Full opinion text
OPINION AND ORDER MARBLEY, District Judge. INDEX I. INTRODUCTION & SUMMARY...........................................1009 II.BACKGROUND.......■...................................................1010 III. STANDARD OF REVIEW ................................................1015 A. Motion to Dismiss.....................................................1015 B. ERISA Pleading Requirements.........................................1015 IV. ANALYSIS..............................................................1016 A. ERISA Background & the Statutory Framework of ERISA................1016 1. ERISA Fiduciaries .....................'...........................1016 a. Fiduciary Duties Under ERISA.................................1017 i. Loyalty........................................,...........1018 (a) “Two Hat” Doctrine....................... 1019 (b) One Hat at a Time.....................................1019 ii. Prudence.................................................1020 iii. Diversification.............................................1020 iv. Diversification Exceptions ..................................1021 v. Compliance...............................................1023 b. Remedies for Breach...........................................1023 B. Whether Plaintiffs Have Stated a Claim for Relief under ERISA § 502(a)(3) .........................................................1024 C. Defendants’ Various Motions to Dismiss..................................1027 1. Defendants’ Fiduciary Obligations ...................................1027 2. Whether Plaintiffs Sufficiently Allege Defendants’ Fiduciary Status......1029 3. Count I — Whether Defendant Cardinal, the Committee Defendants, The Director Defendants, and Defendant Putnam Breached Fiduciary Duties of Loyalty and Prudence ..............................1030 a. The Applicability of the “Abuse of Discretion” Standard Applies to this Case.................................................1031 b. Whether Plaintiffs Have Stated a Claim Under the “Prudent Person” Standard............................................1034 4. Count II — Whether Defendant Cardinal, the Committee Defendants, And the Director Defendants Breached Their Fiduciary Duties by Making Material Misrepresentations and/or by Failing to Disclose Material Information.............................................1041 a. Loss Causation................................................1042 b. Whether Count II Fails to State a Claim for Relief Because It Fails to Show that the Committee Defendants Had Any Knowledge of the Alleged Misstatements.............................1044 c. Actual Reliance................................................1045 5. Count III — Whether Plaintiffs Have Sufficiently Alleged that Defendant Cardinal, the Committee Defendants, and the Director Defendants Breached Their Fiduciary Duties To Monitor..................1047 a. Cardinal Defendant — Whether Cardinal May be Liable for the Director Defendants’ Actions Under Respondeat Superior ........1047 6. Co-Fiduciary Liability .............................................1050 V. CONCLUSION..................... .....................................1051 I. INTRODUCTION & SUMMARY In this consolidated class action, Lead Plaintiffs, David K. McKeehan, James A. Syracuse, and Timothy E. Ferguson (collectively the “Plaintiffs”) bring suit on behalf of employees of Cardinal Health, Inc. (“Cardinal” or “the Company”) who invested in Cardinal stock through the Company’s 401(k) plan. Plaintiffs allege that the Defendants, certain officers, directors and employees of Cardinal, as well as the Putnam Fiduciary Trust Company (“Putnam”), the former Trustee of Cardinal’s 401(k) plan, violated the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. § 1001, et seq. Plaintiffs allege that from 1998 through 2002, while Cardinal’s pharmaceutical distribution unit underwent a reorganization, the corporation and those associated with it disseminated materially false and misleading information in analyst reports, press releases, public statements, and filings with the Securities and Exchange Commission (“SEC”). According to Plaintiffs, over a four-year Class Period, the Company engaged in a series of illegitimate accounting strategies in order to both hide its losses and inflate its reported revenues to meet increasingly unrealistic earnings projections during the pharmaceutical distribution market transition from a “buy and hold” (B + H) model to a “fee for service” (“FFS”) model. Plaintiffs assert that Cardinal’s accounting manipulations and its purported dissemination of material misrepresentations affected the price of its securities, misled investors as to the Company’s “true value,” and caused Plaintiffs to lose money that they had invested in Cardinal’s 401(k) plan. Cardinal, the Cardinal Employee Benefits Policy Committee (the “Committee” or “Committee Defendants”), and the Company’s Board of Directors (“Director Defendants”) filed a joint motion to dismiss Plaintiffs’ Complaint under Federal Rules of Civil Procedure 12(b)(6), alleging that Plaintiffs failed to state a claim upon which relief can be granted. Defendants Putnam and Defendant Richard J. Miller also filed separate motions dismiss Plaintiffs’ Complaint under Rules 12(b)(6). This Court holds that: (1) Plaintiffs failed to state a claim for relief under ERISA § 502(a)(3); (2) the “prudent person” standard and the liberal notice pleading requirements apply to Plaintiffs’ claims; (3) Defendant Putnam is a “directed trustee” subject to a different standard from that applied to a traditional Plan fiduciary, and Plaintiffs have failed to state a claim against Putnam under this standard; (4) the Dura loss causation requirement applicable in cases of securities fraud does not apply in the context of an ERISA claim; (5) Defendants’ contention that Plaintiffs have failed to show that the Committee Defendants had any knowledge of the alleged misstatements is inappropriate for decision on a motion to dismiss; (6) without deciding whether “Fraud on the Market Theory” is applicable in the context of an ERISA claim, this Court finds that Plaintiffs have adequately pled reliance under the pleading requirements of Federal Rule of Civil Procedure 8(a); (7) Plaintiffs have sufficiently alleged that Defendant Cardinal, the Committee Defendants, and the Director Defendants breached their fiduciary duties to monitor; (8) respondeat superior is applicable to ERISA cases, and Plaintiffs’ allegations that Cardinal may be held liable under a theory of respondeat superior are sufficient to withstand Defendant’s motions to dismiss; (9) Plaintiffs have successfully stated claims that Defendants may be liable as co-fiduciaries. Defendants’ motions are GRANTED in part and DENIED in part. The following motions are GRANTED: (1) Defendants’ Motions to Dismiss Counts I, II, and III brought under ERISA § 502(a)(3) due to Plaintiffs’ failure to state a claim for equitable relief; and (2) Defendant Putnam’s Motion to Dismiss Count I. The following motions are DENIED: (1) Defendant Cardinal’s Motion to Dismiss Counts I, II, and III; Director Defendants’ Motions to Dismiss Counts I, II, and III; (3) Committee Defendants’ Motion to Dismiss Counts I, II, and III; and (4) Defendant Richard J. Miller’s Motion to Dismiss Counts I, II, and III. II. BACKGROUND A. The Plaintiffs and the Putative Class Lead Plaintiffs, David K. McKeehan, James A. Syracuse, and Timothy E. Ferguson (collectively the “Plaintiffs”), are or were Participants in the Cardinal Health Profit Sharing, Retirement and Savings Plan (the “Plan”), which was amended and restated in its entirety, generally effective as of January 1, 2005, and renamed the Cardinal Health 401(k) Savings Plan, within the meaning of ERISA § 3(7)., Lead Plaintiffs bring their Complaint on behalf of themselves and all other Participants for whose individual accounts the Plan purchased and/or held shares of the Employer Common Stock Fund (the “Fund”) at any time from October 24, 2000 through the present (the “Class Period”). Excluded from the Class are Defendants herein, directors of Defendant Cardinal, members of their immediate families, and the heirs, successors or assigns of any of the foregoing. B. The Defendants Plaintiffs bring the action against Cardinal, the Committee, and the Director Defendants. The Complaint also names Putnam, the Plan’s trustee from the beginning of the Class Period until December 2004, and Richard Miller, Cardinal’s former Chief Financial Officer (“CFO”) as Defendants. C. The Plan The Plan is an ERISA-regulated “employee benefit plan.” The Plan is also a “defined contribution” or “individual account” plan under ERISA § 3(84), meaning that it “provides for individual accounts for each Participant and for benefits based solely upon the amount contributed to the Participant’s account.” See 29 U.S.C. § 1002(34). According to its terms, the Plan is funded primarily through participant investments and employer matching. The participants have extensive discretion in allocating their investments among the various alternatives, and they may transfer their investments into or out of the Stock Fund or any other fund whenever it suits them. See Defs.’ Ex. C. At 12-14; Defs.’ Ex. E. at 4. As for the employers, under the Plan, “any company matching or other employer contributions would be invested in the same funds chosen by the Participant for the Participant’s contributions.” See Defs.’ Ex. E at 4. Cardinal’s voluntary matching contributions vary from time to time. For instance, in 2004, Cardinal matched each participant’s savings with $.50 for every $1 contributed by the participant, up to six percent of the participant’s salary. See Defs.’ Ex. E at 4. Currently, Cardinal matches each participant’s savings on a “one-to-one” basis, up to 3 percent of the participant’s pay, and $.50 for every $1 the participant contributes above three percent to a maximum of 5 percent of his compensation. See Defs.’ Ex. D at 6. The various Summary Plan Descriptions (“SPD”) Cardinal distributed during the Class Period provided Plan- participants with information regarding their investment options and associated risks to assist them in making their investment decisions. The Plan indicates that Cardinal is the named administrator, and, as the Plan sponsor, Cardinal appointed (and later removed) Putnam as the Plan Trustee. Further, the Plan states that “[t]he Company shall have the sole authority to appoint and remove the Trustee and members of the Committee” and “shall have the final responsibility for the administration of the Plan ... and shall be the ‘Plan Administrator’ and the named fiduciary.” See Defs.’ Ex. A § 10.01; Defs.’ Ex. B § 10.01. The Plan designates no other entity or person as a Plan “fiduciary.” One of the Plan’s stated purposes is to “provide Participants with ownership interests in the Company.” Defs.’ Ex. A. § 8.05; Defs.’ Ex. B § 8.05. The Plan specifies that the Trustee is “[ajuthorized to maintain the ‘Employer Common Stock Fund’ as one of the Investment Funds.” See 1998 and 2002 Plans § 8.05, App. Ex. Tabs 1 and 2. As such, the Plan mandates that the “Employer Common Stock Fund shall consist of stock of the Company and cash or cash equivalents needed to meet obligations of such fund or for the purchase of stock of the Company ... To the extent practicable, all available assets of the Employer Common Stock Fund shall be used to purchase Shares, which shall be held by the Trustee ...” Id. (emphasis added). The Plan offers participants several diversified investment options in addition to the Cardinal Stock Fund (the “Stock Fund”). These options change over time. For instance, in January 2001, the Plan investment options increased from eight to twelve funds. See Defs.’ Ex. C at 25. Currently, ten options are available, including, among others, a “stable value fund, a balanced fund, the Fidelity Diversified International fund, and the PIMCO Total Return Investment Fund (Institutional Class).” See Defs.’ Ex. D at 22. D. The Trust Agreements and Service Agreements Until it was removed from the position in 2004, Defendant Putnam served as the Plan’s Trustee pursuant to its trust agreements with Cardinal dated July 1, 1998 (“1998 TA”) and January 2, 2001 (“2001 TA”) (collectively, the “Trust Agreements”). Consistent with the Plan, the Trust Agreements provided that Putnam was to be directed by the Administrator in the selecting the investment funds made available to participants. As contemplated by the Trust Agreements, Putnam’s obligations to the Plan were also discussed in Service Agreements effective as of July 1, 1998 (“1998 SA”) and July 1, 2002 (“2002 SA”) (collectively, the “Service Agreements”). The Service Agreements contained the “initial available investment options” selected by Cardinal to be available to the Plan participants. Consistent with the Plan provisions, the first investment option listed in each relevant Service Agreement was the Cardinal Stock Fund (the “Fund”). E. The Allegations During the Class Period, Cardinal was undergoing a significant transition from a B + H to a FFS distribution model. As set forth above, Plaintiffs argue that, to maintain its viability as a successful company in the face of its reorganization efforts, Cardinal artificially inflated its stock price by using fraudulent accounting techniques. In 2002, the SEC began an informal investigation of Cardinal, which was later elevated to a formal investigation. In the wake of this investigation, Cardinal was forced to restate some of its past financial reports. After Cardinal made these corrections, its stock price fluctuated significantly. By the end of the Class Period, Cardinal stock had declined by approximately 5 percent from its price at the start of the Class Period. See Defs.’ Ex. F. In the wake of Cardinal’s declining stock price, on April 29, 2005, Plaintiffs filed this three-count complaint pursuant to ERISA sections 502(a)(2) and 502(a)(3). The Complaint alleges that the Cardinal Defendants breached their fiduciary duties by continuing to offer the Company Stock Fund as one of the Plan alternatives when they knew or should have known that Cardinal’s stock price was artificially inflated. 1.Count I — Breach of Duties of Loyalty and Prudence Count I alleges that all the Defendants breached their fiduciary duties of loyalty and prudence by designating the Fund as an investment option, permitting the Plan to invest in the Fund, and permitting the Fund to invest in Cardinal Stock when the Cardinal stock was an imprudent investment. See Complaint ¶¶ 77-91. Specifically, Count I alleges that it was inadvisable for the Plan to invest in Cardinal Stock when its price was artificially inflated by “undisclosed materially adverse information,” and Cardinal’s “accounting improprieties in violation of generally accepted accounting principles,” which led to “an October 2003 informal inquiry, and a May 6, 2004 formal investigation by the SEC, and eventually required the [Cjompany to restate three years of [past] earnings results.” Id. ¶ 78. 2.Count II — Material Misrepresentation and Negligent Omissions Count II alleges that all of the Defendants except Putnam breached their fiduciary duties by both negligently misstating and failing to disclose “material information necessary for Participants to make informed decisions concerning Plan assets and benefits.” See Complaint ¶¶ 92-101. 3.Count III — Failure to Monitor Count III alleges that Cardinal and the Director Defendants breached their fiduciary duties by failing to appoint fiduciaries with the knowledge and expertise necessary to manage Plan assets, by failing to monitor those fiduciaries properly, and by failing to provide sufficient information to both Plan participants and Plan fiduciaries. See Complaint ¶¶ 102-10. F. The Dispute This Opinion addresses the various motions to dismiss filed by the Defendants named in the ERISA class action. Among other things, the Defendants contend the following: (1) Plaintiffs’ claims brought under ERISA § 502(a)(3) fail because Plaintiffs have demanded monetary damages, not “equitable relief’; (2) as to Count I, Plaintiffs have not alleged an “abuse of discretion” by Defendants in offering Cardinal Stock as an investment option; (3) as to all three Counts, Plaintiffs have failed ■ to allege facts showing that the Defendants are “fiduciaries” under ERISA; (4) as to Count II, Plaintiffs have not pled loss causation and have not alleged Plaintiffs’ actual reliance on Defendants’ alleged misstatements; and (5) as to Count III, Plaintiffs’ claim should be dismissed because it is derivative of Plaintiffs’ other claims and because there is no re-spondeat superior liability under ERISA. III. STANDARD OF REVIEW A. Motion to Dismiss In considering a Rule 12(b)(6) Motion to Dismiss, the Court is limited to evaluating whether a plaintiffs complaint sets forth allegations sufficient to make out the elements of a cause of action. Windsor v. The Tennessean, 719 F.2d 155, 158 (6th Cir.1983). Pursuant to Federal Rule of Civil Procedure 8, the complaint need only set forth the basis of the court’s jurisdiction, a short and plain statement of the claim entitling plaintiff to relief and a demand for judgment. See Fed. Rule Civ. Pro. 8(a). Moreover, each averment of a pleading shall be simple, concise, and direct, and all pleadings are to be construed in a manner resulting in substantial justice. Id. Finally, “factual pleading is required only insofar as it is necessary place a defendant on notice as to the type of claim alleged and the grounds upon which it rests.” Id.; Mountain View Pharm. v. Abbott Labs., 630 F.2d 1383, 1388 (10th Cir.1980). All factual allegations made by a plaintiff are deemed admitted and ambiguous allegations must be construed in his favor. Murphy v. Sofamor Danek Group, Inc., 123 F.3d 394, 400 (6th Cir.1997). A complaint should not be dismissed under Rule 12(b)(6) ‘“unless it appears beyond doubt that the [pjlaintiff can prove no set of facts in support of his claim which would entitle him to relief.’ ” Lillard v. Shelby County Bd. of Educ., 76 F.3d 716, 724 (6th Cir.1996) (quoting Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957)). While the complaint need not specify every detail of a plaintiffs claim, it must give the defendant “‘fair notice of what the plaintiffs claim is and the grounds upon which it rests.’ ” Gazette v. City of Pontiac, 41 F.3d 1061, 1064 (6th Cir.1994) (quoting Conley, 355 U.S. at 47, 78 S.Ct. 99). Nonetheless, this liberal standard of review does require more than the bare assertion of legal conclusions. Allard v. Weitzman, 991 F.2d 1236, 1240 (6th Cir.1993) (citation omitted). A complaint must contain either direct or inferential allegations with respect to all the material elements necessary to sustain a recovery under some viable legal theory. Id. (citations omitted). B. ERISA Pleading Requirements Unlike claims of fraud brought pursuant to Federal Rule of Civil Procedure 9(b), which require a heightened standard of pleading, claims brought under ERISA are subject only to the simplified pleading standard of Federal Rule of Civil Procedure 8. See Swierkiewicz v. Sorema N.A., 534 U.S. 506, 122 S.Ct. 992, 152 L.Ed.2d 1 (2002). Accordingly, to survive this motion to dismiss, the Complaint must include only “a short and plain statement of the claim showing that the pleader is entitled to relief.” Id.; Fed. Rule Civ. Pro. 8(a). To state a claim for breach of fiduciary duty under ERISA, a plaintiff must allege that: (1) the defendant was a fiduciary of an ERISA plan who, (2) acting within his capacity as a fiduciary, (3) engaged in conduct constituting a breach of his fiduciary duty. See 29 U.S.C. § 1109; see In re AOL Time Warner, Inc. Sec. & “ERISA” Litig., 2005 WL 563166, at *2 (S.D.N.Y. Mar.10, 2005). In considering a defendant’s motion to dismiss, it is proper for the Court to take into account any relevant plan documents. Courts may consider ERISA plan documents not attached to a complaint where a plaintiffs claims are “based on rights under the plans which are controlled by the plans’ provisions as described in the plan documents” and where the documents are “incorporated through reference to the plaintiffs rights under the plans, and they are central to plaintiffs claims.” Weiner v. Klais & Co., 108 F.3d 86, 89 (6th Cir.1997); see also City of Monroe Employees Retirement Sys. v. Bridgestone Corp., 399 F.3d 651, 659 n. 6 (6th Cir.2005) (considering the impact of annual reports referenced in the complaint). IV. ANALYSIS A. ERISA Background & the Statutory Framework of ERISA Congress enacted ERISA “after ‘almost a decade of studying the nation’s Private Pension Plans’ and other employee benefit plans.” See Unaka Co., Inc. v. Newman, 2005 WL 1118065, at *13 (E.D.Tenn. Apr.26, 2005); Central States, Southeast & Southivest Areas Pension Fund v. Central Transport, Inc., 472 U.S. 559, 569, 105 S.Ct. 2833, 86 L.Ed.2d 447 (1985). ERISA is a “comprehensive and reticulated statute,” which is designed to protect employee pensions and benefit plans by, among other things, “setting forth certain general fiduciary duties applicable to the management of both pension and nonpension benefit plans.” Mertens v. Hewitt Assocs., 508 U.S. 248, 251, 113 S.Ct. 2063, 124 L.Ed.2d 161 (1993); Varity Corp. v. Howe, 516 U.S. 489, 496, 116 S.Ct. 1065, 134 L.Ed.2d 130 (1996). Employers are not required to establish employee benefit plans, but if they choose to do so, they must abide by ERISA. Id. Through ERISA, Congress wanted to ensure that if an employee was promised a benefit, he would receive it. Lockheed Corp. v. Spink, 517 U.S. 882, 887, 116 S.Ct. 1783, 135 L.Ed.2d 153 (1996). Thus, ERISA “protect[s] ... the interest of participants in employee benefit plans and their beneficiaries ..., by establishing standards of conduct, responsibility, and obligation for fiduciaries of employee benefit plans, and by providing for appropriate remedies, sanctions, and access to the federal courts.” Id. (citing 29 U.S.C. § 1001(b)). ERISA accomplishes this goal by mandating that private pension plan assets are to be held in trust for the exclusive benefit of plan participants and beneficiaries. Id. (citing 29 U.S.C. § 1103(a)). ERISA requires such plans to name fiduciaries who shall have the authority to control and manage the operation and administration of the plan. Id. (citing 29 U.S.C. § 1102(a)(2)). These fiduciaries need not be independent parties; the employer or plan sponsor may appoint its own “officer, employee, agent, or other representative” to serve in a fiduciary capacity. Id. (citing 29 U.S.C. § 1108(c)(3)). 1. ERISA Fiduciaries A person or entity is considered an ERISA “named fiduciary” if the written instruments governing an ERISA employee benefit plan designate his fiduciary status. Nonetheless, persons or entities who are not named as fiduciaries in plan documents but who exercise discretionary authority and control that amounts to actual decision-making power may still be considered “functional fiduciaries” with respect to the plan. A person is a functional fiduciary with respect to a plan to the extent he: (i) 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; (ii) 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 discretionary authority or responsibility to do so; or (iii) has any discretionary authority or discretionary responsibility in the administration of such plan. See 29 U.S.C. § 1102(21)(A). The Sixth Circuit has observed that “anyone who exercises authority over an employee benefit plan can properly be held an ERISA fiduciary because that term was intended to be interpreted broadly by Congress ...” See In re AEP ERISA Litig., 327 F.Supp.2d 812, 826 (S.D.Ohio 2004) (Marbley, J.) (citing Brock v. Hendershott; 840 F.2d 339, 342 (6th Cir.1988)). Courts have clarified, however, that “a person is a fiduciary only with respect to those aspects of the plan over which he exercises authority or control.” See Dynegy, 309 F.Supp.2d at 873. a. Fiduciary Duties Under ERISA An ERISA fiduciary “shall discharge his duties ... solely in the interest of the participants and beneficiaries” and must act “with the care, skill, prudence and diligence under circumstances then prevailing that a prudent [person] acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.” 29 U.S.C. § 1104(a)(1)(B). The duties charged to an ERISA fiduciary are “the highest known to the law.” Chao v. Hall Holding Co., Inc., 285 F.3d 415, 426 (6th Cir.2002) (quoting Howard v. Shay, 100 F.3d 1484, 1488 (9th Cir.1996)). The duties of a fiduciary are set forth in ERISA § 404(a)(1) which states: ... [a] fiduciary shall discharge his duties with respect to a plan solely in the interest of the participants and beneficiaries and— (A) for the exclusive purpose of: (i) providing benefits to participants and their beneficiaries; and (ii) defraying reasonable expenses of administering the plan; (B) with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; (C) by diversifying the investments of the plan so as to minimize the risk of large losses, unless under the cireum-stances it is clearly prudent not to do so; and (D) in accordance with the documents and instruments governing the plan. 29 U.S.C. § 1104(a)(1). The Sixth Circuit has enumerated three general duties of pension plan fiduciaries under Section 1104(a)(1). Kuper v. Iovenko, 66 F.3d 1447, 1458 (6th Cir.1995). The first is a “duty of loyalty” pursuant to which “all decisions regarding an ERISA plan ‘must be made with an eye single to the interest of the participants and beneficiaries.’ ” Id. The second obligation imposed under ERISA, the “prudent person” obligation, imposes “an unwavering duty” to act both “as a prudent person would act in a similar situation” and “with single minded devotion” to those same plan participants and beneficiaries. Id. Finally, an ERISA fiduciary must “act for the exclusive purpose” of providing benefits to plan beneficiaries. Id. (quoting Berlin v. Michigan Bell Tele. Co., 858 F.2d 1154, 1162 (6th Cir.1988) and Donovan v. Bierwirth, 680 F.2d 263, 271 (2d Cir.1982)). Indeed, “[a] fiduciary breaches his duty by providing plan participants with materially misleading information, ‘regardless of whether the fiduciary’s statements or omissions were made negligently or intentionally.’ ” See AEP, 327 F.Supp.2d at 819 (citing James v. Pirelli Armstrong Tire Corp., 305 F.3d 439, 449 (6th Cir.2002)). According to the Supreme Court “[f]idu-ciaries are assigned a number of detailed duties and responsibilities, which include ‘the proper management, administration, and investment of [plan] assets, the maintenance of proper records, the disclosures of specified information, and the avoidance of conflicts of interest.’ ” Mertens, 508 U.S. at 248, 113 S.Ct. 2063. In Varity Corp., the Court elaborated that: [t]here is more to plan (or trust) administration than simply complying with the specific duties imposed by the plan documents or statutory regime; it also includes the activities that are “ordinary and natural means” of achieving the “objective” of the plan. Indeed, the primary function of the fiduciary duty is to constrain the exercise of discretionary powers which are controlled by no other specific duties imposed by the trust instrument or the legal regime. If the fiduciary duty applied to nothing more than activities already controlled by other specific duties, it would serve no purpose. Varity Corp., 516 U.S. at 504, 116 S.Ct. 1065. i. Loyalty ERISA requires fiduciaries to discharge their duties with respect to a plan “solely in the interest of the participants and beneficiaries.” 29 U.S.C. § 1104(a)(1). In other words, “for the exclusive purpose of (i) providing benefits to participants and their beneficiaries; and (ii) defraying reasonable expenses of administering the plan.” See id. § 1104(a)(1)(A). In Pe-gram, the Supreme Court explained that the fiduciary responsibilities imposed by this section of ERISA arise from the common law of trusts. See 530 U.S. 211, 224, 120 S.Ct. 2143, 147 L.Ed.2d 164 (2000) (quoting Central States, Southeast & Southwest Areas Pension Fund, 472 U.S. at 559, 105 S.Ct. 2833 (“[R]ather than explicitly enumerating all of the powers and duties of trustees and other fiduciaries, Congress invoked the common law of trusts to define the general scope of their authority and responsibility.”)); see also, Hams Trust & Savs. Bank v. Salomon Smith Barney, Inc., 530 U.S. 238, 240, 120 S.Ct. 2180, 147 L.Ed.2d 187 (2000) (“The common law of trusts ... offers a starting point for analysis of [ERISA] ... [unless] it is inconsistent with the language of the statute, its structure, or its purposes.”). “Beyond the threshold statement of responsibility, however, the analogy between ERISA fiduciary and common law trustee becomes problematic ... because the trustee at common law characteristically wears only his fiduciary hat when he takes action to affect a beneficiary, whereas the trustee under ERISA may wear different hats.” Pegram, 530 U.S. at 224, 120 S.Ct. 2143. (a) “Two Hat” Doctrine Comparing a traditional trustee to an ERISA fiduciary, the Pegram Court explained that while a traditional fiduciary “is not permitted to place himself in a position where it would be for his own benefit to violate his duty to the beneficiaries ... [u]nder ERISA ... a fiduciary may have financial interests adverse to beneficiaries.” 530 U.S. at 224, 120 S.Ct. 2143 (citing 2A A. Scott & W. Fratcher, Trusts § 170, 311 (4th ed.1987)). “Employers, for example, can be ERISA fiduciaries and still take actions that disadvantage employee beneficiaries when they act as employers (e.g., firing a beneficiary for reasons unrelated to the ERISA plan), or even as plan sponsors {e.g., modifying the terms of a plan as allowed by ERISA to provide less generous benefits).” Id. The Pegram court also recognized that: [t]he law does not require employers to establish employee benefit plans. Congress sought to encourage employers to set up plans voluntarily by offering tax incentives, methods to limit fiduciary liability, means to contain administrative costs, and giving employers flexibility and control over matters such as whether or when to establish an employee benefit plan, how to design a plan, how to amend a plan, when to terminate a plan, all of which are generally viewed as business decisions of a settlor, not of a fiduciary, and thus not subject to fiduciary obligations. See In re Enron Corp. Sec., Derivative & ERISA Litig., 284 F.Supp.2d 511, 551 (S.D.Tex.2003) (citing Pegram, 530 U.S. at 224, 120 S.Ct. 2143.). Moreover, in Pe-gram, the Supreme Court also recognized that there exists no “apparent reason in the ERISA provisions to conclude ... that this tension is permissible only for the employer or plan sponsor, to the exclusion of persons who provide services to an ERISA plan.” See 530 U.S. at 224, 120 S.Ct. 2143. (b) One Hat at a Time ERISA requires, however, “that a fiduciary with two hats wear only one at a time, and wear the fiduciary hat when making fiduciary decisions.” Pegram, 530 U.S. at 224, 120 S.Ct. 2143 (citing Varity Corp., 516 U.S. at 489, 116 S.Ct. 1065). Thus, ERISA does not define “fiduciaries simply as administrators of the plan, or managers or advisers ... [i]nstead, it defines an administrator, for example, as a fiduciary only ‘to the extent’ that he acts in such a capacity in relation to a plan.” Id. (citing 29 U.S.C. § 1002(21)(A)). As a result, in every case charging a defendant with the breach of an ERISA fiduciary duty, the threshold question is not whether the actions of some person employed to provide services under a plan adversely affected a plan beneficiary’s interest, but whether that person was acting as a fiduciary (that is, was performing a fiduciary function) when taking the action subject to the complaint. See Dynegy, 309 F.Supp.2d at 861, 874-75 (citing Pegram, 120 S.Ct. at 2152-53). ii. Prudence Pursuant to the duty of prudence, a fiduciary must act “with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent [person] acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.” See 29 U.S.C. § 1104(a)(1)(B). The Fifth Circuit has stated: [i]n determining compliance with ERISA’s prudent [person] standard, courts objectively assess whether the fiduciary, at the time of the transaction, utilized proper methods to investigate, evaluate and structure the investment; acted in a manner as would others familiar with such matters; and exercised independent judgment when making investment decisions. [ERISA’s] test of prudence ... is one of conduct, and not a test of the performance of the investment. The focus of the inquiry is how the fiduciary acted in his selection of the investment, and not whether his investments succeeded or failed. Thus, the appropriate inquiry is whether the individuals] ... at the time they engaged in the challenged transactions, employed the appropriate methods to investigate the merits of the investment and to structure the investment. Laborers Nat’l Pension Fund v. N’ern Trust, 173 F.3d 313, 317 (5th Cir.1999). Regulations promulgated by the Department of Labor (“DOL”) generally reflect that a fiduciary with investment duties must act as a prudent investment manager under the modern portfolio theory rather than under the common law of trusts standard, which examined each investment with an eye toward its individual riskiness. Id. (citing 29 C.F.R. § 2550.404a-l). Because the “prudent person” standard focuses on whether the fiduciary utilized appropriate methods to investigate and evaluate the merits of a particular investment, what is considered “appropriate” in a particular case depends upon “the ‘character’ and ‘aim’ of the particular plan and decisions at issue and the ‘circumstances prevailing’ at the time a particular course of action must be investigated and undertaken.” See Dynegy, 309 F.Supp.2d at 875 (citing Bussian v. RJR Nabisco, Inc., 223 F.3d 286, 299 (5th Cir.2000)). Furthermore, the “prudent person” standard is an objective standard, and good faith is not a defense to a claim of imprudence. Id.; see also, Enron, 284 F.Supp.2d at 548. iii. Diversification ERISA requires fiduciaries to diversify “the investments of the plan so as to minimize the risk of large losses unless, under the circumstances, it is clearly prudent not to do so.” See 29 U.S.C. § 1104(a)(1)(C). The ■ Court in Metzler v. Graham explained: The degree of investment concentration that would violate this requirement to diversify cannot be stated as a fixed percentage, because a fiduciary must consider the facts and circumstances of each case. The factors to be considered include[:] (1) the purposes of the plan; (2) the amount of the plan assets; (3) financial and industrial conditions; (4) the type of investment, whether mortgages, bonds or shares of stock or otherwise; (5) distribution as to geographical location; (6) distribution as to industries; (7) dates of maturity. Metzler v. Graham, 112 F.3d 207, 209 (5th Cir.1997) (citing H.R.Rep. No. 1280 93d Cong., 2d Sess. (1974), reprinted in 1974 U.S.C.C.A.N. 5038, 5084-85 (Conf. Rept. at 304)). The court also noted, “[w]e think it is entirely appropriate for a fiduciary to consider the time horizon over which the plan will be required to pay out benefits in evaluating the risk of large loss from an investment strategy.” Id. at 210. Moreover, the court admonished lower courts that “[i]t is clearly imprudent to evaluate diversification solely in hindsight — plan fiduciaries can make honest mistakes that do not detracts from a conclusion that their decisions were prudent at the time.” Id. at 209. iv. Diversification Exceptions ERISA, however, has some “carve-out exceptions” for plans meeting certain qualifications. For instance, 29 U.S.C. § 1107 permits an employee pension plan to acquire and hold qualifying employer securities provided that the aggregate fair market value of employer securities held by the plan does not exceed 10 percent of the fair market value of the assets of the plan immediately after such acquisition. See 29 U.S.C. § 1107. As set forth above, ERISA’s “prudent person” standard of care requires plan fiduciaries to diversify the plan’s investments so as to minimize the risk of large losses, unless under the circumstances it clearly would not be prudent to do so. See Kuper, 66 F.3d at 1458. There exist, however, special ERISA plans defined as “eligible independent account plans” (“EIAPs”). A plan is an EIAP when it is an individual account plan which is also a profit sharing, stock bonus, thrift, or savings plan. Id. § 1107(d)(3)(A). In the case of an EIAP, however, the diversification requirement and the prudence requirement (to the extent that it requires diversification) are not violated by acquisition of or holding of qualifying employer securities. 29 U.S.C. § 1104(a)(1)(C) and (2). This special rule for EIAPs reflects a “strong policy and preference in favor of investment in employer stock.” Unaka Co., 2005 WL 1118065, at *15 (citing Fink v. Nat’l Savings and Trust Co., 772 F.2d 951, 956 (D.C.Cir.1985)). One special type of EIAP is an employee stock ownership plan (“ESOP”), which is an ERISA plan investing primarily in “qualifying employer securities”— usually shares of stock in the employer creating to plan. See 29 U.S.C. § 1107(a)(6)(A). Congress envisioned that an ESOP would function both as an employee retirement benefit plan and a technique of corporate finance that would encourage employee ownership. Kuper, 66 F.3d at 1457; see Unaka Co., 2005 WL 1118065, at *15. Because of these dual purposes, ESOPs are not designed to guarantee retirement benefits, and they place employee retirement assets at much greater risk than the typical diversified ERISA plan. Id. In Kuper, the court found that “despite this recognition that ESOPs place employee assets at a greater risk, the purpose of ESOPs cannot override ERISA’s goal of ensuring the proper management and soundness of employee benefit plans.” Kuper, 66 F.3d at 1457. These competing concerns, that is, Congress’ intent to encourage the formation of ESOPs by passing legislation granting such plans special treatment on the one hand and the competing policy of ERISA, that of safeguarding the interest of participants in employee benefit plans on the other, make it more difficult to delineate the responsibilities of ESOP fiduciaries. See Unaka Co., 2005 WL 1118065, at *15. The Sixth and Third Circuits have held that a proper balance between the purpose of ERISA and the nature of ESOPs requires that an ESOP fiduciary’s decision to invest in employer securities be reviewed for an “abuse of discretion.” Kuper, 66 F.3d at 1459; see Moench v. Robertson, 62 F.3d 553 (3d Cir.1995). Kuper creates a presumption that a fiduciary’s decision to remain invested in employer securities was reasonable. 66 F.3d at 1459. A plaintiff may then rebut this presumption of reasonableness by showing that a prudent fiduciary acting under similar circumstances would have made a different investment decision. Id. Reasonable reliance upon advice received from the plan’s legal and financial advisors may not be a defense to a charge that fiduciaries have not acted prudently. Reliance on the advice of counsel or a financial advisor, however, without more, will not insulate a fiduciary from being found to have breached his fiduciary duties. See Unaka Co., 2005 WL 1118065, at *16; Donovan v. Mazzola, 716 F.2d 1226, 1234 (9th Cir.1983). “Although securing an independent assessment from a financial advisor or legal counsel is evidence of a thorough investigation, it is not a complete defense to a charge of imprudence.” Martin v. Feilen, 965 F.2d 660, 670-71 (8th Cir.1992); Howard v. Shay, 100 F.3d 1484, 1489 (9th Cir.1996) (citing Mazzola, 716 F.2d at 1234). Further, “independent expert advice is not a whitewash.” Id. (citing Donovan v. Bierwirth, 680 F.2d 263, 272 (2d Cir.1982)). Three requirements must be met before a fiduciary may rely upon expert advice. Unaka Co., 2005 WL 1118065, at *16. The fiduciary must: (1) investigate the expert’s qualifications; (2) provide the expert with complete and accurate information; and (3) make certain that reliance on the expert’s advice is reasonably justified under the circumstances. Id. (citing Howard, 100 F.3d at 1489). Under the abuse of discretion standard, plaintiffs have the burden of proving not only that defendants breached their fiduciary duties, but also that such breaches caused a loss to the plan. Kuper, 66 F.3d at 1459; Silverman v. Mut Ben. Life Ins. Co., 138 F.3d 98 (2d Cir.1998); Willett v. Blue Cross, 953 F.2d 1335, 1343 (11th Cir.1992); Call v. Sumitomo Bank, 881 F.2d 626, 633 (9th Cir.1989). ERISA’s plain language also makes clear that a fiduciary is a person liable to a plan only for losses to the plan resulting from the breach. See 29 U.S.C. § 1109(a). Upon finding a breach of fiduciary duty resulting in loss to the plan, the court may award damages and award prevailing parties their reasonable and necessary fees and costs incurred in pursuing the breach of fiduciary duty claims. See 29 U.S.C. § 1132(g). v. Compliance ERISA requires fiduciaries to discharge their duties “in accordance with the documents and instruments governing the plan insofar as such documents and instruments are consistent with the provisions of [ERISA].” See 29 U.S.C. § 1104(a)(1)(D). “In case of a conflict, the provisions of ERISA policies as set forth in the statute and regulations prevail over those of the Fund guidelines.” See Dynegy, 309 F.Supp.2d at 876 (citing Laborers Nat’l, 173 F.3d at 322); see also Central States, 105 S.Ct. at 2833 (“[T]rust documents cannot excuse trustees from their duties under ERISA, and ... trust documents must generally be construed in light of ERISA’s policies.”); Donovan, 716 F.2d at 1467 (“Though freed by Section 408 from the prohibited transaction rules, ESOP fiduciaries remain subject to the general requirements of Section 404.”); Moench, 62 F.3d at 567 (where the plan language “constrains the [a fiduciary’s] ability to act in the best interest of the beneficiaries,” it is inconsistent with ERISA and with the common law of trusts and must not be followed). b. Remedies for Breach ERISA makes fiduciaries liable for breach of their duties, and specifies the remedies available against them. See Mertens, 508 U.S. at 251, 113 S.Ct. 2063 (citing 29 U.S.C. § 1109(a)). The statute provides: Any person who is a fiduciary with respect to a plan who breaches any of the responsibilities, obligations or duties imposed upon fiduciaries by this subchap-ter shall be personally liable to make good to such plan any losses to the plan resulting from each such breach, and to restore to such plan any profits of such fiduciary which have been made through use of assets of the plan by the fiduciary, and shall be subject to such other equitable or remedial relief as the court may deem appropriate including removal of such fiduciary.... 29 U.S.C. § 1109(a). Because § 1109 does not distinguish between named fiduciaries and functional fiduciaries, it is applicable to both types of ERISA fiduciaries. See Enron, 284 F.Supp.2d at 545-46. ERISA allows any plan participant, beneficiary, or fiduciary to bring a civil action “for appropriate relief under section 1109.” Mertens, 508 U.S. at 253, 113 S.Ct. 2063 (quoting 29 U.S.C. § 1132(a)(2)). Nevertheless, ERISA does not permit a civil action for legal damages against a non-fiduciary charged with knowing participation- in a fiduciary breach. See Dynegy, 309 F.Supp.2d at 876-77; Reich v. Rowe, 20 F.3d 25, 29 (1st Cir.1994) (citing Mertens, 508 U.S. at 253, 113 S.Ct. 2063). As an alternative to fiduciary liability, a non-fiduciary may be liable as a “party in interest,” but only for “appropriate equitable relief,” including injunctions and equitable restitution, in civil actions brought by plan participants under 29 U.S.C. § 1132(a)(3). See Useden v. Acker, 947 F.2d 1563, 1581-82 (11th Cir.1991); Useden v. Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, 508 U.S. 959, 113 S.Ct. 2927, 124 L.Ed.2d 678 (1993). A party in interest of an employee benefit plan is defined in 29 U.S.C. § 1002(14) and includes, inter alia, any fiduciary (administrator, officer, trustee, custodian, etc.), a person that provides services to the plan (such as an accountant, attorney), an employer of any employees covered by the plan, and an employee organization, including any members covered by the plan. See Dynegy, 309 F.Supp.2d at 877. Such non-fiduciaries may be held liable for such “appropriate equitable relief’ if they are “parties in interest” and, if with actual or constructive knowledge, they participate in a fiduciary’s breach of its duties in transactions between the plan and a party in interest that are expressly prohibited under 29 U.S.C. § 1106(a). See id.; Enron, 284 F.Supp.2d at 570. B. Whether Plaintiffs Have Stated a Claim for Relief under ERISA § 502(a)(3) As a threshold consideration, the Court will consider Defendants’ argument that Plaintiffs have failed to state a claim for relief under ERISA § 502(a)(3). 29 U.S.C. § 1132(a)(3); see Certain Defs.’ Motion to Dismiss at 11. As explained above, all three counts of Plaintiffs’ Complaint proceed under both Sections 502(a)(2) and 502(a)(3) of ERISA. See supra Part II.E. Section 502(a)(2) gives a participant a right to sue on behalf of a plan for alleged breach of fiduciary duty where any recovery goes to the plan itself. 29 U.S.C. § 1132(a)(2). Section 502(a)(3) creates a right of action for a participant to sue for “other appropriate equitable relief’ to remedy violations of ERISA. 29 U.S.C. § 1132(a)(3). In their Prayer for Relief, Plaintiffs demand: (1) a declaration that Defendants have breached their ERISA fiduciary duties to the participants; (2) an order compelling the Defendants to “make good” to the Plan all losses to the Plan resulting from Defendants’ breaches of their fiduciary duties, including losses to the Plan resulting from imprudent investment of the Plan’s assets, and to restore to the Plan all profits which the participants would have made if the Defendants had fulfilled their fiduciary obligations; (3) the imposition of a constructive trust on any amounts by which any Defendant was unjustly enriched at the Plan’s expense as the result of breaches of fiduciary duty; (4) an order enjoining Defendants from any further violations of their ERISA fiduciary obligations; (5) actual damages in the amount of any losses the Plan suffered, to be allocated among the participants’ individual accounts in proportion to the accounts’ losses; (6) equitable relief; (7) costs pursuant to 29 U.S.C § 1132(g); (8) attorneys’ fees pursuant to 29 U.S.C. § 1132(g) and the common fund doctrine; and (9) such other relief as the Court may deem equitable and just. See Complaint 111. Defendants contend that Plaintiffs’ Prayer for Relief is a feeble attempt to disguise money damages as an “equitable remedy.” Accordingly, Defendants argue that all three counts of the claims brought under Section 502(a)(3) should be dismissed because that section does not allow plaintiffs to recover monetary relief. Plaintiffs, however, counter that their requests for statutory costs, attorney’s fees, declaratory relief, injunctive relief, and the imposition of a constructive trust on any amounts by which Defendants were unjustly enriched are all permissible equitable remedies. ERISA allows plan beneficiaries, plan administrators, and the Secretary of Labor to enforce its provisions. See 29 U.S.C. § 1132(a)(l)-(6). ERISA, however, distinguishes between those parties in the types of relief it makes available to them. See Helfrich, v. PNC Bank, Kentucky, Inc., 267 F.3d 477, 481 (6th Cir.2001). Acting on behalf of a benefit plan, the Secretary of Labor and the plan administrator are entitled to seek the full gamut of legal and equitable relief. See id.; see 29 U.S.C. § 1132(a)(l)-(6). In contrast, ERISA restricts plan beneficiaries to equitable relief with no recourse to money damages-. See 29 U.S.C. § 1132(a)(3); Mertens, 508 U.S. at 255, 113 S.Ct. 2063 (holding that ERISA does not authorize suits for money damages against non-fiduciaries who knowingly participate in a fiduciary’s breach of fiduciary duty); Great-West Life & Annuity Ins. Co. v. Knudson, 534 U.S. 204, 122 S.Ct. 708, 151 L.Ed.2d 635 (2001) (finding that ERISA § 502(a)(3) does not authorize petitioners to seek the imposition of personal liability on respondents for a contractual obligation to pay money because it is akin to legal relief); Helfrich, 267 F.3d at 481 (dismissing plaintiffs claim under § 502(a)(3) requesting that defendant bank should compensate him for the losses he suffered because the bank failed to transfer his assets to higher performing mutual funds because it was a claim for money damages, not equitable restitution); Qualchoice, Inc. v. Rowland, 367 F.3d 638, 648-50 (6th Cir.2003) (because the source of the claim asserted by plaintiffs was a “contract to pay money,” and the procedural mechanisms of constructive trust and equitable lien were not proper mechanisms for enforcing this right as, traditionally, they would not have been awarded by a court of equity in a breach of contract action, the court dismissed plaintiffs’ claims under ERISA § 502(a)(3) for lack of subject matter jurisdiction). The Supreme Court in Mertens noted that, “[although they often dance around the word, what petitioners in fact seek is nothing other than compensatory damages — monetary relief for all losses their plan sustained as a result of the alleged breach, of fiduciary duties. Money damages are, of course, the classic form of legal relief.” 508 U.S. at 255, 113 S.Ct. 2063 (citing Curtis v. Loether, 415 U.S. 189, 196, 94 S.Ct. 1005, 39 L.Ed.2d 260 (1974)). The Defendants primarily rely on Crosby v. Bowater, Inc. Retirement Plan for Salaried Employees of Great N’em. Paper Inc. See 382 F.3d 587 (6th Cir.2004) (finding that because he requested monetary damages, not equitable relief, plaintiff did not have a justiciable claim under § 502(a)(3)). In Crosby, Mr. Crosby, an employee benefit plan participant who had opted to receive lump-sum cash payment for early retirement benefits brought a class action against the plan and the plan administrator on behalf of himself and similarly situated plan participants alleging that the administrator’s use of a “mortality discount for [the] period before normal retirement age” caused partial forfeiture of his accrued benefit in violation of ERISA. 382 F.3d at 587. In Crosby’s “prayer for relief,” he requested that the court order the defendants to do the following: (1) re-compute any and all lump sum benefits previously paid using the methodology followed in the recomputation of Mr. Crosby’s lump ,sum retirement without using a mortality discount for the period before normal retirement age; and (2) pay all plan participants who previously received a lump sum distribution the difference between the amount so computed and the lump sum amount the participant received from the Plan, plus the pre-judgment and post-judgment interest on this amount; and requested that the court: (3) enjoin defendants from using a mortality discount when computing lump sum distributions from the Plan in the future; (4) order the defendants to pay reasonable attorney’s fees and costs; (5) impose a constructive trust over the amount of plan assets necessary to pay the amounts determined; and (6) award any other equitable relief the Court deemed appropriate. See id. at 592. The Sixth Circuit, focusing its analysis on Mr. Crosby’s claim for a “constructive trust,” determined that the foregoing requested relief, though labeled as equitable, was substantively legal. See Crosby, 382 F.3d at 595-96. The Sixth Circuit, however, found that, Mr. Crosby was not seeking to have a constructive trust imposed on assets wrongfully conveyed to a third party. Id. The Court reasoned that “Mr. Crosby [asked] for imposition of a constructive trust over sufficient assets to assure that his claim [would] be paid, thereby putting him in a better position than he would occupy as a general creditor. But Crosby has no basis for obtaining such a priority.” Id. at n. 8. In this case, Plaintiffs’ “Prayer for Relief’ is structured almost identically to that in Crosby. See id. at 591-92; Complaint ¶ 111. Also, like Mr. Crosby, Plaintiffs ask the Court to refund the difference between the artificially inflated price they paid for their Cardinal stock, and the price the stock price was actually worth. Id. Consequently, the Court finds that, though Plaintiffs try to mask them requested relief as equitable, in truth, it is nothing more than “compensatory damages”: monetary relief for the losses their plan sustained as a result of the alleged breach of fiduciary duties. The Court, therefore, GRANTS Defendants’ Motion to Dismiss Counts I, II, and III brought under ERISA § 502(a)(3). All claims asserted under ERISA § 502(a)(2), however, remain, and a discussion of these claims follows. C. Defendants’ Various Motions to Dismiss All the named Defendants have either submitted or joined in a motion to dismiss all of the claims asserted against them. Because Plaintiffs’ Complaint does not identify specific Defendants allegedly liable for the alleged breaches, but contains more general allegations asserted against groups of Defendants (i.e. the “Director Defendants,” or the “Committee Defendants”), and because Plaintiff has submitted one omnibus Memorandum in Opposition to all but two of the pending motions, the briefing is replete with overlapping issues and arguments. The Court, therefore, will discuss each claim for relief asserted against each group of Defendant(s). Moreover, where possible, the Court will address any arguments raised in opposition to multiple claims only once. 1. Defendants’ Fiduciary Obligations With respect to Counts I — III generally, the following Plan documents set out the fiduciary obligations of the various players (if any) and echo the law established under ERISA discussed in Part IV.A., supra. Under § 10.01, Cardinal is the sole named “Plan Administrator.” See App. Ex. A § 10.01; App. Ex. B § 10.01. Under § 10.02, the Cardinal Board of Directors has the duty to appoint the members of a Committee which will assist Cardinal in the administration of the Plan. Id. § 10.02. Accordingly, under § 8.02, Cardinal must provide the Committee with any information that it determines necessary for the proper administration of the Plan, and to the Trustee, Cardinal must provide any such facts as are deemed necessary for the Trustee to carry out its duties under the Plan. Id. § 8.02. Under § 10.01 Cardinal has sole discretion in appointing, removing and replacing the Trustee. Cardinal is a fiduciary to the Plan to the extent it exercises discretionary control and authority over these specific matters. Id. § 10.01. The duties of the Committee appointed by the Cardinal Board of Directors are laid out in § 10.05 of the Plan and include directing the Trustee “with respect to the crediting and distributing of the Trust,” “engag[ing] the service of an Investment Manager or Investment Managers ... each of whom shall have full power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition or disposition) of any Plan asset under its control.” § 10.05(D) & (H). Id. § 10.05. Further, the Plan vests the Committee with additional obligations. Section 8.05 (“Investment Fund”-) of the Plan states that the Committee, with the help of the Trustee, is to “[ejstablish certain investment funds (the “Investment Funds ”), rules governing [their] administration ... and procedures for directing the investment of Participant Accounts among the Investment Funds.” Id. § 8.05. Also, under § 8.05, the Committee and Cardinal are afforded the “right to change the investment options available under the Plan and the rules governing the designations at any time from time to time.” Id. The Trustee, is vested by § 10.01 as having “the sole responsibility for the administration of the Trust and the management of the assets held under the Trust as specifically provided in the Trust.” Id. § 10.01. The Plan qualifies that responsibility in § 10.03, however, when the Committee may direct the Trustee with respect to the crediting and distribution of the Trust, and in § 10.01, which reads, [e]ach fiduciary warrants that any directions given, information furnished, or action taken by it shall be in accordance with the provisions of this Plan and the Trust, authorizing or providing for any such direction, information or action. Furthermore, each fiduciary may rely upon any such direction, information or action of another fiduciary as being proper under this Plan and the Trust, and is not required- under this Plan or the Trust to inquiry into the propriety of any such direction, information or action. It is intended under the Plan and the • Trust that each fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under this Plan and the Trust and shall not be responsible for any act of another fiduciary. Id. The Master Trust Agreement, names Putnam Trust as the Plan’s Trustee. Section 8 of the Plan discusses Cardinal’s Trust Agreement with Putnam. See App. Ex. 1 § 8, App. Ex. 2 § 8. Section 8.05 of the Plan provides, in relevant part, The Committee and the Trustee shall establish certain investment funds (the “Investment Funds ”), rules governing the administration of the Investment Funds, and procedures for directing the investment of Participant Accounts among the Investment Funds. The Trustee shall invest and reinvest the principal and income of each Account in the Trust Fund as required by ERISA and as directed by Participant. The Committee and the Employer reserve the right to change the investment options available under- the Plan and the rules governing investment designations at any time and from time to time. The Trustee is authorized to maintain the “Employer Common Stock Fund” as one of the Investment Funds ... In addition to the Employer Common Stock Fund, all or any portion of the remaining Trust Fund may consist of Shares. The Trustee may acquire or dispose of Shares as necessary to implement Participant directions and may net transactions within the Trust Fund ... Each Investment Fund (other than the Employer Common Stock Fund) shall be established by the Trustee at the direction or with the concurrence of the Committee ... The Trustee shall hold, manage, administer, invest, reinvest, account for and otherwise deal with the Trust Fund and each separate Investment Fund as Provided in the Trust Agreement. See id. Further, Section 1 of the Master Trust Agreement reads, in pertinent part: 1. Trustee Responsibility. The Trustee shall hold the assets of and collect the income and make payments from the Master Trust, all as hereinafter provided.' Subject to the conditions and limitations set forth herein, the Trustee shall be responsible for the prop