HARRIS TRUST AND SAVINGS BANK, as trustee for the AMERITECH PENSION TRUST, et al. v. SALOMON SMITH BARNEY INC. et al.

530US1 Unit: $U72 [10-23-01 13:08:52] PAGES PGT: OPIN
238 OCTOBER TERM, 1999
Syllabus
HARRIS TRUST AND SAVINGS BANK, as trustee
for the AMERITECH PENSION TRUST, et al. v.
SALOMON SMITH BARNEY INC. et al.
certiorari to the united states court of appeals for
the seventh circuit
No. 99–579. Argued April 17, 2000—Decided June 12, 2000
The Employee Retirement Income Security Act of 1974 (ERISA) bars a
fiduciary of an employee benefit plan from causing the plan to engage in
certain prohibited transactions with a “party in interest,” § 406(a), de-
fined to encompass entities that a fiduciary might be inclined to favor at
the expense of the plan’s beneficiaries, see § 3(14). Section 406’s prohi-
bitions are subject to both statutory and regulatory exemptions. See
§§ 408(a), (b). The Ameritech Pension Trust (APT), an ERISA pension
plan, allegedly entered into a transaction prohibited by § 406(a) and not
exempted by § 408 with respondent Salomon Smith Barney Inc. (Salo-
mon), a nonfiduciary party in interest. APT’s fiduciaries—its trustee,
petitioner Harris Trust and Savings Bank, and its administrator, peti-
tioner Ameritech Corporation—sued Salomon under § 502(a)(3), which
authorizes a fiduciary, inter alios, to bring a civil action to obtain
“appropriate equitable relief ” to redress violations of ERISA Title I.
Salomon moved for summary judgment, arguing that § 502(a)(3), when
used to remedy a transaction prohibited by § 406(a), authorizes a suit
only against the party expressly constrained by § 406(a)—the fiduciary
who caused the plan to enter the transaction—and not against the coun-
terparty to the transaction. The District Court denied the motion,
holding that ERISA provides a private cause of action against nonfidu-
ciaries who participate in a prohibited transaction, but granted Salo-
mon’s motion for certification of the issue for interlocutory appeal. The
Seventh Circuit reversed, holding that the authority to sue under
§ 502(a)(3) does not extend to a suit against a nonfiduciary “party in
interest” to a transaction barred by § 406(a).
Held: Section 502(a)(3)’s authorization to a plan “participant, beneficiary,
or fiduciary” to bring a civil action for “appropriate equitable relief ”
extends to a suit against a nonfiduciary “party in interest” to a prohib-
ited transaction barred by § 406(a). Pp. 245–254.
(a) In providing that “[a] fiduciary . . . shall not cause the plan to
engage in a [prohibited] transaction” (emphasis added), § 406(a)(1) im-
poses a duty only on the fiduciary that causes the plan to engage in
the transaction. However, this Court rejects the Seventh Circuit’s and

530US1 Unit: $U72 [10-23-01 13:08:52] PAGES PGT: OPIN
239 Cite as: 530 U. S. 238 (2000)
Syllabus
Salomon’s conclusion that, absent a substantive ERISA provision ex-
pressly imposing a duty on a nonfiduciary party in interest, the nonfidu-
ciary party may not be held liable under § 502(a)(3), one of ERISA’s
remedial provisions. Because § 502(a)(3) itself imposes certain duties,
liability under that provision does not depend on whether ERISA’s sub-
stantive provisions impose a specific duty on the party being sued.
While § 502(a)(3) does not authorize “appropriate equitable relief ” at
large, but only for the purpose of “redress[ing any] violations or . . .
enforc[ing] any provisions” of ERISA or an ERISA plan, e. g., Peacock
v. Thomas, 516 U. S. 349, 353, the section admits of no limit (aside from
the “appropriate equitable relief ” caveat) on the universe of possible
defendants. Indeed, § 502(a)(3) makes no mention at all of which par-
ties may be proper defendants—the focus, instead, is on redressing the
“act or practice which violates any provision of [ERISA Title I].”
(Emphasis added.) Other provisions of ERISA, by contrast, expressly
address who may be a defendant. See, e. g., § 409(a). And, in providing
that a “civil action may be brought by a participant, beneficiary, or
fiduciary” (emphasis added), § 502(a) itself demonstrates Congress’ care
in delineating the universe of plaintiffs who may bring certain civil
actions. The matter is conclusively resolved by § 502(l), which provides
for assessment by the Secretary of Labor of a civil penalty against a
fiduciary or “other person” who knowingly participates in a fiduciary’s
ERISA violation, defining the amount of such penalty by reference to
the amount “ordered by a court to be paid by such . . . other person . . . in
a judicial proceeding . . . by the Secretary under subsection . . . (a)(5).”
(Emphasis added.) The plain implication is that the Secretary may
bring a civil action under § 502(a)(5) against an “other person” who
“knowing[ly] participat[es]” in a fiduciary’s violation, notwithstanding
the absence of any ERISA provision explicitly imposing a duty upon an
“other person” not to engage in such knowing participation. It thus
follows that a participant, beneficiary, or fiduciary may bring suit against
an “other person” under the similarly worded subsection (a)(3). See
Mertens v. Hewitt Associates, 508 U. S. 248, 260. Id., at 261, distin-
guished. Section 502(l), therefore, refutes the notion that § 502(a)(3) (or
(a)(5)) liability hinges on whether the particular defendant labors under
a duty expressly imposed by ERISA Title I’s substantive provisions.
Pp. 245–249.
(b) The Court rejects Salomon’s argument that it would contravene
common sense for Congress to impose civil liability on a party, such as
a nonfiduciary party in interest to a § 406(a) transaction, that is not a
“wrongdoer” in the sense of violating a duty expressly imposed by
ERISA Title I’s substantive provisions. This argument ignores the
limiting principle explicit in § 502(a)(3): that the retrospective relief

530US1 Unit: $U72 [10-23-01 13:08:52] PAGES PGT: OPIN
240 HARRIS TRUST AND SAV. BANK v. SALOMON
SMITH BARNEY INC.
Syllabus
sought be “appropriate equitable relief.” The common law of trusts,
which offers a starting point for ERISA analysis, Hughes Aircraft Co.
v. Jacobson, 525 U. S. 432, 447, plainly countenances the sort of relief
sought by petitioners against Salomon here, see Moore v. Crawford, 130
U. S. 122, 128. It also sets limits on restitution actions against defend-
ants other than the principal “wrongdoer.” Translated to the instant
context, a transferee of ill-gotten plan assets may be held liable, if the
transferee (assuming he has purchased for value) knew or should have
known of the circumstances that rendered the transaction prohibited.
Those circumstances, in turn, involve a showing that the plan fiduciary,
with actual or constructive knowledge of the facts satisfying the ele-
ments of a § 406(a) transaction, caused the plan to engage in the transac-
tion. Lockheed Corp. v. Spink, 517 U. S. 882, 888–889. The common
law additionally prompts rejection of Salomon’s complaint that the
Court’s view of § 502(a)(3) would incongruously allow not only the
harmed beneficiaries, but also the culpable fiduciary, to seek restitution
from the arguably less culpable counterparty-transferee. The common
law sees no incongruity in such a rule: Although the fiduciary bases his
cause of action upon his own wrongdoing, he may maintain the action
because its purpose is to recover money for the plan. And while Salo-
mon correctly observes that the antecedent violation of § 406(a)’s per se
prohibitions on transacting with a party in interest was unknown at
common law, the Court rejects as unsupported Salomon’s suggestion
that common-law liability should not attach to an act that does not vio-
late a common-law duty. Thus, an action for restitution against a trans-
feree of tainted plan assets satisfies § 502(a)(3)’s “appropriate[ness]” cri-
terion. Such relief is also “equitable.” See Mertens, supra, at 260.
Pp. 249–253.
(c) The Court declines to depart from § 502(a)(3)’s text on the basis of
two nontextual matters: (1) that the congressional Conference Commit-
tee rejected language that would have expressly imposed a duty on
nonfiduciary parties to § 406(a) transactions, and (2) that the policy
consequences of recognizing a § 502(a)(3) action in this case could be
devastating because counterparties, faced with the prospect of liability
for dealing with a plan, may charge higher rates or, worse, refuse alto-
gether to transact with plans. In ERISA cases, the Court’s analysis
begins with the statutory language and, where that language is clear,
it ends there as well. Hughes Aircraft Co. v. Jacobson, supra, at
438. Section 502(a)(3), as informed by § 502(l), satisfies this standard.
Pp. 253–254.
184 F. 3d 646, reversed and remanded.
Thomas, J., delivered the opinion for a unanimous Court.

530US1 Unit: $U72 [10-23-01 13:08:52] PAGES PGT: OPIN
241 Cite as: 530 U. S. 238 (2000)
Opinion of the Court
Robert A. Long, Jr., argued the cause for petitioners.
With him on the briefs were John M. Vine, Michael R. Berg-
mann, and Charles C. Jackson.
Beth S. Brinkmann argued the cause for the United
States as amicus curiae urging reversal. With her on the
brief were Solicitor General Waxman, Deputy Solicitor
General Kneedler, Henry L. Solano, Allen H. Feldman,
Nathaniel I. Spiller, and Elizabeth Hopkins.
Peter C. Hein argued the cause for respondents. With
him on the brief were Andrew C. Houston, William F. Con-
lon, and Richard B. Kapnick.*
Justice Thomas delivered the opinion of the Court.
Section 406(a) of the Employee Retirement Income Secu-
rity Act of 1974 (ERISA), 88 Stat. 879, bars a fiduciary of an
employee benefit plan from causing the plan to engage in
certain transactions with a “party in interest.” 29 U. S. C.
§ 1106(a). Section 502(a)(3) authorizes a “participant, bene-
ficiary, or fiduciary” of a plan to bring a civil action to ob-
tain “appropriate equitable relief ” to redress violations of
ERISA Title I. 29 U. S. C. § 1132(a)(3). The question is
whether that authorization extends to a suit against a non-
fiduciary “party in interest” to a transaction barred by
§ 406(a). We hold that it does.
I
Responding to deficiencies in prior law regulating trans-
actions by plan fiduciaries, Congress enacted ERISA
§ 406(a)(1), which supplements the fiduciary’s general duty of
*Mary Ellen Signorille, Melvin Radowitz, Paula Brantner, and Jeffrey
Lewis filed a brief for the AARP et al. as amici curiae urging reversal.
Briefs of amici curiae urging affirmance were filed for the American
Council of Life Insurers et al. by William J. Kilberg, Paul Blankenstein,
Miguel A. Estrada, and Victoria E. Fimea; and for the Bond Market As-
sociation et al. by Michael R. Lazerwitz, Paul Saltzman, and Stuart J.
Kaswell.

530US1 Unit: $U72 [10-23-01 13:08:52] PAGES PGT: OPIN
242 HARRIS TRUST AND SAV. BANK v. SALOMON
SMITH BARNEY INC.
Opinion of the Court
loyalty to the plan’s beneficiaries, § 404(a), by categorically
barring certain transactions deemed “likely to injure the
pension plan,” Commissioner v. Keystone Consol. Indus-
tries, Inc., 508 U. S. 152, 160 (1993). Section 406(a)(1) pro-
vides, among other things, that “[a] fiduciary with respect to
a plan shall not cause the plan to engage in a transaction, if
he knows or should know that such transaction constitutes a
direct or indirect . . . sale or exchange . . . of any property
between the plan and a party in interest.” 29 U. S. C.
§ 1106(a)(1)(A). Congress defined “party in interest” to en-
compass those entities that a fiduciary might be inclined to
favor at the expense of the plan’s beneficiaries. See § 3(14),
29 U. S. C. § 1002(14). Section 406’s prohibitions are subject
to both statutory and regulatory exemptions. See §§ 408(a),
(b), 29 U. S. C. §§ 1108(a), (b).
This case comes to us on the assumption that an ERISA
pension plan (the Ameritech Pension Trust (APT)) and a
party in interest (respondent Salomon Smith Barney (Salo-
mon)) entered into a transaction prohibited by § 406(a) and
not exempted by § 408.1 APT provides pension benefits to
employees and retirees of Ameritech Corporation and its
subsidiaries and affiliates. Salomon, during the late 1980’s,
provided broker-dealer services to APT, executing nondis-
cretionary equity trades at the direction of APT’s fiduciaries,
thus qualifying itself (we assume) as a “party in interest.”
See § 3(14)(B), 29 U. S. C. § 1002(14)(B) (defining “party in in-
terest” as “a person providing services to [an employee bene-
fit] plan”). During the same period, Salomon sold interests
in several motel properties to APT for nearly $21 million.
APT’s purchase of the motel interests was directed by Na-
tional Investment Services of America (NISA), an invest-
ment manager to which Ameritech had delegated investment
1 Salomon has preserved for remand arguments that there is no § 406(a)
prohibition because it is not a “party in interest” and that, in any event,
the transaction is exempted by Prohibited Transaction Exemption 75–1,
40 Fed. Reg. 50847 (1975).

530US1 Unit: $U72 [10-23-01 13:08:52] PAGES PGT: OPIN
243 Cite as: 530 U. S. 238 (2000)
Opinion of the Court
discretion over a portion of the plan’s assets, and hence a
fiduciary of APT, see § 3(21)(A)(i), 29 U. S. C. § 1002(21)(A)(i).
This litigation arose when APT’s fiduciaries—its trustee,
petitioner Harris Trust and Savings Bank, and its adminis-
trator, petitioner Ameritech Corporation—discovered that
the motel interests were nearly worthless. Petitioners
maintain that the interests had been worthless all along;
Salomon asserts, to the contrary, that the interests declined
in value due to a downturn in the motel industry. Whatever
the true cause, petitioners sued Salomon in 1992 under
§ 502(a)(3), which authorizes a “participant, beneficiary, or
fiduciary” to bring a civil action “to enjoin any act or practice
which violates any provision of [ERISA Title I] . . . or . . .
to obtain other appropriate equitable relief . . . to redress
such violations.” 29 U. S. C. § 1132(a)(3).
Petitioners claimed, among other things, that NISA, as
plan fiduciary, had caused the plan to engage in a per se pro-
hibited transaction under § 406(a) in purchasing the motel
interests from Salomon, and that Salomon was liable on
account of its participation in the transaction as a nonfiduci-
ary party in interest. Specifically, petitioners pointed to
§ 406(a)(1)(A), 29 U. S. C. § 1106(a)(1)(A), which prohibits a
“sale or exchange . . . of any property between the plan
and a party in interest,” and § 406(a)(1)(D), 29 U. S. C.
§ 1106(a)(1)(D), which prohibits a “transfer to . . . a party in
interest . . . of any assets of the plan.” Petitioners sought
rescission of the transaction, restitution from Salomon of the
purchase price with interest, and disgorgement of Salomon’s
profits made from use of the plan assets transferred to it.
App. 41.
Salomon moved for summary judgment, arguing that
§ 502(a)(3), when used to remedy a transaction prohibited by
§ 406(a), authorizes a suit only against the party expressly
constrained by § 406(a)—the fiduciary who caused the plan to
enter the transaction—and not against the counterparty to
the transaction. See § 406(a)(1), 29 U. S. C. § 1106(a)(1) (“A

530US1 Unit: $U72 [10-23-01 13:08:53] PAGES PGT: OPIN
244 HARRIS TRUST AND SAV. BANK v. SALOMON
SMITH BARNEY INC.
Opinion of the Court
fiduciary with respect to a plan shall not cause the plan to
engage in a transaction, if he knows or should know that
such transaction . . .” (emphasis added)). The District Court
denied the motion, holding that ERISA does provide a pri-
vate cause of action against nonfiduciaries who participate in
a prohibited transaction, but granted Salomon’s subsequent
motion for certification of the issue for interlocutory appeal
under 28 U. S. C. § 1292(b).
The Court of Appeals for the Seventh Circuit reversed.
184 F. 3d 646 (1999). It began with the observation that
§ 406(a), by its terms and like several of its neighboring pro-
visions, e. g., § 404, governs only the conduct of fiduciaries,
not of counterparties or other nonfiduciaries. See id., at
650. The court next posited that “where ERISA does not
expressly impose a duty, there can be no cause of action,”
ibid., relying upon dictum in our decision in Mertens v. Hew-
itt Associates, 508 U. S. 248, 254 (1993), that § 502(a)(3) does
not provide a private cause of action against a nonfiduciary
for knowing participation in a fiduciary’s breach of duty.
The Seventh Circuit saw no distinction between the Mertens
situation (involving § 404) and the instant case (involving
§ 406), explaining that neither section expressly imposes a
duty on nonfiduciaries. Finally, in the Seventh Circuit’s
view, Congress’ decision to authorize the Secretary of Labor
to impose a civil penalty on a nonfiduciary “party in interest”
to a § 406 transaction, see § 502(i), simply confirms that Con-
gress deliberately selected one enforcement tool (a civil pen-
alty imposed by the Secretary) instead of another (a civil
action under § 502(a)(3)). Accordingly, the Seventh Circuit
held that a nonfiduciary cannot be liable under § 502(a)(3) for
participating in a § 406 transaction and entered summary
judgment in favor of Salomon.
In doing so, the Seventh Circuit departed from the uniform
position of the Courts of Appeals that § 502(a)(3)—and the
similarly worded § 502(a)(5), which authorizes civil actions by
the Secretary—does authorize a civil action against a non-

530US1 Unit: $U72 [10-23-01 13:08:53] PAGES PGT: OPIN
245 Cite as: 530 U. S. 238 (2000)
Opinion of the Court
fiduciary who participates in a transaction prohibited by
§ 406(a)(1). See LeBlanc v. Cahill, 153 F. 3d 134, 152–153
(CA4 1998) (§ 502(a)(3)); Landwehr v. DuPree, 72 F. 3d 726,
734 (CA9 1995) (same); Herman v. South Carolina National
Bank, 140 F. 3d 1413, 1421–1422 (CA11 1998) (§ 502(a)(5)),
cert. denied, 525 U. S. 1140 (1999); Reich v. Stangl, 73 F. 3d
1027, 1032 (CA10) (same), cert. denied, 519 U. S. 807 (1996);
Reich v. Compton, 57 F. 3d 270, 287 (CA3 1995) (same). We
granted certiorari, 528 U. S. 1068 (2000), and now reverse.
II
We agree with the Seventh Circuit’s and Salomon’s in-
terpretation of § 406(a). They rightly note that § 406(a)
imposes a duty only on the fiduciary that causes the plan
to engage in the transaction. See § 406(a)(1), 29 U. S. C.
§ 1106(a)(1) (“A fiduciary with respect to a plan shall not
cause the plan to engage in a transaction, if he knows or
should know that such transaction . . .” (emphasis added)).
We reject, however, the Seventh Circuit’s and Salomon’s con-
clusion that, absent a substantive provision of ERISA ex-
pressly imposing a duty upon a nonfiduciary party in inter-
est, the nonfiduciary party may not be held liable under
§ 502(a)(3), one of ERISA’s remedial provisions. Petitioners
contend, and we agree, that § 502(a)(3) itself imposes certain
duties, and therefore that liability under that provision does
not depend on whether ERISA’s substantive provisions im-
pose a specific duty on the party being sued.2
2 Salomon asserts that petitioners waived this theory by neglecting to
present it to the courts below. According to Salomon, petitioners’ claim
(until their merits brief in this Court) has been that Salomon may be sued
under § 502(a)(3) only because Salomon “violated” § 406(a). But, even as-
suming that petitioners did not pellucidly articulate this theory before the
Seventh Circuit, it appears to us that the Seventh Circuit understood the
tenor of the argument—namely, that the § 406(a) transaction is the “act or
practice” which violates § 406(a) and therefore may be redressed by a civil
action brought under § 502(a)(3) against parties to the § 406(a) transaction,
even if the defendant did not itself “violate” § 406(a). See 184 F. 3d 646,

530US1 Unit: $U72 [10-23-01 13:08:53] PAGES PGT: OPIN
246 HARRIS TRUST AND SAV. BANK v. SALOMON
SMITH BARNEY INC.
Opinion of the Court
Section 502 provides:
“(a) . . .
“A civil action may be brought—
. . . . .
“(3) by a participant, beneficiary, or fiduciary (A) to
enjoin any act or practice which violates any provision
of [ERISA Title I] or the terms of the plan, or (B) to
obtain other appropriate equitable relief (i) to redress
such violations or (ii) to enforce any provisions of this
title or the terms of the plan.” 29 U. S. C. § 1132(a)(3).
This language, to be sure, “does not . . . authorize ‘appro-
priate equitable relief ’ at large, but only ‘appropriate equi-
table relief ’ for the purpose of ‘redress[ing any] violations
or . . . enforc[ing] any provisions’ of ERISA or an ERISA
plan.” Peacock v. Thomas, 516 U. S. 349, 353 (1996) (quoting
Mertens, supra, at 253 (emphasis and alterations in origi-
nal)). But § 502(a)(3) admits of no limit (aside from the “ap-
propriate equitable relief ” caveat, which we address infra)
on the universe of possible defendants. Indeed, § 502(a)(3)
makes no mention at all of which parties may be proper de-
fendants—the focus, instead, is on redressing the “act or
practice which violates any provision of [ERISA Title I].”
29 U. S. C. § 1132(a)(3) (emphasis added). Other provisions
of ERISA, by contrast, do expressly address who may be a
defendant. See, e. g., § 409(a), 29 U. S. C. § 1109(a) (stating
that “[a]ny person who is a fiduciary with respect to a plan
who breaches any of the responsibilities, obligations, or du-
ties imposed upon fiduciaries by this subchapter shall be per-
650 (CA7 1999). Moreover, petitioners’ current focus on the “act or prac-
tice”—i. e., the § 406 transaction—is merely an argument in support of
their § 502(a)(3) claim for equitable relief against Salomon, not an inde-
pendent claim. “Once a federal claim is properly presented, a party can
make any argument in support of that claim; parties are not limited to the
precise arguments they made below.” Yee v. Escondido, 503 U. S. 519,
534 (1992).

530US1 Unit: $U72 [10-23-01 13:08:53] PAGES PGT: OPIN
247 Cite as: 530 U. S. 238 (2000)
Opinion of the Court
sonally liable” (emphasis added)); § 502(l), 29 U. S. C. § 1132(l)
(authorizing imposition of civil penalties only against a “fi-
duciary” who violates part 4 of Title I or “any other person”
who knowingly participates in such a violation). And
§ 502(a) itself demonstrates Congress’ care in delineating the
universe of plaintiffs who may bring certain civil actions.
See, e. g., § 502(a)(3), 29 U. S. C. § 1132(a)(3) (“A civil action
may be brought . . . by a participant, beneficiary, or
fiduciary . . .” (emphasis added)); § 502(a)(5), 29 U. S. C.
§ 1132(a)(5) (“A civil action may be brought . . . by the
Secretary . . .” (emphasis added)).
In light of Congress’ precision in these respects, we would
ordinarily assume that Congress’ failure to specify proper
defendants in § 502(a)(3) was intentional. See Russello v.
United States, 464 U. S. 16, 23 (1983). But ERISA’s “ ‘com-
prehensive and reticulated’ ” scheme warrants a cautious ap-
proach to inferring remedies not expressly authorized by the
text, Massachusetts Mut. Life Ins. Co. v. Russell, 473 U. S.
134, 146 (1985) (quoting Nachman Corp. v. Pension Benefit
Guaranty Corporation, 446 U. S. 359, 361 (1980)), especially
given the alternative and intuitively appealing interpreta-
tion, urged by Salomon, that § 502(a)(3) authorizes suits only
against defendants upon whom a duty is imposed by ERISA’s
substantive provisions. In this case, however, § 502(l) re-
solves the matter—it compels the conclusion that defendant
status under § 502(a)(3) may arise from duties imposed by
§ 502(a)(3) itself, and hence does not turn on whether the de-
fendant is expressly subject to a duty under one of ERISA’s
substantive provisions.
Section 502(l) provides in relevant part:
“(1) In the case of—
“(A) any breach of fiduciary responsibility under (or
other violation of) part 4 of this subtitle by a fiduciary,
or
“(B) any knowing participation in such a breach or
violation by any other person,

530US1 Unit: $U72 [10-23-01 13:08:53] PAGES PGT: OPIN
248 HARRIS TRUST AND SAV. BANK v. SALOMON
SMITH BARNEY INC.
Opinion of the Court
“the Secretary shall assess a civil penalty against such
fiduciary or other person in an amount equal to 20 per-
cent of the applicable recovery amount.
“(2) For purposes of paragraph (1), the term ‘applica-
ble recovery amount’ means any amount which is recov-
ered from a fiduciary or other person with respect to a
breach or violation described in paragraph (1)—
“(A) pursuant to any settlement agreement with the
Secretary, or
“(B) ordered by a court to be paid by such fiduciary
or other person to a plan or its participants and benefi-
ciaries in a judicial proceeding instituted by the Secre-
tary under subsection (a)(2) or (a)(5) of this section.” 29
U. S. C. §§ 1132(l)(1)–(2).
Section 502(l) contemplates civil penalty actions by the Sec-
retary against two classes of defendants, fiduciaries and
“other person[s].” The latter class concerns us here. Para-
phrasing, the Secretary shall assess a civil penalty against an
“other person” who “knowing[ly] participat[es] in” “any . . .
violation of . . . part 4 . . . by a fiduciary.” And the amount
of such penalty is defined by reference to the amount “or-
dered by a court to be paid by such . . . other person to a
plan or its participants and beneficiaries in a judicial proceed-
ing instituted by the Secretary under subsection (a)(2) or
(a)(5).” Ibid. (emphasis added).
The plain implication is that the Secretary may bring a
civil action under § 502(a)(5) against an “other person” who
“knowing[ly] participat[es]” in a fiduciary’s violation; other-
wise, there could be no “applicable recovery amount” from
which to determine the amount of the civil penalty to be
imposed on the “other person.” This § 502(a)(5) action is
available notwithstanding the absence of any ERISA provi-
sion explicitly imposing a duty upon an “other person” not
to engage in such “knowing participation.” And if the Sec-
retary may bring suit against an “other person” under sub-
section (a)(5), it follows that a participant, beneficiary, or fi-

530US1 Unit: $U72 [10-23-01 13:08:53] PAGES PGT: OPIN
249 Cite as: 530 U. S. 238 (2000)
Opinion of the Court
duciary may bring suit against an “other person” under the
similarly worded subsection (a)(3). See Mertens, 508 U. S.,
at 260. Section 502(l), therefore, refutes the notion that
§ 502(a)(3) (or (a)(5)) liability hinges on whether the particu-
lar defendant labors under a duty expressly imposed by the
substantive provisions of ERISA Title I.
Salomon invokes Mertens as articulating an alternative,
more restrictive reading of § 502(l) that does not support the
inference we have drawn. In Mertens, we suggested, in dic-
tum, that the “other person[s]” in § 502(l) might be limited
to the “cofiduciaries” made expressly liable under § 405(a) for
knowingly participating in another fiduciary’s breach of fi-
duciary responsibility. Id., at 261. So read, § 502(l) would
be consistent with the view that liability under § 502(a)(3)
depends entirely on whether the particular defendant vio-
lated a duty expressly imposed by the substantive provisions
of ERISA Title I. But the Mertens dictum did not discuss—
understandably, since we were merely flagging the issue, see
508 U. S., at 255, 260–261—that ERISA defines the term
“person” without regard to status as a cofiduciary (or, for
that matter, as a fiduciary or party in interest), see § 3(9), 29
U. S. C. § 1002(9). Moreover, § 405(a) indicates that a cofi-
duciary is itself a fiduciary, see § 405(a), 29 U. S. C. § 1105(a)
(“[A] fiduciary . . . shall be liable for a breach of fiduciary
responsibility of another fiduciary . . .”), and § 502(l) clearly
distinguishes between a “fiduciary,” § 502(l)(1)(A), 29 U. S. C.
§ 1132(l)(1)(A), and an “other person,” § 502(l)(1)(B), 29
U. S. C. § 1132(l)(1)(B).
III
Notwithstanding the text of § 502(a)(3) (as informed by
§ 502(l)), Salomon protests that it would contravene common
sense for Congress to have imposed civil liability on a party,
such as a nonfiduciary party in interest to a § 406(a) transac-
tion, that is not a “wrongdoer” in the sense of violating a
duty expressly imposed by the substantive provisions of
ERISA Title I. Salomon raises the specter of § 502(a)(3)

530US1 Unit: $U72 [10-23-01 13:08:53] PAGES PGT: OPIN
250 HARRIS TRUST AND SAV. BANK v. SALOMON
SMITH BARNEY INC.
Opinion of the Court
suits being brought against innocent parties—even those
having no connection to the allegedly unlawful “act or prac-
tice”—rather than against the true wrongdoer, i. e., the fidu-
ciary that caused the plan to engage in the transaction.
But this reductio ad absurdum ignores the limiting
principle explicit in § 502(a)(3): that the retrospective relief
sought be “appropriate equitable relief.” The common law
of trusts, which offers a “starting point for analysis [of
ERISA] . . . [unless] it is inconsistent with the language of
the statute, its structure, or its purposes,” Hughes Aircraft
Co. v. Jacobson, 525 U. S. 432, 447 (1999) (internal quotation
marks omitted), plainly countenances the sort of relief sought
by petitioners against Salomon here. As petitioners and
amicus curiae the United States observe, it has long been
settled that when a trustee in breach of his fiduciary duty to
the beneficiaries transfers trust property to a third person,
the third person takes the property subject to the trust, un-
less he has purchased the property for value and without
notice of the fiduciary’s breach of duty. The trustee or bene-
ficiaries may then maintain an action for restitution of the
property (if not already disposed of) or disgorgement of pro-
ceeds (if already disposed of), and disgorgement of the third
person’s profits derived therefrom. See, e. g., Restatement
(Second) of Trusts §§ 284, 291, 294, 295, 297 (1957); 4 A.
Scott & W. Fratcher, Law of Trusts § 284, § 291.1, pp. 77–78,
§ 294.2, p. 101, § 297 (4th ed. 1989) (hereinafter Law of
Trusts); 5 id., § 470, at 363; 1 D. Dobbs, Law of Remedies
§ 4.7(1), pp. 660–661 (2d ed. 1993); G. Bogert, Law of Trusts
and Trustees § 866, pp. 95–96 (rev. 2d ed. 1995). As we long
ago explained in the analogous situation of property obtained
by fraud:
“Whenever the legal title to property is obtained
through means or under circumstances ‘which render it
unconscientious for the holder of the legal title to retain
and enjoy the beneficial interest, equity impresses a con-
structive trust on the property thus acquired in favor of

530US1 Unit: $U72 [10-23-01 13:08:53] PAGES PGT: OPIN
251 Cite as: 530 U. S. 238 (2000)
Opinion of the Court
the one who is truly and equitably entitled to the same,
although he may never, perhaps, have had any legal es-
tate therein; and a court of equity has jurisdiction to
reach the property either in the hands of the original
wrongdoer, or in the hands of any subsequent holder,
until a purchaser of it in good faith and without notice
acquires a higher right and takes the property relieved
from the trust.’ ” Moore v. Crawford, 130 U. S. 122, 128
(1889) (quoting 2 J. Pomeroy, Equity Jurisprudence
§ 1053, pp. 628–629 (1886)).
Importantly, that a transferee was not “the original
wrongdoer” does not insulate him from liability for restitu-
tion. See also, e. g., Restatement of Restitution ch. 7, Intro-
ductory Note, p. 522 (1937); 1 Dobbs, supra, § 4.3(2), at 597
(“The constructive trust is based on property, not wrongs”).
It also bears emphasis that the common law of trusts sets
limits on restitution actions against defendants other than
the principal “wrongdoer.” Only a transferee of ill-gotten
trust assets may be held liable, and then only when the trans-
feree (assuming he has purchased for value) knew or should
have known of the existence of the trust and the circum-
stances that rendered the transfer in breach of the trust.
Translated to the instant context, the transferee must be
demonstrated to have had actual or constructive knowledge
of the circumstances that rendered the transaction unlawful.
Those circumstances, in turn, involve a showing that the
plan fiduciary, with actual or constructive knowledge of the
facts satisfying the elements of a § 406(a) transaction, caused
the plan to engage in the transaction. Lockheed Corp. v.
Spink, 517 U. S. 882, 888–889 (1996).3
3 The issue of which party, as between the party seeking recovery and
the defendant-transferee, bears the burden of proof on whether the trans-
feree is a purchaser for value and without notice, is not currently before
us, but may require resolution on remand. Cf. 4 Law of Trusts § 284, at
40 (noting conflict of authority in non-ERISA cases on which party bears
the burden of proof).

530US1 Unit: $U72 [10-23-01 13:08:53] PAGES PGT: OPIN
252 HARRIS TRUST AND SAV. BANK v. SALOMON
SMITH BARNEY INC.
Opinion of the Court
The common law additionally leads us to reject Salomon’s
complaint that our view of § 502(a)(3) would incongruously
allow not only the harmed beneficiaries, but also the culpable
fiduciary, to seek restitution from the arguably less culpable
counterparty-transferee. The common law sees no incon-
gruity in such a rule, see Restatement (Second) of Trusts,
supra, § 294, at 69 (“[A]n action can be maintained against
the transferee either by the beneficiary or the trustee”); 4
Law of Trusts § 294.2, at 101, and for good reason: “Although
the trustee bases his cause of action upon his own voluntary
act, and even though the act was knowingly done in breach
of his duty to the beneficiary, he is permitted to maintain the
action, since the purpose of the action is to recover money
or other property for the trust estate, and whatever he
recovers he will hold subject to the trust.” Restatement
(Second) of Trusts, supra, § 294, Comment c.
But Salomon advances a more fundamental critique of the
common-law analogy, reasoning that the antecedent violation
here—a violation of § 406(a)’s per se prohibitions on transact-
ing with a party in interest—was unknown at common law,
and that common-law liability should not attach to an act
that does not violate a common-law duty. While Salomon
accurately characterizes § 406(a) as expanding upon the com-
mon law’s arm’s-length standard of conduct, see Keystone
Consol. Industries, 508 U. S., at 160, we reject Salomon’s
unsupported suggestion that remedial principles of the com-
mon law are tethered to the precise contours of common-
law duty.
We note, however, that our interpretation of § 502(a)(3) to
incorporate common-law remedial principles does not neces-
sarily foreclose accommodation of Salomon’s underlying con-
cern that ERISA should not be construed to require counter-
parties to transactions with a plan to monitor the plan for
compliance with each of ERISA’s intricate details. See,
e. g., Prohibited Transaction Exemption 75–1, § II(e), 40 Fed.
Reg. 50847 (1975) (requiring that the plan maintain certain

530US1 Unit: $U72 [10-23-01 13:08:53] PAGES PGT: OPIN
253 Cite as: 530 U. S. 238 (2000)
Opinion of the Court
records for a 6-year period). While we have no occasion to
decide the matter here, it may be that such concerns should
inform courts’ determinations of what a transferee should (or
should not) be expected to know when engaging in a transac-
tion with a fiduciary. See Restatement (Second) of Trusts
§ 297(a), at 74 (defining “notice” to mean what a transferee
“knows or should know” (emphasis added)). Cf. Prohibited
Transaction Exemption 75–1, § II(e)(1), 40 Fed. Reg. 50847
(1975) (providing that a broker-dealer shall not be subject to
civil penalties under § 502(i) as a § 406(a) “party in interest”
or taxes under 26 U. S. C. § 4975 as a similarly defined “dis-
qualified person” if such records are not maintained by the
plan).
For these reasons, an action for restitution against a trans-
feree of tainted plan assets satisfies the “appropriate[ness]”
criterion in § 502(a)(3). Such relief is also “equitable” in na-
ture. See Mertens, 508 U. S., at 260 (“[T]he ‘equitable relief ’
awardable under § 502(a)(5) includes restitution of ill-gotten
plan assets or profits . . .”); ibid. (explaining that, in light of
the similarity of language in §§ 502(a)(3) and (5), that lan-
guage should be deemed to have the same meaning in both
subsections).
IV
We turn, finally, to two nontextual clues cited by Salomon
and amici. First, Salomon urges us to consider, as the Sev-
enth Circuit did, 184 F. 3d, at 652–653, the Conference Com-
mittee’s rejection of language from the Senate bill that
would have expressly imposed a duty on nonfiduciary parties
to § 406(a) transactions. See Brief for Respondents 28–29
(quoting H. R. Rep. No. 93–2, p. 533 (1974) (with amendments
as passed by the Senate), reprinted in 3 Legislative History
of ERISA (Committee Print compiled for the Senate Sub-
committee on Labor of the Committee on Labor and Public
Welfare by the Library of Congress), Ser. No. 93–406, p. 3780
(1976) (staff comment on House and Senate differences on
§ 409)); 3 Legislative History of ERISA, supra, at 5259 (staff

530US1 Unit: $U72 [10-23-01 13:08:53] PAGES PGT: OPIN
254 HARRIS TRUST AND SAV. BANK v. SALOMON
SMITH BARNEY INC.
Opinion of the Court
comment on House and Senate differences on § 409). Sec-
ond, Salomon and amici submit that the policy consequences
of recognizing a § 502(a)(3) action in this case could be devas-
tating—counterparties, faced with the prospect of liability
for dealing with a plan, may charge higher rates or, worse,
refuse altogether to transact with plans.
We decline these suggestions to depart from the text of
§ 502(a)(3). In ERISA cases, “[a]s in any case of statutory
construction, our analysis begins with the language of the
statute. . . . And where the statutory language provides a
clear answer, it ends there as well.” Hughes Aircraft, 525
U. S., at 438 (citation and internal quotation marks omitted).
Section 502(a)(3), as informed by § 502(l), satisfies this
standard.
Accordingly, we reverse the Seventh Circuit’s judgment
and remand the case for further proceedings consistent with
this opinion.
It is so ordered.