b)(3). Section 502(a)(3) authorizes a civil action by “a participant, beneficiary, or fiduciary” of an ERISA plan “to obtain ... appropriate equitable relief (i) to redress ... violations [of Title I of ERISA or the plan] or (ii) to enforce any provisions of [Title I of ERISA] or the terms of the plan[.]” 29 U.S.C. § 1132(a)(3). The plaintiffs’ theory was that § 502(a)(3) enabled them to seek restitution from Barrett for an “act or practice” that injured them — namely, TriCore’s receipt of commissions from Commonwealth in connection with transactions involving plan assets. Accepting the premise, the District Court deemed Barrett a proper defendant under § 502(a)(3) as construed by the Supreme Court in Harris Trust & Savings Bank v. Salomon Smith Barney, Inc., 530 U.S. 238, 120 S.Ct. 2180, 147 L.Ed.2d 187 (2000). Barrett maintains that a recent decision of this Court, Renfro v. Unisys Corp., 671 F.3d 314 (3d Cir.2011), clarifies that he cannot be held accountable under § 502(a)(3) because he is not a fiduciary or a party in interest to a transaction prohibited by ERISA § 406(a). To weigh these competing positions, we must first step back and recount the pertinent cases construing § 502(a)(3). l. The Supreme Court first had occasion to construe § 502(a)(3) in Mertens v. Hewitt Associates, 508 U.S. 248, 113 S.Ct. 2063, 124 L.Ed.2d 161 (1993). That suit arose out of the Kaiser Steel Corporation’s inadequate funding of its ERISA-governed pension plan, resulting in termination of the plan and diminished payouts for beneficiaries. Id. at 250, 113 S.Ct. 2063. A putative class of former Kaiser employees brought suit under § 502(a)(3) against Kaiser and Hewitt Associates, a nonfiduciary actuary whose acts and omissions allegedly caused Kaiser to miscalculate its funding obligations. The plaintiffs sought equitable relief and money damages from Hewitt for its active participation in the plan fiduciaries’ breach of legal duties. Id. The Supreme Court agreed to consider, “whether ERISA authorizes suits for money damages against nonfiduciaries who knowingly participate in a fiduciary’s breach of fiduciary duty.” Id. at 251, 113 S.Ct. 2063. Within this question, the Court recognized, are two distinct issues. The antecedent issue is whether a § 502(a)(3) claim may be asserted against a nonfiduciary that knowingly participates in a fiduciary’s breach of fiduciary duty. The secondary issue concerns the availability of money damages. Because the parties’ briefs were directed primarily to the second question, the Court resolved only that issue, holding that “appropriate equitable relief’ under § 502(a)(3) does not encompass suits seeking compensatory damages from nonfiduciaries. Id. at 254-55, 113 S.Ct. 2063. Although it “reserve[d] decision of th[e] antecedent question,” the Court took the opportunity to make some brief comments. Id. at 255, 113 S.Ct. 2063. While certain ERISA provisions like § 406(a) may by their plain text impose duties on nonfiduciaries, the Court observed, “no provision explicitly requires them to avoid participation (knowing or unknowing) in a fiduciary’s breach of fiduciary duty.” Id. at 254 & n. 4, 113 S.Ct. 2063. By contrast, the Court noted, ERISA § 405(a), the cofiduciary provision, “does explicitly impose ‘knowing participation’ liability on cofiduciaries.” Id. (emphasis in original) (citing 29 U.S.C. § 1105(a)). In effect, the Court’s dicta hitched defendant status in a § 502(a)(3) suit to the scope of ERISA’s substantive provisions. In so doing, it cast doubt upon the viability of suits proceeding on the theory that § 502(a)(3) provides a remedy for a nonfiduciary’s knowing participation in a fiduciary’s breach of a duty imposed by ERISA. We employed Mertens’s dicta in Reich v. Compton, a case concerning a series of questionable transactions undertaken by an ERISA-governed union pension plan. 57 F.3d at 272. The Secretary of the Department of Labor sued the fiduciaries of the plan for breach of the duties imposed by ERISA §§ 404(a), 406(a), and 406(b). The Secretary also asserted claims against two nonfiduciaries, alleging that they had knowingly participated in the fiduciaries’ violations of their obligations under ERISA. Compton, 57 F.3d at 273-74. The Secretary’s cause of action against the nonfiduciaries arose under § 502(a)(5). Id. at 281. That provision replicates the language of § 502(a)(3) in all relevant respects, with the exception that it extends a cause of action to the Secretary instead of a participant, beneficiary, or fiduciary of the plan. Compare 29 U.S.C. § 1132(a)(3), with id. § 1132(a)(5). The Secretary advanced two theories in support of his claims against the nonfiduciaries: “first, that section 502(a)(5) authorizes him to sue nonfiduciaries who knowingly participate in breaches of fiduciary duty by fiduciaries and second, that section 502(a)(5) authorizes him to sue nonfiduciaries who participate in transactions prohibited by section 406(a)(1).” Compton, 57 F.3d at 281. Taking the theories in turn, we first rejected the Secretary’s argument that § 502(a)(5) permits actions against nonfiduciaries charged solely with participating in a fiduciary breach. Id. at 284. Three decisions informed our analysis. First, because § 502(a)(5) mirrors § 502(a)(3), we relied heavily on the dicta in Mertens addressing the scope of § 502(a)(3). Id. at 282. We explained that “the Court expressed considerable doubt that section 502(a)(3) authorizes suits against nonfiduciaries who participate in fiduciary breaches.” Id. To the Secretary’s contention that the plain language of § 502(a)(5) embraces a claim against a nonfiduciary to redress a fiduciary’s breach of ERISA, we pointed out that the Courts of Appeals for the First and Seventh Circuits had already rejected that argument. Id. at 283-84 (citing Reich v. Continental Cas. Co., 33 F.3d 754 (7th Cir.1994); Reich v. Rowe, 20 F.3d 25 (1st Cir.1994)). Both Courts of Appeals, we observed, found the Mertens dicta convincing. Id.; see also Continental Cas. Co., 33 F.3d at 757; Rowe, 20 F.3d at 29-31. We did not undertake an independent analysis of the statutory language, but rather rooted our holding in the reasoning of our sister Courts of Appeals and of the Supreme Court in Mertens. Compton, 57 F.3d at 284. The Secretary’s second theory, which narrowly focused on the alleged breach of § 406(a), fared better. Section 406(a) disallows certain transactions between fiduciaries and parties in interest deemed likely to injure plan participants and beneficiaries. 29 U.S.C. § 1106(a); Harris Trust, 530 U.S. at 241-42, 120 S.Ct. 2180. We agreed with the Secretary that “a nonfiduciary that is a party to a transaction prohibited by section 406(a)(1) engages in an ‘act or practice’ that violates ERISA” and may be subject to suit under § 502(a)(5). Compton, 57 F.3d at 287. While acknowledging that § 406(a)(1) on its face imposes a duty only on fiduciaries, we nevertheless credited the Supreme Court’s suggestion in Mertens that the statute also imposes obligations on nonfiduciary “parties] in interest” who participate in proscribed transactions. Id. at 285 (citing Mertens, 508 U.S. at 253-54 & n. 4, 113 S.Ct. 2063). Put another way, the “party in interest” language in § 406(a)(1), rather than any language in § 502(a)(5), supplied the textual hook for our conclusion that the nonfiduciaries were amenable to suit. See id. Our analysis comported with that of the Courts of Appeals for the First and Ninth Circuits, which likewise construed § 406(a)(1) to apply to nonfiduciaries. Id. at 285-86 (citing Rowe, 20 F.3d at 31 & n. 7; Nieto v. Ecker, 845 F.2d 868, 873-74 (9th Cir. 1988)). Five years later, the Supreme Court decided Harris Trust. The question in that case was whether § 502(a)(3) authorizes a participant, beneficiary, or fiduciary of an ERISA plan to seek equitable relief from a nonfiduciary party in interest to a transaction prohibited by § 406(a)(1). Harris Trust, 530 U.S. at 241, 120 S.Ct. 2180. That is, the Court in Harris Trust considered the second question addressed in Compton, with the inconsequential distinction that the suit arose under § 502(a)(3) rather than § 502(a)(5). Like this Court in Compton, the Supreme Court answered that question in the affirmative. Id. Notable for our purposes here was the reasoning employed by the unanimous Court, which diverged from Compton in important respects. The case arose when the trustee of a pension plan alleged that another fiduciary purchased worthless interests in motel properties from a party in interest. Id. at 242-48, 120 S.Ct. 2180. If proven, the transaction would have been a violation of § 406(a). The nonfiduciary seller of the interest in the motel properties persuaded the Court of Appeals for the Seventh Circuit that § 502(a)(3) does not authorize a plan fiduciary to seek equitable relief from a party in interest to a transaction prohibited by § 406(a). Id. at 244, 120 S.Ct. 2180. The Supreme Court began its analysis with the observation that, by its terms, § 406(a) “imposes a duty only on the fiduciary that causes the plan to engage in the transaction.” Id. at 245, 120 S.Ct. 2180 (citing 29 U.S.C. § 1106(a)(1)). This construction undercut one basis for our extension in Compton of § 502(a)(5) liability to a party in interest to a § 406(a) transaction: the Supreme Court implicitly rejected its suggestion in Mertens that the text of § 406(a) anticipates liability for nonfiduciary parties in interest to § 406(a) transactions. Moving beyond § 406(a), the Court next explained that § 502(a)(3), standing alone, imposes certain duties. Id. Liability under § 502(a)(3), the Court emphasized, “does not depend on whether ERISA’s substantive provisions impose a specific duty on the party being sued.” Id. Rather, “defendant status under § 502(a)(3) may arise from duties imposed by § 502(a)(3) itself.” Id. at 247, 120 S.Ct. 2180. Unlike other ERISA rights of action, § 502(a)(3) “admits of no limit ... on the universe of possible defendants.” Id. at 246, 120 S.Ct. 2180. Its focus “is on redressing the ‘act or practice which violates any provision of [ERISA Title I].’ ” Id. (quoting 29 U.S.C. § 1132(a)(3)) (emphasis in original). By carefully delineating three classes of plaintiffs but leaving defendant status open-ended, the Court explained, § 502(a)(3) signals Congress’s intent not to delimit categories of defendants subject to § 502(a)(3) liability. Id. at 247, 120 S.Ct. 2180. Instructive, too, was the common law of trusts, which had long countenanced suits for restitution or disgorgement against third parties who knowingly took trust property from a trustee in breach of the trustee’s fiduciary duty. Id. at 250, 120 S.Ct. 2180. Confirming the Court’s interpretation was ERISA § 502(i), which requires the Secretary of Labor to “assess a civil penalty against an ‘other person’ who ‘knowingly] participates] in’ ‘any ... violation of ... part 4 [of ERISA Title I] ... by a fiduciary.’” Id. at 248, 120 S.Ct. 2180 (paraphrasing 29 U.S.C. § 1132(i )(1)-(2)) (alteration in original). The civil penalties recoverable under § 502(7) are defined by reference to amounts recoverable by the Secretary in § 502(a)(5) actions. Id. That reference led the Court to conclude that § 502(a)(5) must authorize suits against any “other person” who “knowing[ly] participares]” in a fiduciary’s violation of her duties, “notwithstanding the absence of any ERISA provision explicitly imposing a duty upon an ‘other person’ not to engage in such ‘knowing participation.’ ” Id. And if the action was available under § 502(a)(5), it must also be available under § 502(a)(3). Id. at 248-49, 120 S.Ct. 2180. Section “502(a)(3) (or (a)(5)) liability,” the Court concluded, does not “hinge[] on whether the particular defendant labors under a duty expressly imposed by the substantive provisions of ERISA Title I.” Id. at 249, 120 S.Ct. 2180. Finally, the Court turned to reconcile this construction with Mertens. The Court first rejected the implication in Mertens that an “other person” under § 502(Z) might be limited to cofiduciaries, who are expressly made liable by § 405(a) for knowing participation in another fiduciary’s breach of duty. Id. at 249, 120 S.Ct. 2180 (citing Mertens, 508 U.S. at 261, 113 S.Ct. 2063). Congress, the Court noted, defined “person” in ERISA without regard to status as fiduciary, cofiduciary, or party in interest. Id. (citing 29 U.S.C. § 1002(9)). And, while a cofiduciary is a type of fiduciary, § 502(1) “clearly distinguishes between ‘fiduciary’ ... and an ‘other person.’ ” Id. (citing 29 U.S.C. § 1132(2 )(1)(A) and (B)). The Court dismissed as “dictum” the portions of Mertens discussing § 502(2) and the portion relied on by the courts in Compton, Rowe, and Continental Casualty Company to cast doubt on liability of nonfiduciaries under § 502(a)(3). Id. (citing Mertens, 508 U.S. at 255, 260-61, 113 S.Ct. 2063). Several Courts of Appeals have considered whether the Court’s holding in Harris Trust applies only to alleged violations of § 406(a) or whether it sweeps more broadly. Without exception, they have concluded that the Harris Trust reasoning is not tethered to the limitations of § 406(a). See Longaberger Co. v. Kolt, 586 F.3d 459, 468 n. 7 (6th Cir.2009); Bombardier Aerospace Employee Welfare Benefits Plan v. Ferrer, Poirot & Wansbrough, 354 F.3d 348, 353-54 (5th Cir.2003); Carlson v. Principal Fin. Grp., 320 F.3d 301, 308 (2d Cir.2003); McDannold v. Star Bank, N.A., 261 F.3d 478, 486 (6th Cir.2001). More to the point, the Courts of Appeals for the Fifth and Sixth Circuits have stated directly that nonfiduciaries who are not parties in interest are proper defendants under § 502(a)(3) as construed by Harris Trust. Kolt, 586 F.3d at 468 n. 7; Bombardier, 354 F.3d at 353-54. 2. We turn now to consider whether Barrett is amenable to suit under § 502(a)(3) in view of the Supreme Court’s reasoning in Harris Trust. Barrett, we have noted, was found liable for his knowing participation in transactions forbidden by § 406(b)(3), which prohibits a “fiduciary with respect to a plan” from “receiv[ing] any consideration for his own personal account from any party dealing with such plan in connection with a transaction involving the assets of the plan.” 29 U.S.C. § 1106(b)(3). Several matters are not in dispute. By accepting a salary from Commonwealth (a party dealing with the plans) in connection with its investment of plan assets in insurance policies issued by Commonwealth, the parties agree, Tri-Core (as fiduciary) contravened § 406(b)(3). Nor is there a dispute on appeal that Barrett, acting as a nonfiduciary, had knowledge of all of the circumstances surrounding TriCore’s receipt of commissions from Commonwealth and participated in the transactions. The parties also agree that the plaintiffs have standing to bring the § 502(a)(3) claim and that their requested remedy is equitable in nature. The parties’ consensus on these issues leaves us to consider only one narrow legal question: is Barrett, a nonfiduciary who knowingly participated in a transaction prohibited by § 406(b)(3), amenable to suit under § 502(a)(3)? We hold that he is. Tri-Core’s receipt of compensation from Commonwealth in connection with its directed purchase of plan assets from Commonwealth was an act or practice prohibited by ERISA. Operating in concert with Tri-Core, Barrett actively facilitated that act or practice. As the Court in Harris Trust explained, § 502(a)(3) provides a right of action against a transferee of ill-gotten trust assets who is a knowing participant in an ERISA violation. 530 U.S. at 251, 120 S.Ct. 2180. It is of no consequence that Barrett was not a fiduciary and that his receipt of commissions was not itself a statutory violation, because liability under § 502(a)(3) “does not depend on whether ERISA’s substantive provisions impose a specific duty on the party being sued.” Id. at 245, 120 S.Ct. 2180. As construed by the Court in Harris Trust, § 502(a)(3) provides the plaintiffs a cause of action to obtain equitable relief from Barrett for his knowing participation in Tri-Core’s § 406(b)(3) violation. Id. at 245, 247, 250-51, 120 S.Ct. 2180. Barrett counters that our recent decision in Renfro undercuts this straightforward application of Harris Trust. In Renfro, a putative class of participants in a 401(k) plan brought suit under § 502(a)(3) against Fidelity Management Trust Company, the manager and administrator of certain funds in the plan. 671 F.3d at 317-19. They alleged that Fidelity’s mismanagement of the plan’s investment options amounted to a breach of the fiduciary duties of diligence and prudence imposed by ERISA § 404(a). Fidelity moved to dismiss on the basis that it was not a fiduciary with respect to the challenged conduct. Both the District Court and this Court agreed. Id. at 323. But that did not end the inquiry, because the plaintiffs contended that even if Fidelity was a non-fiduciary, it was amenable to suit under § 502(a)(3) for its knowing participation in the plan fiduciary’s breach of fiduciary duty under § 404(a). We disagreed, holding that § 502(a)(3) “does not authorize suit against ‘nonfiduciaries charged solely with participating in a fiduciary breach.’ ” Id. at 325 (quoting Compton, 57 F.3d at 284). In arriving at that conclusion, we relied on the Mertens dicta and the portion of Compton finding no § 502(a)(5) cause of action against “ ‘nonfiduciaries charged solely with participating in a fiduciary breach.’ ” Id. (quoting Compton, 57 F.3d at 284). In a brief footnote, we asserted that this reasoning accorded with Harris Trust. Id. at 325 n. 6. We characterized Harris Trust as consonant with our holding in Compton that § 502(a)(3) “authorized suits for nonfiduciary participation by parties in interest to transactions prohibited under ERISA.” Id. at 325 n. 6. So framed, § 502(a)(3) did not supply a cause of action against Fidelity because the “plaintiffs d[id] not appear to contend the Fidelity entities were parties in interest to a prohibited transaction.” Id. Barrett urges us to read Renfro as establishing a firm rule that a nonfiduciary may only be subjected to suit under § 502(a)(3) if she knowingly participates as a party in interest in a § 406(a) transaction. We do not think this expansive reading of Renfro is compatible with Harris Trust. As an initial matter, Renfro was a § 404 breach of fiduciary duty case, not a § 406 prohibited transaction case, and the provisions safeguard the rights of plan participants and beneficiaries in distinct ways. Section 404 codifies the fiduciary’s “general duty of loyalty to the plan’s beneficiaries.” Harris Trust, 530 U.S. at 241-42, 120 S.Ct. 2180. It springs from the common law of trusts, which likewise charged fiduciaries with a duty of loyalty. See Pegram v. Herdrich, 530 U.S. 211, 224, 120 S.Ct. 2143, 147 L.Ed.2d 164 (2000) (citing 2A A. Scott & W. Fratcher, Trusts § 170, p. 311 (4th ed.1987)). Section 406(b)(3), at issue in this case, is among the prophylactic rules listed in § 406. Section 406(a) “categorically bar[s] certai