Affirmed by published opinion. Judge DAVIS wrote the opinion, in which Judge NIEMEYER and Senior Judge GILMAN concurred.
OPINION
This appeal arises out of the district court’s grant of a petition by the Secretary of the United States Department of Labor (“DOL”) to enforce administrative docu *224 ment subpoenas. The Secretary served the subpoenas on two multiemployer employee benefit plans, the Food Employers Labor Relations Association and United Food and Commercial Workers Pension Fund (“Pension Fund”) and the Food Employers Labor Relations Association and United Food and Commercial Workers Health and Welfare Fund (“Health Fund”) (collectively the “Funds”), as part of an investigation undertaken pursuant to § 504(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1134(a)(1), into possible mismanagement of fund assets. Claiming attorney-client and work product privileges, the Funds objected to the production of some responsive documents. After the Secretary sought judicial enforcement of the subpoenas, the district court ordered the Funds to produce the withheld documents, applying the fiduciary exception to the claimed privileges. The Funds timely appealed. Finding no error in the district court’s order enforcing the subрoenas, we affirm.
I.
The DOL investigation into the management of the Funds arises out of a $10.1 million loss of ERISA plan assets as a result of the Funds’ investments in entities related to Bernard L. Madoff, who has since been convicted of securities fraud for organizing a multi-billion dollar Ponzi scheme. 1
Specifically, the Funds indirectly invested in Bernard L. Madoff Investment Securities, LLC (“BMIS”), Madoffs investment firm. According to affidavits provided by the Funds, the Board of Trustees for the Pension Fund interviewed a number of investment hedge fund of funds 2 in May 2004. The Board discussed the options with the Fund’s investment consultants and decided to accept the consultants’ recommendation to invеst approximately three percent of the Fund’s assets in the Meridian Diversified ERISA Fund Ltd. (“Meridian Fund”). The Meridian Fund’s investment manager in turn invested a portion of those assets in the Rye Broad Market XL Portfolio Limited Fund. The investment advisors for the Rye Broad Market Fund hired BMIS to manage a portion of the Rye Broad Market Fund’s assets. As of December 31, 2008, of the Pension Fund’s $675 million in assets, approximately $41 million, or 6%, was invested in the Meridian Fund, of which approximately $2.5 million, or 0.4% of the Pension Fund’s total assets, was invested in the Rye Broad Market Fund.
In a similar fashion, in May 20Q5, the Board of Trustees of the Health Fund, based on the recommendation of its investment consultant, invested $29 million in the Meridian Fund. As with the assets of the Pension Fund, the Meridian Fund invested a portion of the Health Fund’s assets in the Rye Broad Market Fund, of which BMIS managed a portion. As of December 31, 2008, of the Health Fund’s $97.5 million in assets, $7.6 million, or 7.8%, was invested in the Meridian Fund, of which $500,000, or 0.5% of the Health Fund’s total assets, was invested in the Rye Broad Market Fund. As a result of losses associated with these Madoff-related investments, the Funds are members of a plaintiff-class in a suit against Meridian.
*225 DOL’s Employee Benefit Security Administration (“EBSA”) conducts audits pursuant to § 504(a)(1) of ERISA, which authorizes DOL to investigate whether a violation of Title I of ERISA or regulations or orders issued thereunder has occurred or is about to occur. 29 U.S.C. § 1134(a)(1). On April 15, 2009, DOL issued two subpoenas duces tecum requesting documents relating to the administration of the Funds. The request covered a range of the Funds’ activities, but focused on information concerning the decision to commit assets to Madoff-related investments.
On April 16, 2009, the Funds provided documents partially responsive to the subpoenas, but redacted portions of some documents and wholly withheld some others, claiming they were protected by attorney-client and work product privileges. DOL and the Funds negotiated over the next few months regarding the scope of the subpoenas. In response to the Funds’ concerns, DOL agreed to limit the time period covered by the request and to narrow the scope of 29 of the 38 subpoena specifications. Throughout these discussions, EBSA maintained that the Funds were not permitted to withhold documents based on attorney-client or work product privileges. The negotiations eventually broke down, however, and, on March 10, 2010, the Secretary filed a petition in federal district court to obtain compliance with the subpoenas.
Following briefing and a hearing, the district court granted the Secretary’s petitiоn on May 19, 2010. In reaching its decision, the district court applied the fiduciary exception to the privileges asserted by the Funds. The district court ordered the Funds to comply with the subpoenas and produce documents dealing with: (1) Board of Trustees and Policy Committee meeting minutes for the Funds; (2) documents referred to or distributed during these meetings; (3) notes taken at these meetings; (4) any correspondence relating to the Funds’ Madoff-related investments; and (5) documents outside the four categories listed above that the Funds withheld based on privilege claims. In accordance with the Secretary’s offer to exemрt certain categories from production, the district court excluded the production of documents dealing exclusively with benefits disputes, benefits claims, subrogation agreements, delinquent contributions, withdrawal liability, or collection actions involving employers. The district court’s order also excluded information covered by the attorney-client privilege or work product protection in documents dated after service of the subpoenas or prepared in connection with the current investigation.
Notably, the district court addressed the Funds’ concerns about the ability of third parties tо access the information disclosed in response to the subpoenas, finding that “compliance with [the] Order does not waive any attorney-client or work product privilege with respect to any third party” and ordering DOL to notify the Funds of any requests received under the Freedom of Information Act, 5 U.S.C. § 552, for documents produced under the order. J.A. 85. The Funds produced the documents required by the district court’s order and filed a timely notice of appeal. The Funds seek reversal of the district court’s order and the return of the privileged documents. 3
*226 II.
Recognizing that Congress delegated enforcement mechanisms to agency-discretion, this court has emphasized that the district court’s role in a proceeding to enforce an administrative subpoena is “sharply limited.”
EEOC v. City of Norfolk Police Dept.,
On appeal, the Funds do not challenge the Secretary’s authority to issue the subpoenas; nor do they raise due process or relevance concerns. Instead, they argue that the attorney-client and work product privileges protect some of the materials requested by the Secretary from disclosure and that the district court erred in applying the fiduciary exception to override these privileges. This court reviews
de novo
a district court’s decision regarding the scope and applicability of an asserted privilege “to the extent the court’s holding rests on application of controlling legal principles to the facts.”
In re Allen,
A.
Intended to encourage “full and frank communication between attorneys and their clients,” the attorney-client privilege is “the oldest of the privileges for confidential communications known to the common law.”
Upjohn Co. v. United States,
Courts have recognized one such limit in the context of fiduciary relationships. Rooted in the common law of trusts, the fiduciary exception is based on the rationale that the benefit of any legal advice obtained by a trustee regarding matters of trust administration runs to the beneficiaries. Consequently, “trustees ... cannot subordinate the fiduciary obli
*227
gations owed to the beneficiaries to their own private interests under the guise of attorney-client privilege.”
Riggs Nat. Bank of Washington, D.C. v. Zimmer,
This principle has been applied to fiduciary relationships beyond the traditional trust cоntext.
See, e.g., Gamer v. Wolfinbarger,
Analogizing the ERISA fiduciary’s role to the role of the trustee at common law,
4
these courts have relied on one of two related rationales. Applying the reasoning of the Fifth Circuit in
Gamer,
some courts have concluded that the ERISA fiduciary’s duty to act in the exclusive interest of beneficiaries supersedes the fiduciary’s right to assert attorney-client privilege.
See, e.g., Bland,
This court has not previously examined the fiduciary exception in the context of ERISA, though several district courts in
*228
this circuit have addressed the issue.
5
See, e.g., Tatum v. R.J. Reynolds Tobacco Co.,
In now recognizing the fiduciary exception, we acknowledge that it is not without limits. The exception will not apply, for example, to a fiduciary’s communications with an attorney regarding her personal defense in an action for breach of fiduciary duty.
See Mett,
In the context of the shareholder derivative action, the fiduciary exception also has been limited by a requirement that one seeking to overcome a privilege show good cause.
See Garner,
Even courts that have refused to impose a good cause requirement, however, have maintained the limits imposed by the fiduciary relationship itself. In particular, non-fiduciary communications and a trustee’s personal legal advice will not be subject to the exception. Thus, the application of the fiduciary exception to any particular communication remains a matter of “context and content.”
Mett,
In sum, we conclude that application of the fiduciary exception to the attorney-client privilege in the context of a subpoena issued by the Secretary of Labor under ERISA does not require a showing of good cause; instead, its application turns on the context and content of the individual communications at issue.
Turning to the case before us, the Funds argue that the district court erred in applying the fiduciary exception to their claim of attorney-client privilege in the context of the Secretary’s investigation. Courts have held, and the parties agree, that the fiduciary exception extends to the Secretary acting on behalf of beneficiaries in the context of an ERISA
enforcement action. See Doe,
Attempting to distinguish the Secretary’s role under the two provisions, the Funds argue that, under § 504, the Secretary “acts as a regulator and not as a statutory designee seeking recovery on behalf of the Funds’ participants.” Appellant’s Br. 20. The Funds note that the two actions “differ fundamentally in terms of evidentiary support, scope, and the availability of procedural safeguards.” Id. at 22. Further, the Funds contend that, in a compliance audit, the Secretary’s interests may not align with those of the plan’s beneficiaries, speculating that a potential for greater risk of public disclosure of disclosed documents could harm beneficiary interests. The district court rejected these arguments, however, finding that the fiduciary exception applied in both contexts because “the timing of the proceeding [does not make] any difference.” • J.A. 81-82.
We can discern no principled basis on which to distinguish between enforcement actions and investigations in the application of the fiduciary exception; accordingly, we will not disturb the judgment of the district court.
The Secretary’s investigative role under § 504 is directly related to her enforcement powers under § 502. The Secretary cоrrectly points out that, as a practical matter, effective enforcement actions under § 502 will very often depend on thorough investigations and audits under § 504. Furthermore, it is unclear how the interests the Secretary seeks to protect in an enforcement action differ from those protected in an investigation. In both, she seeks to protect the interests of the beneficiaries and to “securfe] complete disclosure in order to ferret out and discover any past wrongdoing affecting the Fund.”
Fitzsimmons,
Bolstering our conclusion is the Secretary’s well-established -subpoena power in the context of investigating potential ERISA violations.
See, e.g., Donovan v. National Bank of Alaska,
Finally, we note that the facts of this case support the district court’s disposition. The documents which the Funds were required to disclose included Board of Trustee meeting minutes, handwritten notes distributed and taken during the meetings, and correspondence that concerned the Madoff-related investments. All of these documents appear clearly to relate to the Funds’ administration, information which ERISA trustees have a fiduciary obligation to disclose in response to a subpoena from plan beneficiaries provided it does not involve a trustee’s own legal defense.
9
See Becher,
Because we find that the fiduciary exception applies to the Funds’ claims of attorney-client privilege and no good cause showing is required in the ERISA cоntext, we find no error in the district court’s order.
B.
We turn next to the Funds’ arguments concerning the attorney work product privilege. Distinct from the attorney-client privilege, the work product doctrine belongs to the attorney and confers a qualified privilege on documents prepared by an attorney in anticipation of litigation.
Hickman v. Taylor,
The Funds argue that the district court erred in finding that the fiduciary exception extends to require disclosure of material covered by the work product doctrine.
10
In support of their contention, the Funds point to cases in which other courts have refused to apply the fiduciary exception to attorney work product.
See, e.g., Jicarilla Apache Nation v. the United States,
As we explained in our discussion of attorney-client privilege
supra,
the ERISA context differs from the corporate context and more closely involves fiduciary duties owed directly to participants and beneficiaries. Applying the logic of common law trusts from which the fiduciary exception to the attorney-client privilege was extrapolated to the ERISA context, several courts have found that the exception similarly applies to the work product doctrine, reasoning that a trustee’s attorney should not withhold work product from the actual client, i.e. the trust beneficiaries.
See Everett v. USAir Group, Inc.,
In any event, however, because of the way the Funds have chosen to litigate this action — by failing to provide privilege logs or identify the litigation for which specific documents were prepared — we see no réason to reach the issue of whether the work product doctrine is subject to the fiduciary exception. As the party claiming privilege, the Funds bear the burden of demonstrating the applicability of the privilege to specific documents.
In re Grand Jury,
III.
For the foregoing reasons, the district court’s order granting the Secretary’s petition to enforce is
AFFIRMED.
Notes
. See Judgment (Doc. # 100), United States v. Madoff, Action No. 1:09-CR-0213-DC (S.D.N.Y. June 16, 2009). Madoff was the founder of Bernard L. Madoff Investment Securities, LLC.
. A hedge fund of funds is an investment vehicle with shares in multiple hedge funds, usually in order to diversify risk.
. We note that the Funds' production of the documents in compliance with an аdministrative subpoena does not affect our jurisdiction over this appeal.
See Church of Scientology of California v. United States,
. Reading ERISA in light of common law trust principles comports with the Supreme Court's guidance on interpreting ERISA.
See Firestone Tire & Rubber Co. v. Bruch,
. We recognized the fiduciary exception in the context of a corporate shareholder derivative action in
Sandberg v. Virginia Bankshares, Inc.,
in which we adopted the Fifth Circuit’s holding and rationale from
Gamer,
and found that it "provide[d] a sound basis for balancing a corporation’s need to communicate confidentially with its attorneys against the shareholders’ interests as beneficiaries of a fiduciary relationship.”
. The Funds’ attempt to portray the good cause showing as governed by our decision in
Sandberg
is misplaced. Even apart from the fact that we vacated our
Sandberg
opinion,
Sandberg
arose in the context of a corporate shareholder derivative action.
. Section 504 authorizes the Secretary, "in order to determine whether any person has violated or is about to violate any provision of this subchapter or any regulation or order thereunder (1) to make an investigation, and in connection therewith to require the submission of reports, books, and records 29 U.S.C. § 1134(a). Sec. 502 authorizes the Secretary to bring a civil action in order "(A) to enjoin any act or practice which violates any provision of this subchapter, or (B) to obtain other appropriate equitable relief....” 29 U.S.C. § 1132(a)(5). At oral argument, counsel for the Funds conceded that the fiduciary exception would apply if the Secretary's request had come in the context of a § 502 enforcement action.
. While circumstances may arise in which the Secretary's interests no longer align with those of plan beneficiaries, that is not the case before us.
Accord Fitzsimmons,
. In this circuit, a beneficiary is entitled to disclosure
on demand,
i.e., without a subpoena, of only those materials listed in ERISA, 29 U.S.C. § 1024(b)(4).
See Faircloth v. Lundy Packing Co.,
. The district court expressly excluded documents “prepared in connection with the Secretary’s investigation of the Plans” and those prepared after March 24, 2009, in connection with the Meridian Fund litigation. J.A. 84. The Funds nevertheless contend that the district court’s order reaches protected materials.