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A. 1. a.(1)(a) i) a) I A 1 a (1)(a) i) a)@@\Final Other ##  ( ( ` `  #\  PCsP# dd_P  <  i '  SUPREME COURT OF THE UNITED STATES  uB< * ` ` ( ( *(  _Pdd #[ P['CdP# I A 1 a (1)(a) i) a) I A 1 a (1)(a) i) a)-#[ P['CdP# ( ( , , 4 39 C No. 94!1471 4 !   J (C #o P['Cn&P# ddh %l uB  ddh < #[ P['CdP#194!1471"DISSENT  uBn .VARITY CORP. v. HOWE%m uB  ddh < #[ P['CdP#194!1471"DISSENT  uBn .VARITY CORP. v. HOWE`Q؃ C VARITY CORPORATION, PETITIONER v.  J /lCHARLES HOWE et al.  o  hhx   on writ of certiorari to the united states court (s of appeals for the eighth circuit 0y hxf #[ P['CdP# d [March 19, 1996] -,   #o P['Cn&P#  J &Footnotes#[ P['CdP# ff X01Í Í01Í Í , , #o P['Cn&P#X` hp x (#%'0*,.8135@8: ing and analysis in Russell. We held in Russell that under 409, actions for breach of fiduciary duty [must] be brought in a representative capacity on behalf of the  J plan as a whole. 473 U.S., at 142, n.9. Because the  J holding in Russell applied only to 409 and 502(a)(2), and because we reserved the question of individual relief  JN under 502(a)(3), see id., at 139, n.5, the majority  J& concludes that Russell does not control, either implicitly  J or explicitly, the outcome of the case before us.  Ante, at 20.  J  Russell cannot be so easily dismissed. Our holding in  J that case was based not only on the text of 409, but also on the statutory provisions defining the duties of a fiduciary, and [on] the provisions defining the rights  J of a beneficiary. 473 U.S., at 140. The language of 409 weighed heavily in our analysis, but it was ulti J mately [a] fair contextual reading of the statute, id., at 142, that led to our conclusion that Congress did not intend that section to authorize any relief except for the  JF plan itself. Id., at 144. The majority is simply wrong when it states that the language the Court found"    J limiting in Russell appears only in 409. Ante, at 20.  J Since our holding in Russell relied on the language and structure of ERISA as a whole, and not solely on the text of 409 and 502(a)(2), the Court cannot dismiss  J` Russell on the ground that Russell provides no insight into the provisions at issue in this case.  J  Much of our reasoning in Russell forecloses the possibility of individual relief even under 502(a)(3). For  J instance, in interpreting 409 in Russell to afford relief  J solely on behalf of the plan, we found it significant that the relevant fiduciary relationship characterized at the  JH outset [of 409 is] one `with respect to a plan.' !  Id., at 140. It must also be significant, then, that Congress employed the same or similar language virtually every time it referred to a fiduciary or a fiduciary obligation  J in ERISA. See, e. ! g., 3(21)(A), 404, 405, 406, 409, 411, 29 U.S.C. 1002(21)(A), 1104, 1105, 1106, 1109, 1111. Section 404, the very provision that respondents seek to enforce in this case, governs the manner in which a  J fiduciary ... discharge[s] his duties with respect to a  J plan. 404(a)(1) (emphasis added). And the definition of a fiduciary under ERISA also places the focus on the  J responsibilities of a fiduciary with respect to a plan. 3(21)(A) (emphasis added). In light of the basic canon of statutory construction that identical terms within an  J Act bear the same meaning, Estate of Cowart v. Nicklos  J Drilling Co., 505 U.S. 469, 479 (1992) (citation omitted), we should accord Congress' repeated references to a fiduciary with respect to a plan the same significance  Jx we attributed to it in Russell, namely that it reveals that ERISA's fiduciary obligations were designed to regulate the relationship between the fiduciary and the plan, and not the relationship between the fiduciary and individual participants.  Furthermore, the emphasis on the relationship between the fiduciary and the plan as an entity that we  J` found to be apparent on the face of 409, Russell, 473` "   U.S., at 140, pervades all of the fiduciary provisions in ERISA. This is to be expected, since the relief available under 409 ultimately reflects the fiduciary duties and  J obligations that 409 enforces. We recognized in Russell that, consistent with the wording of 409, the principal statutory duties imposed on the trustees relate to the proper management, administration, and investment of fund assets, the maintenance of proper records, the disclosure of specified information, and the avoidance of  J conflicts of interest. Id., at 142!143. Though it is true that ERISA requires fiduciaries to discharge their duties with respect to a plan solely in the interest of the participants and beneficiaries and ... for the exclusive purpose of providing benefits to participants and their beneficiaries, 404(a)(1)(A)(i), it is equally true that the duties to which these commands apply deal primarily with obligations that relate to the plan, not individual plan participants. In fact, one of the two  J0 statutes we specifically cited in Russell as evidence that Congress was primarily concerned with the misuse of plan assets was 404, the provision that respondents  J seek to enforce in this case. See Russell, supra, at  J 142!143, and n.10.b; uB ԍ FTN    XgEpXFr  ddf < We also observed in Russell that the Act's legislative history, like its statutory provisions, emphasize[s] the fiduciary's personal  uBf liability for losses to the plan. 473 U.S., at 140, n.8 (emphasis in original). We gleaned from the legislative history that the crucible of congressional concern was misuse and mismanagement of plan assets by plan administrators and that ERISA was designed to  uBB prevent these abuses in the future. Id., at 141, n.8. b That Congress was principally  Jh concerned with the financial integrity of the plan, id., at 142, n.9, is thus reflected not only in 409, but  J throughout the fiduciary provisions 409 enforces.|K ; uB ԍ FTN    XgEpXFr  ddf < The majority's citation of 502(l), 29 U.S.C. 1132(l) (1988 ed., Supp. I), in support of its interpretation of 502(a)(3) is unpersuasive. Section 502(l) was enacted by Congress in 1989, more than a decade after ERISA was initially enacted. We have recognized that"## in interpreting ERISA, as with all statutes,  Q! `the views of a subsequent Congress form a hazardous basis for inferring the intent of an  uB earlier one.'  !  Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101,  uB 114 (1989) (quoting United States v. Price, 361 U.S. 304, 313  uBl (1960)). See also Mackey v. Lanier Collection Agency & Service,  uB# Inc., 486 U.S. 825, 839!840 (1988). In any event, to the extent that 502(l) indicates Congress' understanding (in 1989) that individual relief might be available for fiduciary breach, 502(l) confirms that Congress did not believe that 502(a)(3) affords such relief. That is the most reasonable inference from Congress' citation of 502(a)(2) and (a)(5)"and, notably, not of 502(a)(3)"in reference to statutes purportedly authorizing amounts to be paid to plan participants and beneficiaries.| "  Ԍ J  Thus, though the majority finds Russell to be irrelevant, it is all but dispositive. We analyzed in that case all of the provisions the Court today holds to be enforceable through 502(a)(3). We considered these provisions as part of our contextual reading of 409, and only when we read 409 in conjunction with these surrounding provisions did it become abundantly clear that [409's] draftsmen were primarily concerned with the possible misuse of plan assets, and with remedies that would protect the entire plan, rather than with the  Jp rights of an individual beneficiary. Russell, supra, at 142. This is not to say that Congress did not intend to protect plan participants from fiduciary breach; it surely did. Congress chose, however, to protect individuals by creating a single remedy on behalf of the plan rather than authorizing piecemeal suits for individual relief.  Given Congress' apparent intent to allow suit for breach of fiduciary duty exclusively under 409 and 502(a)(2), and given the abundant evidence of Congress' intent to authorize only relief on behalf of the plan, I would hold that individual relief for fiduciary breach is unavailable under 502(a)(3).  9H1 d "  Ԍd7II؃  2  Even assuming that ERISA authorizes recovery for breach of fiduciary duty by individual plan participants, I cannot agree with the majority that Varity committed any breach of fiduciary duty cognizable under ERISA. Section 3(21)(A) of the Act explicitly defines the extent to which a person will be considered a fiduciary under ERISA. See 29 U.S.C. 1002(21)(A). In place of the statutory language, the majority creates its own standard for determining fiduciary status. But constrained, as I am, to follow the command of the statute, I conclude that Varity's conduct is not actionable as a  JR fiduciary breach under the Act.R ; uB ԍ FTN    XgEpXFr  ddf < As explained supra, the principal duties that ERISA imposes on plan fiduciaries involve the management of plan assets, the maintenance of records, disclosure of specified information, and avoidance  uB of conflicts of interest. See Massachusetts Mut. Life Ins. Co. v.  uB Russell, 473 U.S. 134, 142!143 (1985). Accordingly, we have recognized that [f]iduciary status under ERISA generally attends  uB the management of `plan assets.' !  John Hancock Mut. Life Ins. Co.  uB v. Harris Trust and Sav. Bank, 510 U.S. __, __ (1993) (slip op., at 1). However, since the Court holds that individual plan participants are entitled to recover for breach of fiduciary duty, I proceed here on the assumption that fiduciary status can be predicated to some extent on interactions with individual plan participants.  ;H2 d d8A؃  f 2  Under ERISA, an employer is permitted to act both as plan sponsor and plan administrator. 408(c)(3), 29 U.S.C. 1108(c)(3) (1988 ed.). Employers who choose to administer their own plans assume responsibilities to both the company and the plan, and, accordingly, owe duties of loyalty and care to both entities. In permitting such arrangements, which ordinary trust law generally forbids due to the inherent potential for conflict of inter JX est,X$ ; uBT ԍSee NLRB v. Amax Coal Co., 453 U.S. 322, 329!330 (1981) ( To deterT"## the trustee from all temptation and to prevent any possible injury to the beneficiary, the rule against a trustee dividing his loyalties must be enforced with `uncompromising rigidity.' A fiduciary cannot contend `that, although he had conflicting interests, he served his masters equally well or that his primary loyalty was not weakened by the pull of his secondary one' &! ) (citations omitted). See also G. Bogert & G. Bogert, Law of Trusts and Trustees 121, 543 (rev. 2d ed. 1993). Congress understood that the interests of the planX "   might be sacrificed if an employer were forced to choose between the company and the plan. Hence, Congress imposed on plan administrators a duty of care that requires them to discharge [their] duties with respect to a plan solely in the interest of the participants and beneficiaries. 404(a)(1). Congress also understood, however, that virtually every business decision an employer makes can have an adverse impact on the plan, and that an employer would not be able to run a company profitably if every business decision had to be made in the best interests of plan participants.  In defining the term fiduciary in 3(21)(A) of ERISA, Congress struck a balance that it believed would protect plan participants without impinging on the ability of  J employers to make business decisions. In recognition that ERISA allows trusteebeneficiary arrangements that the common law of trusts generally forbids, Congress define[d] `fiduciary' not in terms of formal trusteeship,  J0 but in functional terms of control and authority over the  J plan. Mertens, 508 U.S., at 262 (emphasis in original). Accordingly, under ERISA, a person is a fiduciary with respect to a plan only to the extent that he has any discretionary authority or discretionary responsibility in the administration of such plan. 3(21)(A)(iii), 29  J@ U.S.C. 1002(21)(A)(iii) (1988 ed.).@; uB ԍA person is also a fiduciary with respect to a plan under ERISA to  uB` the extent  FTN  (  XgEpXFr  ddf < (i) he exercises any discretionary authority or discretionary control respecting management of such plan or exercises any authority or control respecting management or disposition of its assets, [or] (ii) he renders investment advice for a fee or other"## compensation, direct or indirect, with respect to any moneys or other property of such plan, or has any authority or responsibility to do so. 3(21)(A), 29 U.S.C. 1002(21)(A). In this case, the parties agree that Varity's status as a fiduciary turns on an interpretation of the statute's third category, which relates to plan administration. See Brief for Petitioner 31; Brief for Respondents  uB 33. See also Brief for United States as Amicus Curiae 25. This artificial@ "    J definition of `fiduciary,' =!  Mertens, supra, at 255, n.5, is designed, in part, so that an employer that administers its own plan is not a fiduciary to the plan for all purposes and at all times, but only to the extent that it has discretionary authority to administer the plan. When the employer is not acting as plan administrator, it is not a fiduciary under the Act, and the fiduciary duty of care codified in 404 is not activated.  Though we have recognized that Congress borrowed from the common law of trusts in enacting ERISA,  Jp ԚFirestone Tire & Rubber Co. v. Bruch, 489 U.S. 101,111 (1989), we must not forget that ERISA is a statute, and in  ! `every case involving construction of a statute,'  !  the  b! `starting point ... is the language  J itself.' = ! Ernst & Ernst v. Hochfelder, 425 U.S. 185, 197  J (1976) (citation omitted); see Central Bank of Denver,  J N.A. v. First Interstate Bank of Denver, N.A., 511 U.S. __, __ (1994). We should be particularly careful to abide by the statutory text in this case, since, as explained, ERISA's statutory definition of a fiduciary departs from the common law in an important respect. The majority, however, tells us that the starting point in determining fiduciary status under ERISA is the common law of  Jh trusts. Ante, at 7. According to the majority, it is only after courts assess the common law that they may go on to consider the statutory definition, and even then the statutory inquiry is only to ask whether, or to what extent, the language of the statute, its structure, or its purposes require departing from commonlaw trust"    J requirements. Ante, at 7. This is a novel approach to statutory construction, one that stands our traditional  J approach on its head.   To determine whether an employer acts as a fiduciary under ERISA, I begin with the text of 3(21)(A)(iii). To administer a plan is to manage or supervise the execution ... or conduct of the plan. Webster's Ninth New Collegiate Dictionary 57 (1991). See also Webster's New International Dictionary 34 (2d ed. 1957) (same). Essentially, to administer the plan is to implement its provisions and to carry out plan duties imposed by the Act. The question in this case is whether Varity was carrying out discretionary responsibilities over management or implementation of the plan, when, as respondents argued below, it made misrepresentations to the class plaintiffs about MCC's business prospects and about the anticipated effect of the employment transfers on plaintiffs' benefits. Brief for PlaintiffsAppellees in No.93!2056 (CA8), p.27. Although representations of this sort may well affect plan participants' assessment of the security of their benefits, I disagree with the majority that such communications qualify as plan administration under the Act.  In the course of running a business, an employer that administers its own benefits plan will make countless business decisions that affect the plan. Congress made clear in 3(21)(A), however, that  '! `ERISA does not require that daytoday corporate business transactions, which may have a collateral effect on prospective, contingent employee benefits, be performed solely in the  JP interest of plan participants. ! ' !  Adams v. Avondale  J( Industries, Inc., 905 F.2d 943, 947 (CA6) (citation omitted), cert. denied, 498 U.S. 984 (1990). Thus, ordinary business decisions, such as whether to pay a dividend or to incur debt, may be made without fear of liability for breach of fiduciary duty under ERISA, even though they may turn out to have negative consequences`"   for plan participants. Even business decisions that directly affect the plan and plan participants, such as the decision to modify or terminate welfare benefits, are not governed by ERISA's fiduciary obligations because they do not involve discretionary administration of the  J8 plan. See CurtissWright Corp. v. Schoonejongen, 514 U.S. __, __ (1995) (slip op., at 4) (parenthetically  J quoting Adams, supra, at 947, for the proposition that  u  `a company does not act in a fiduciary capacity whendeciding to amend or terminate a welfare benefits plan'   ). In contrast, the discretionary interpretation of a plan term, or the discretionary determination that the plan does not authorize a certain type of procedure, would likely qualify as plan administration by a fiduciary. There is no claim in this case, however, that Varity failed to implement the plan according to its terms, since respondents actually received all of the benefits to which they were entitled under the plan, as the courts below found.  An employer will also make countless representations in the course of managing a business about the current  J and expected financial condition of the corporation.&; uB  ԍThe statements Varity made in this case are typical of the kind of statements management often makes in assessing the expected financial health of the company. See App. 80 ( I believe that with the continued help and support of you we can make Massey Combines Corporation the  uB kind of successful business enterprise which we all want to work for FTN   XgEpXFr  ddf < );  uB ibid. ( [D]espite the depression which persists in the North American economy, I am excited about the future of Massey Combines  uB! Corporation); id., at 82 ( We are all very optimistic that our new company, has a bright future, and are excited by the new challenges facing all of us). Similarly, an employer may make representations that either directly or impliedly evince an intention to increase, decrease, or maintain employee welfare benefits. Like the decision to terminate or modify welfare benefits, the decision to make, or not to make, such repre"  Ԯsentations is made in the employer's corporate nonfidu J ciary capacity as plan sponsor or settlor, Borst v.  J Chevron Corp., 36 F.3d 1308, 1323, n.28 (CA5 1994), cert. denied, 514 U.S. __ (1995), and ERISA's fiduciary  J` rules do not apply.  FTN  q XgEpXFr  ff Such communications simply are not made in the course of implementing the plan or executing its terms. Rather, they are the necessary incidents of conducting a business, and Congress determined that employers would not be burdened with fiduciary obligations to the plan when engaging in such  Jp conduct. See 3(21)(A)(iii). K p uB ԍ FTN    XFrXFr ddf < Applying ERISA's fiduciary obligations to these types of communications will distort corporate decisionmaking in a way never intended by Congress. For instance, as petitioner observes, an employer contemplating the purchase of a competitor or the downsizing of a division would be required, in order to avoid liability under ERISA, to fully describe [to its employees] its plans to do so because such plans might affect the `security' of welfare benefits. Reply Brief for Petitioner 16, n.20. Even if the Court's holding is not extended to cover the nondisclosure of information that might affect employee benefits, a simple inquiry by an employee into the possible effect of a business decision on plan benefits would be sufficient to saddle the employer with fiduciary obligations in conducting the proposed business transaction.  To be sure, ERISA does impose a comprehensive set of `reporting and disclosure' requirements, which is part of an elaborate scheme ... for enabling beneficiaries to  J learn their rights and obligations at any time. Curtiss J Wright Corp. v. Schoonejongen, supra, at ___ ! ! ! ___ (slipop., at 9!10); see 101!111, 29 U.S.C.  JX Ԛ1021!1031.e X  uB  ԍFor instance, the benefits plan must be established pursuant to a written instrument. 402(a)(1), 29 U.S.C. 1102(a)(1). Plan administrators must also furnish to participants a summary plan description, 101(a), 29 U.S.C. 1021(a), which shall be written in a manner calculated to be understood by the average plan participant, and shall be sufficiently accurate and comprehensive to reasonably apprise such participants and beneficiaries of their rights and obligations under theU "## plan. 102(a)(1), 29 U.S.C. 1022(a)(1). The summary plan description must describe, among other things, the plan's requirements governing eligibility for participation and benefits as well as the procedures for presenting claims for benefits. 102(b), 29 U.S.C. 1022(b). Material modifications must be disclosed and must also be written in a manner calculated to be understood by the average plan participant. 102(a)(1). Plan administrators are also required to disclose specified financial information in annual reports filed with the Secretary of Labor and made available to participants upon request. 103(b), 104(b), 29 U.S.C.  1023(b), 1024(b). ERISA also dictates the times at which such disclosures must be made. 104(b)(1).e But no provision of ERISA requires anXm  "   employer to keep plan participants abreast of the plan sponsor's financial security or of the sponsor's future intentions with regard to terminating or reducing the  J level of benefits. m  uB ԍ FTN  &  XFrXFr ddf < To the contrary, [e]mployers or other plan sponsors are generally free under ERISA, for any reason at any time, to adopt, modify,  uB; or terminate welfare plans. CurtissWright Corp. v. Schoonejongen, 514 U.S. __, __ (1995) (slip op., at 4). As we made clear last Term, ERISA does not create any substantive entitlement to employerprovided health benefits or any other kind of welfare benefits, nor does it establish any minimum participation, vesting, or funding  uB requirements for welfare plans as it does for pension plans. Ibid.  And to the extent that ERISA does impose disclosure obligations, the Act already provides for civil liability and penalties for disclosure violations wholly apart from ERISA's provisions governing fiducia J ry duties. See 502(a)(1)(A), 502(c). Though [t]his may not be a foolproof informational scheme, ... it is  J quite thorough. CurtissWright Corp., 514 U.S., at ___ (slip op., at 11). Congress' decision not to include the types of representations at issue in this case within the Act's extensive disclosure requirements is strong evidence that Congress did not consider such statements to  J qualify as plan administration.  % uB ԍNor is the communication of information about the company's wellbeing or the possible effect of a business transaction on plan benefits considered plan administration under the MasseyFerguson plan at issue  uB in this case.  FTN    XFrXFr ddf < The plan, the terms of which the majority fails to address, contains only two provisions that either require or autho "##Ԯrize plan administrators to communicate plan information to plan participants. The first is contained in 8.1.3, and it requires the plan administrator to make all disclosures required by ERISA. See App. 19 (requiring plan administrator to file required reports with the appropriate governmental agencies and to comply with requirements of law for disclosure of Plan provisions and other information relating to the Plan to Employees and other interested parties).  uB The second, entitled Communication to Employees, is contained in 10 of the plan. That section requires the company, [i]n accordance with the requirements of the Act, [to] communicate the principal terms of the Plan to the Employees and to make available for inspection, by Employees and their beneficiaries, during reasonable hours at the principal office of the Company and at such other places as may be required by the Act, a copy of the Plan, the Trust Agreement, and of such other documents as may be required by the Act. App. 21. The only other responsibility the plan expressly delegates to the plan administrator is the administration of claims pursuant to the plan's claims procedure, which is described in 11 of the plan. See generally App. 18!20 (section of plan entitled  uB%  Allocation of Responsibilities Among Named Fiduciaries, which enumerates all of the fiduciary obligations imposed by the plan).  Though I do not claim that plan administration is necessarily limited to performance of duties imposed by the plan documents,  uB seeante, at 14, the majority's response to this strawman argument"that ERISA's fiduciary obligations would be meaningless if only the performance of duties imposed by the plan qualified as plan administration"is nonetheless flawed. The majority's argument is based on the mistaken assumption that a plan cannot assign discretionary authority to plan administrators (the exercise of which would clearly be subject to fiduciary duties under the Act), an assumption flatly contradicted both by the common law of trusts and  uB by common sense. See Bogert & Bogert, supra n. 6, 552.  p "  Ԍ Because an employer's representations about the company's financial prospects or about the possible impact of ordinary business transactions on the security of unvested welfare benefits do not involve execution or implementation of duties imposed by the plan or the Act, and because these are the types of representations employers regularly make in the ordinary course of running a business, I would not hold that such commup "  Ԯnications involve plan administration. The untruthfulness of a statement cannot magically transform it from a nonfiduciary representation into a fiduciary one; the determinative factor is not truthfulness but the capacity in which the statement is made.  ;H2 d d8B؃  t2  With only passing reference to the relevant statutory text, the majority discards the limits that Congress imposed on fiduciary status and replaces them with a far broader standard plucked from the common law of  J trusts. See ante, at 12. Relying on trust treatises and  J our decision in Central States, Southeast & Southwest  J Areas Pension Fund v. Central Transport, Inc., 472 U.S. 559 (1985), the majority concludes that a person engages in plan administration whenever he exercises  u ! `powers as are necessary or appropriate for the carry J ing out of the purposes' of the trust. Ante, at 12 (quoting 3 A. Scott, Law of Trusts 186, p.6 (4th ed.  J Ԛ1988)).Z  uB. ԍAlso, the majority twice looks to 404(a) in attempting to determine  uB the scope of fiduciary status under ERISA. See ante, at 12, 22. Specifi uB cally, the majority relies on 404(a)(1)(D), which requires a fiduciary to discharge his duties in accordance with the documents and instruments governing the plan. But 404(a)(1)(D) does not determine whether a person is acting as a fiduciary. Like the other provisions of 404, it merely establishes a ground rule for functions performed by a person deemed to be a fiduciary under 3(21)(A). The majority cannot rely on 404(a)(1)(D) to determine whether a person has assumed fiduciary status, since that provision applies only after it has been established that a person is a fiduciary.Z  The majority's approach is flawed in at least two respects. First, the standard that it borrows from the common law of trusts is not the commonlaw standard for determining whether a person is a fiduciary. Rather, it is the standard the common law uses to define the  J scope of a fiduciary's authority once it is settled that am "   person is a fiduciary. Thus, the Court inexplicably takes a commonlaw standard that presumes that a person is a fiduciary and applies it to determine whether, under the statute, that person is a fiduciary in the first place. The majority's approach ignores the patent differences between the definition of a fiduciary under ERISA and the common law, and in the process expands the activities that are governed by fiduciary standards  J beyond those designated by the statutory text.2p  uB( ԍ FTN  &  XFrXFr ddf < The majority's reliance on Central States, Southeast & Southwest  uB Areas Pension Fund v. Central Transport, Inc., 472 U.S. 559 (1985)  uB (cited ante, at 12), illustrates the flaw in the majority's approach. Although we quoted there the same passage from the Scott treatise  uB that the majority substitutes for the text of 3(21)(A), see Central  uB States, supra, at 570, the Court was not attempting to determine in that case, as we are here, whether a person was acting as a fiduciary with respect to a plan under 3(21)(A). There was no question  uB that the trustee in Central States was a fiduciary under 3(21)(A), and there was no question that the audit the trustees wished to  uBN perform was a fiduciary function. The only question in Central  uB States was whether the plan trustees, who were admittedly fiduciaries, were authorized by the plan to perform this concededly fiduciary function. Like the commonlaw principle cited therein, the  uB* Central States dicta only becomes relevant once it is settled that a person is a fiduciary. 2  Second, the majority disregards any possible distinction between the respective roles of an ERISA trustee and an ERISA plan administrator that might counsel against the wholesale importation, into the statutory definition of plan administration, of commonlaw rules governing trustees. Under ERISA, a plan trustee is charged with exclusive authority and discretion to manage and control the assets of the plan. 403, 29 U.S.C. 1103. Because the trustee's authority over plan assets is exclusive, a plan administrator under ERISA lacks the preeminent responsibility of the commonlaw trustee, namely the management of the trust corpus. Thus, while it may be true under the common "   law that a trustee has such powers as are necessary to  J further the purposes of the trust, it does not automatically follow that the administrator of a benefits plan (who by definition lacks authority over plan assets), possesses all authority necessary or appropriate for carrying out the purposes of the plan. And the majority cites no authority for its assumption that an ERISA plan administrator is the functional equivalent of a  J commonlaw trustee. See ante, at 12!13, 14, 15.  At bottom, the majority's analysis is an exercise in questionbegging. If speculating about the company's financial stability or the security of plan benefits does not involve discretionary authority in plan administration, it is wholly irrelevant that providing such information would seem to be related to carrying out an  J important plan purpose. Ante, at 12. That a commu J nication was about benefits, ante, at 11, or an activity  JX was of a planrelated nature, ante, at 13, is also of little significance unless the act involved plan administration. The whole purpose of 3(21)(A)(iii) is to make clear that one who engages even in benefitrelated or planrelated conduct is a fiduciary only to the extent he has discretionary authority to administer the plan.  Jh See  FTN    XFrXFr ff John Hancock Mut. Life Ins. Co. v. Harris Trust  J@ and Sav. Bank, 510 U.S. __, __ (1993) (slip op., at 18) (Congress uses the phrase to the extent to make clear  J that to some extent actions that would otherwise be included in a general category were meant to be excluded). The majority's endrun around this important limitation by reference to inapplicable principles from the common law of trusts is unpersuasive.  The majority confirms that the statutory text is largely irrelevant under its approach by indulging the notion that a plan participant's subjective understanding of the employers' conduct is relevant in determining whether an employer's actions qualify as plan administration under ERISA. The majority concludes that Varity was`"   engaged in plan administration in part on the ground that reasonable employees ... could have thought  J that Varity was administering the plan. Ante, at 13. ERISA does not make a person a fiduciary to the extent reasonable employees believe him to be a fiduciary, but rather to the extent he has any discretionary authority or discretionary responsibility in the administration of such plan. 3(21)(A)(iii). Under ERISA, an act either involves plan administration, or it does not; whether the employees have a subjective belief that the employer is acting as a fiduciary cannot matter. A rule turning on the subjective perceptions of plan participants is simply inconsistent with ERISA's fundamental structure, which is built not upon perceptions, but around reliance on  J the face of written plan documents. CurtissWright  J Corp., 514 U.S., at __ (slip op., at 9).J  uB ԍ FTN  &  XFrXFr ddf < As petitioner observed, [i]t is difficult to imagine a situation  uB involving any communication in any `context' as to future business decisions that might affect a participant's benefit choices that could not `reasonably' be viewed by employees as an act of a plan administrator, especially when employees directly ask about such intentions. Reply Brief for Petitioner 18 (emphasis in original).  ;H2 d d8C؃  2  Finally, the majority's conclusion that a fiduciary duty was breached is based upon an inaccurate assessment of the record in this case. It is true that Varity expressed falsely optimistic forecasts about its new venture's prospects for success in an effort to entice employees to transfer to the new company. But the majority, I believe, tells only part of the story when it states that the basic message conveyed to the employees was that transferring from MasseyFerguson to Massey Combines would not significantly undermine the security of their  J^ benefits. Ante, at 11. As I read the record, the message Varity conveyed was that the security of jobs and6"    J benefits would be contingent upon the success of the new company. Varity repeatedly informed its employees that [e]mployment conditions in the future will depend on our ability to make Massey Combines Corporation a  J` success and if changes are considered necessary or ap J8 propriate, they will be made. App. 76 (emphasis add J ed).  uBx ԍ FTN  &  XFrXFr ddf < See also App. 80 (transcript of videotape message to employees) ( When you transfer your employment to the Massey Combines Corporation, pay levels and benefit programs will remain unchanged.... Employment conditions in the future will depend on the success of the Massey Combines Corporation and should changes be deemed appropriate or necessary, they will be made);  uB id., at 82 (cover letter to employees) ( When you accept employment with Massey Combines Corporation, pay levels and benefit programs will remain unchanged.... Employment conditions in the future will depend on our ability to make Massey Combines Corporation a success, and if changes are considered necessary or appropriate, they will be made).  When read in light of the District Court's finding that the combines industry had been in a state of unprecedented decline [for the four years prior to the creation of MCC] ... caused in significant part by an extreme depression in this country's agricultural economy, App. to Pet. for Cert. 53a, the company's qualifications take on even greater significance.  The majority also fails to note that the plan documents expressly reserved to Varity the right [t]o Terminate, Suspend, Withdraw, Amend or Modify the  J Plan in Whole or in Part. Id., at 43. The Court thus holds today that an employer breaches a fiduciary obligation to participants in an ERISA plan when it makes optimistic statements about the company's financial condition and thereby implies that unvested welfare benefits will be secure, even though the employer simultaneously informs plan participants that changes will be made if economic conditions so require and the plan documents expressly authorize the employer to terminate the unvested welfare benefits at any time. I cannot agree with this result.n"  Ԍ 9H1 dЙdy7III؃  2  I do not read the Court's opinion to extend fiduciary liability to all instances in which the Court's rationale would logically apply. Indeed, the Court's awkward articulation of its holding confirms that this case is  Jj quite limited. See ante, at 13!14 ( We conclude ... that the factual context in which the statements were made, combined with the planrelated nature of the activity, engaged in by those who had planrelated authority to do so, together provide sufficient support for the District Court's legal conclusion that Varity was  Jz acting as a fiduciary); ante, at 15 ( [W]e hold that making intentional misrepresentations about the future  J* of plan benefits in that context is an act of plan administration) (emphasis added).  If not limited to cases involving facts similar to those presented in this case, the Court's expansion of recovery for fiduciary breach to individuals and its substantial broadening of the definition of fiduciary will undermine the careful balance Congress struck in enacting ERISA.  J See Pilot Life Ins. Co. v. Dedeaux, 481 U.S., at 54 (ERISA's civil enforcement scheme ... represents a careful balancing of the need for prompt and fair claims settlement procedures against the public interest in encouraging the formation of employee benefit plans);  JJ Mertens, 508 U.S., at 262!263. Although Congress sought to guarantee that employees receive the welfare benefits promised by employers, Congress was also aware that if the cost of providing welfare benefits rose too high, employers would not provide them at all. See  J Russell, 473 U.S., at 148, n.17 (warning against expanding liability beyond that intended by Congress, lest the cost of federal standards discourage the growth of  J  private pension plans) (citation omitted); Hozier v.  J Midwest Fasteners, Inc., 908 F.2d 1155, 1170 (CA3 1990) (recognizing Congress's judgment that employees themselves are best served by an enforcement regime"   that minimizes employers' expected liability for reporting and disclosure violations"and with it, the disincentives against creating employee benefit plans in  J thefirst place).2 uB ԍ FTN  &  XFrXFr ddf < That is presumably why Congress exempted welfare benefits from the stringent, and costly, vesting requirements imposed on  uB^ pension benefits. See CurtissWright Corp., 514 U.S., at __ (slip op., at 4).2 Application of the Court's holding in the many cases in which it may logically apply could result in significantly increased liability, or at the very least heightened litigation costs, and an eventual reduction in plan benefits to accommodate those costs. Fortunately, the import of the Court's holdings appears to be far more modest, and courts should not feel compelled to bind employers to the strict fiduciary standards of ERISA just because an ordinary business decision turns out to have an adverse impact on the plan.  I respectfully dissent.