Affirmеd in part and reversed in part by published opinion. Chief Judge WILLIAMS wrote the opinion, in which Judge MOTZ and Judge SHEDD joined.
OPINION
Appellants Wilmington Shipping Company (“WSC”) and Peter Brown Ruffin, Jr. appeal from the district court’s grant of summary judgment to New England Life Insurance Company (“NEL”) on Ruffin’s claim for breach of fiduciary duty under § 502(a)(2) of the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C.A. § 1132(a)(2) (West 1999 & Supp.2005), and Appellants’ claims under North Carolina law for unfair and' deceptive trade practices, breach of contract, negligent misrepresentation, and constructive fraud. Appellants allege, among other things, that NEL grossly mismanaged the assets of WSC’s pension plan (the “Plan”), ultimately resulting in the Plan’s insolvency and termination, and that NEL consistently misinformed them about the Plan’s financial health in an effort to conceal this mismanagement. The district court ruled that Ruffin, a Plan participant, does not have standing to sue under ERISA § 502(a)(2) because the Plan is now terminated and the Pension Benefit Guaranty Corporation (“PBGC”), has been appointed *328 statutory trustee over the Plan. The district court also ruled that ERISA preempts Appellants’ various state-law claims because the claims relate to the Plan.
We agree with the district court that ERISA preempts Appellants’ state-law claims because they “relate to” the Plan. We conclude, however, that Ruffin has standing to sue under ERISA § 502(a)(2) even though the Plan is now terminated and the PBGC has been appointed trustee over the Plan. Accordingly, we affirm the district court’s grant of summary judgment to NEL on Appellants’ state-law claims and reverse the district court’s grant of summary judgment to NEL on Ruffin’s ERISA claim.
I.
A.
This is a summary judgment case, so we construe the facts in the light most favorable to Appellants, the non-moving parties, drawing all reasonable inferences in their favor.
Anderson v. Liberty Lobby, Inc.,
WSC is a North Carolina corporation that offers a number of services to the steamship industry, including vessel maintenance, repair, and warehousing. Peter Brown Ruffin, Jr. is a shareholder and officer in WSC and a participant in the Plan. Ruffin’s father, Peter Brown Ruffin, Sr., was one of WSC’s founders. NEL is a Massachusetts insurance company. 1
On January 1, 1970, WSC created the Plan as a defined-benefit pension plan for its employees. 2 WSC employed NEL to help create the Plan. NEL advised WSC concerning all aspects of the Plan and drafted the Plan documents. The Plan named WSC as the Plan Administrator, and WSC administered the Plan from its inception to its termination. As Plan Administrator, WSC did “not have any authority over the investment of the assets of the Plan.” (J.A. at 625.) 3 Instead, the Plan provided that WSC would enter into group annuity policies with an insurance company and that the insurance company would manage the Plan’s investments.
WSC selected NEL as the insurance company that would perform these functions. 4 In 1970, NEL issued a group investment account policy (the “GIA Policy”) to WSC. The GIA Policy consisted of a general investment account and other specialized investment accounts for equity securities, capital growth, bonds, mortgages, and real estate. Under the terms of the policy, the Plan Administrator had “no individual ownership of any investments or other assets of the [investment] Accounts” and NEL had “exclusive ownership and control” of funds deposited by the Plan. (J.A. at 1225.)
*329 In 1982, NEL issued another policy to WSC, the Developmental Properties Account (“DPA”) Policy. Pursuant to the policy, WSC deposited Plan funds into the DPA to be used by one of NEL’s wholly-owned subsidiaries for investment in real estate. (J.A. at 1533.) NEL’s offering brochure for the DPA Policy described NEL as a “statutory fiduciary under ERISA.” (J.A. at 1260.) As with the GIA Policy, the DPA Policy gave NEL exclusive control and ownership of the funds invested by the Plan.
For nearly a decade, the relationship between the parties was uneventful, but, in 1991, it changed. In that year, Ruffin and Robert Hutchens purchased WSC. At the time, the Plan appeared on paper to be in excellent financial shape, having roughly $5 million in assets — with the DPA valued at around $1.5 million — and liabilities of only $3.3 million. In fact, the Plan’s financial health seemed so assured that, upon purchasing WSC, Ruffin and Hutchens specified thаt the Plan’s surplus would go to its participants in the event the Plan was terminated.
Following the change in ownership, WSC informed NEL during a July 1991 meeting that it wanted to terminate the Plan and instead fund a 401(k) plan. During the meeting, however, NEL told WSC that the Plan could not be terminated at the time because the DPA was “not currently liquid” due to “all cash [ ] going into properties.” (J.A. at 924-25.) WSC officials were upset by this news. They expressed their displeasure with NEL’s investment management and questioned NEL’s investment decisions with respect to both the GIA and DPA Policies.
WSC continued to express its strong desire to terminate the Plan. In response, NEL advised WSC to freeze future benefit accruals and wait until the DPA was “liquid” to terminate the Plan. (J.A. at 1315.) NEL estimated that it would take roughly two years to terminate the Plan, and NEL’s actuary did not believe that WSC would have to make any more contributions to the Plan, even under a “worst case scenario.” (J.A. at 1318.)
So WSC waited. All the while the DPA’s value spiraled downward. The GIA Policy did not fare much better, producing lower-than-market returns in both 1994 аnd 1995. The large number of participants entitled to Plan benefits only compounded the Plan’s financial problems. Nevertheless, from 1991 to 1996, WSC “s [a]t tight,” as NEL advised, waiting for the DPA to become liquid so that the Plan could be terminated. (J.A. at 1331.)
In 1996, NEL informed WSC that it needed to contribute more than $130,000 to the Plan to completely fund it. At a meeting, Hutchens and Bill Emerson, WSC’s CEO, again complained to NEL about WSC’s inability to terminate the Plan and diversify its assets. NEL responded that WSC could move the Plan’s funds into other investments, but only if the Plan paid a penalty to NEL amounting to more than $200,000. NEL alternatively offered to allow WSC to transfer twenty percent of the GIA Policy’s assets each year for five years, but then only to other NEL-eontrolled accounts. 5
WSC took NEL up on its offer to transfer twenty percent of the GIA Policy’s *330 funds per year. At the time, NEL reaffirmed its commitment to monitoring the Plan’s assets. But the DPA never recovered. It was ultimately liquidated and paid out from 1996 to 2003.
In March 2000, NEL submitted a final termination study to WSC. Although the study concluded that “much ground ha[d] been made up” in terms of the Plan’s performance, the Plan was still underfunded by between $150,000 and $200,000, an amount that NEL concluded WSC would need to contribute if it chose to terminate the Plan immediately. (J.A. at 1387-88.)
B.
On March 7, 2003, Appellants, along with Ruffin, Sr., brought suit against NEL under ERISA § 502(a)(2), alleging that NEL had breached its fiduciary duties to the Plan and caused the Plan severe financial loss. NEL answered on May 19, 2003, denying the wrong-doing and asserting a number of affirmative defenses, including that it was not a fiduciary under ERISA.
NEL’s denial of fiduciary status under ERISA led Appellants to move to amend their complaint to add state-law claims against NEL for unfair and deceptive trade practices, breach of contract, negligent misrepresentation, and constructive fraud. NEL opposed Appellants’ motion, arguing that ERISA preempted the proposed state-law claims. On November 21, 2003, the district court granted Appellants leave to amend their complaint to add the state-law claims.
On July 22, 2004, NEL moved for summary judgment on the grounds that (1) Appellants’ claims were barred by the statute of limitations and laches; (2) NEL was not a fiduciary under ERISA as a matter of law; (3) ERISA preempted Appellants’ state-law claims; and (4) there was no factual basis for Appellants’ state-law claims. Appellants opposed the motion. 6
In December 2004, the PBGC, a wholly-owned federal corporation charged with administering ERISA and its pension insurance program, determined that the Plan lacked sufficient assets to continue paying benefits to participants. The PBGC concluded that termination of the Plan would serve the best interests of the Plan’s participants.
Accordingly, on January 28, 2005, the PBGC and WSC executed an agreement terminating the Plan, effective December 31, 2004, and appointing the PBGC as statutory trustee of the Plan pursuant to 29 U.S.C.A. § 1342(b) (West 1999 & Supp. 2007). On March 22, 2005, the PBGC notified the district court of its appointment as trustee of the now-terminated Plan.
In February 2006, the PBGC moved to dismiss WSC’s ERISA claim because WSC was no longer a fiduciary of the Plan. In the motion, the PBGC also informed the court that it had “decided that it [was] not in the best interest of the terminated Pension Plan [for the PBGC] to join in this action.” (J.A. at 1911.) WSC did not oppose the motion because it had “effectively ceased its administrative responsibilities with respect to the Plan.” (J.A. at 1922.) WSC did, however, note its belief that the dismissal of its ERISA claim did “not affect Peter Ruffin’s standing to assert a claim for breach of fiduciary duty.” (J.A. at 1922.) The PBGC took no position on the question of Ruffin’s standing under ERISA.
*331 On March 30, 2006, the district court dismissed WSC’s ERISA claims and denied as moot NEL’s pending summary-judgment motion, but the court granted NEL leave to file another summary judgment motion on Ruffin’s ERISA claim and Appellants’ remaining state-law claims.
NEL filed another motion for summary judgment, and on August 28, 2006, the district court granted summary judgment to NEL on Appellants’ remaining claims. The court ruled that Ruffin lacked standing as a Plan participant to assert a claim under ERISA once the PBGC terminated the Plan and assumed the role of statutory trustee. The court reasoned as follows:
When a pension plan covered by Title IV terminates, PBGC determines whether thе Plan has sufficient funds to pay the pension benefits earned by participants. 29 U.S.C. § 1341(c), 1342(a). If the plan is underfunded, PBGC typically becomes statutory trustee and assumes the obligations to pay the benefits earned by plan participants to the extent that they are guaranteed under Title IV. 29 U.S.C. §§ 1342, 1361. In such cases, Title IV’s insurance program is the exclusive means through which plan participants, such as co-plaintiff, Peter Ruffin, Jr., may recover benefits under the plan.
J.A. at 2182 (internal quotation marks omitted). With respect to Appellants’s state-law claims, the court ruled that ERISA preempted those claims because “they are based on facts, circumstances, and allegations that relate directly to the Plan, its assets, and its administration.” (J.A. at 2183.)
Appellants timely appealed. We have jurisdiction pursuant to 28 U.S.C.A. § 1291 (West 2006).
II.
We review de novo the district court’s grant of summary judgment to NEL.
La-ber v. Harvey,
A.
Because PBGC’s involvement in this case is central to the arguments on appeal, a description of its functions under ERISA is in order. When PBGC is appointed as statutory trustee over a terminated plan, it wears two hats: one as guarantor of ERISA’s insurance program under Title IV and one as trustee. These roles are different.
1. The PBGC as Guarantor.
The PBGC is a wholly-owned corporation of the United States Government that is mоdeled after the Federal Deposit Insurance Corporation.
Pension Benefit Guar. Corp. v. LTV Corp.,
ERISA authorizеs the PBGC to institute termination proceedings against an ERISA-covered plan whenever,
inter alia,
the plan has insufficient assets to satisfy its pension benefit obligations or the possible long-run loss of the PBGC with respect to the plan will increase unreasonably if the plan is not terminated. 29 U.S.C.A. § 1342(a). Once a plan is terminated, the PBGC is authorized to appoint a statutory trustee to administer the plan. 29 U.S.C.A. § 1342(b)(l)-(3). The trustee must use the plan’s assets to cover what it can of the plan’s benefit obligations. 29 U.S.C.A. § 1344 (West 1999 & Supp.2007). If there is a shortfall, then “[t]he PBGC then must add its own funds to ensure payment of most of the remaining ‘nonfor-feitable’ benefits, i.e., those benefits to which participants have earned entitlement under the plan terms as of the date of termination.”
LTV Corp.,
2. The PBGC as Statutory Trustee.
As noted above, ERISA grants the PBGC authority to appoint a statutory trustee over a terminated plan. The PBGC may either apply to the appropriate district court for the appointment of the trustee or may (as happened here) consult with the plan administrator and agree upon a trustee. 29 U.S.C.A. § 1342(b)(3). Although the PBGC “may request that it be appointed as trustee of a plan in any case,”
id.
§ 1342(b)(1), and in fact does so in the lion’s share of cases,
see LTV Corp.,
ERISA grants the statutory trustee all the powers held by the plan administrator. 29 U.S.C.A. § 1342(d)(l)(A)(I). In addi *333 tion, the trastee has the power “to commence, prosecute, or defend on behalf of the plan any suit or proceeding involving the plan,” 29 U.S.C.A. § 1342(d)(l)(B)(iv); “collect ... amounts due the plan,” id. § 1342(d)(l)(B)(ii); “pay benefits under the plan,” id. § 1342(d)(l)(B)(I); “liquidate the plan assets,” id. § 1342(d)(1)(B)(vi); and “limit payments of benefits under the plan to basic benefits or [ ] continue payment of some or all of the benefits which were being paid prior to his appointment,” id. § 1342(d)(l)(A)(iv). Thus, for example, if the plan becomes fully funded at any point after plan termination, the statutory trustee may order that the plan continue to pay full benefits. If, after asset allocation, the plan is underfunded, the trustee may limit, payments under the plan to basic benefits. In that case, and after the trustee has calculated the benefits due each participant, the PBGC calculates the amount of nonforfeitable benefits guaranteed by the PBGC and pays these guaranteed amounts to the trustee, who in turn pays them to each participant. • 29 U.S.C.A. § 1322.
The distinction between the PBGC’s guarantor/trustee roles is particularly important with respect to the management of plan assets. As trustee, the PBGC must hold all plan assets, including assets recovered through litigation, in trust for the plan. See 29 U.S.C.A. § 1342(d)(l)(A)(ii). Although, as trustee, the PBGC may pool assets of terminated plans for the payment of benefits under any plan, see 29 U.S.C.A. § 1342(a), and is thus exempted from the fiduciary duty imposed on common-law trustees not to pool assets, the PBGC must still hold the pooled assets in trust for the terminated plans. 7 Thus, in its capacity as guarantor, the PBGC has no power over the assets of terminated plans. If a private trustee is appointed to administer a terminated plan, the private trustee, not the PBGC, holds and controls the plan’s assets. ' See 29 U.S.C.A. § 1342(d)(1)(A)(iii) and (d)(l)(B)(vi).
As noted above, if a plan becomes funded after termination, the statutory trustee (be it the PBGC or a private party) retains discretion to continue to pay full benefits under the plan. See 29 U.S.C.A. § 1342(d)(l)(A)(iv). But this is not the only way in which a plan can continue to pay full benefits. Just as the PBGC may terminate an insolvent plan, see 29 U.S.C.A. § 1342(a), it may undo the termination if it determines that the plan participants will be best served by plan restoration, see 29 U.S.C.A. § 1347 (West 1999). In such circumstances, the PBGC may order the statutory trustee to return all or part- of the plan’s assets to the plan administrator so that the plan may resume normal functioning. Id.
Thus, EBISA does not give the PBGC in its capacity as guarantor any powers of plan administration. Rather, these powers are given to the “trustee,” which may or may not be the PBGC. As guarantor, then, the PBGC’s function with respect to a terminated plan is limited to calculating the amount necessary to guarantee each participant’s non-forfeitable benefits and paying that amount to the trustee.
B.
We review questions of standing de novo.
White Tail Park, Inc. v. Stroube,
As the Supreme Court has explained, “[n]o principle is more fundamental to the judiciary’s proper role in our system of government than the constitutional limitation of federal-court jurisdiction to actual cases or controversies.”
Raines v. Byrd,
C.
We begin with the question of Ruf-fin’s standing under Article III. The requisite elements of Article III standing are familiar: “A plaintiff must allege personal injury fairly traceable to the defendant’s allegedly unlawful conduct and likely to be redressed by the requested relief.”
Allen v. Wright,
1. Injury in Fact.
Although NEL suggests that the injury Ruffin relies on is too speculаtive, we conclude that he has sufficiently alleged an injury in fact. Under the terms of the Plan, Ruffin, as a Plan participant, is entitled to receive a lump-sum payment of benefits in lieu of other benefits payable to him over time. This right to a lump-sum payment was lost once the Plan was terminated. ERISA specifically protects a participant’s right to receive a lump-sum payment of benefits.
See
29 U.S.C.A. § 1054(g)(2)(B) (West 1999 & Supp.2005) (forbidding plan amendments that decrease “an optional form of benefit”); 26 C.F.R. § 1.411(d)^4 (2007)(defining the ability to receive pensions benefits in a lump sum as an “optional form of benefit”);
Williams v. Cordis Corp.,
That Ruffin is suing on behalf of the Plan does not alter this conclusion, for a plan participant may
not
sue under ERISA § 502(a)(2)
unless
he seeks recovery on behalf of the plan.
See Mass. Mutual Life Ins. Co. v. Russell,
473 U.S.
*335
134, 140,
2. Causation.
Ruffin has sufficiently alleged that NEL caused the injury he complains of in this case. Ruffin blames NEL for the Plan’s untimely demise, and he claims that, as a result, he has been deprived of his right to receive a lump-sum payment of his benefits. This easily satisfies Article Ill’s requirement that there be “a causal connection between the injury and the conduct complained of’ by the plaintiff.
Lujan,
3. Redressability.
All that is left is Article Ill’s requirement that “it [] be likely, as opposed to merely speculative, that [Ruffin’s] injury will be redressed by a favorable decision.”
Lujan,
Ruffin’s argument is simple enough. Pursuant to his ERISA claim, Ruffin seeks to recover on behalf of the Plan “all losses to the Plan resulting from [NEL’s] breach of fiduciary duties” and to compel NEL “to restore to the Plan all profits (including fees) of [NEL] which have been made through use of assets of the Plan by [NEL].” (J.A. at 77.) If Ruffin prevails in his suit against NEL, he contends that his injury — the loss of his right to receive a lump-sum payment of his benefits — will be redressed because funds will be awarded to the Plan sufficient to pay all of its liabilities. In that case, the PBGC, acting as statutory trustee, could continue to pay full benefits under the Plan and could take any action authorized under the Plan, including paying Ruffin his benefits in a lump sum. Alternatively, the PBGC, acting pursuant to its administrative powers under ERISA, could restore the fully-funded Plan pursuant to 29 U.S.C.A. § 1347, in which case Ruffin also would be able to receive his lump-sum payment. Either way, Ruffin argues, he will get his lump-sum payment.
NEL responds that Ruffin does not stand to benefit, either directly or derivatively, from even a full recovery in this case because the recovered funds “would *336 ... be merged into the coffers of the PBGC, while Ruffin and the other Plan participants will receive their guaranteed benefits' — no more, no less — no matter what the outcome of this suit.” (Appel-lee’s Br. at 43) (emphasis in original). This is because, according to NEL, the value of Ruffin’s benefits under the Plan does not exceed the value of the guaranteed benefits available to him. 9 Moreover, NEL argues that Ruffin cannot receive his benefits in a lump sum because the PBGC is generally barred by regulation from paying guaranteed benefits in lump-sum form. See 29 C.F.R. § 4022.7 (2006) (“If a benefit that is guaranteed under this part is pay-able in a single installment ... under the terms of the plan, or an option elected under the plan by the participant, the benefit will not be guaranteed or paid as such.”). So, in a nutshell, NEL argues that Ruffin will get the full value of his benefits even if he cannot get them in the form that he wants. This argument derives in part from NEL’s belief that the PBGC in its capacity as statutory trustеe is authorized to retain recovered Plan assets that exceed the amount necessary to pay guaranteed benefits to plan participants under 29 U.S.C.A. § 1322 and direct those assets to ERISA’s insurance coffers.
The errors in NEL’s argument are manifold. NEL mistakenly believes that the overarching governmental interest in the solvency of ERISA’s insurance program exempts the PBGC from the otherwise absolute duty that ERISA imposes on fiduciaries, including statutory trustees, to hold plan assets in trust for the benefit of plan participants. As trustee, the PBGC is not authorized to retain Plan assets to the extent that they exceed the value of plan participants’ guaranteed benefits. Rather, the PBGC, acting as trustee, must hold plan assets in trust for the benefit of plan participants and pay all plan benefits, if possible, in accordance with the statutory order of priorities. See 29 U.S.C.A. §§ 1342(d)(l)(A)(ii), 1344. Only after the PBGC as trustee has allocated plan assets and determined that the plan has insufficient funds to meet its obligations does the PBGC as guarantor “chip in” from ERISA’s funds to cover the any 'unpaid guaranteed benefits. To be sure, ERISA provides that its insurance funds may be credited with the value of a terminated plan’s assets administered under § 1342, but only to the extent that plan assets exceed plan liabilities (not to the extent they exceed guaranteed benefits), and only after the statutory trustee has satisfied all plan liabilities. See 29 U.S.C.A. § 1305(b)(1)(C) (West 1999).
NEL essentially argues that Ruffin’s injury is not redressable because ERISA’s insurance guarantees that he will receive the full value of his benefits, albeit in a less-preferred form, but there would be no need to resort to ERISA’s coffers if Ruffin were to win a full recovery. In such case, there would be no need for the PBGC in its capacity as guarantor to pay guaranteed benefits to Plan participants from ERISA’s insurance funds, for it could, in its capacity as trustee, satisfy all Plan benefit obligations out of the recovered assets of the Plan and in the ways authorized by the Plan. See 29 U.S.C.A. §§ 1342(d)(l)(A)(I), 1344. This would include the power to pay Ruffin his benefits in a lump sum. 10
*337
NEL objects that the PBGC would still be barred by regulation from рaying Ruf-fin’s benefits in a lump sum, even assuming a full recovery, but, again, this argument conflates the PBGC’s role as ERISA guarantor with its role as statutory trustee. The regulation at issue, 29 C.F.R. § 4022.7, generally precludes the PBGC in its capacity as
guarantor
from paying guaranteed benefits from Title IVs insurance coffers in lump-sum form. It says nothing of the PBGC’s powers as statutory trustee. ERISA, however, does. The statute grants the trustee all the powers of the plan administrator to do any act authorized by the Plan or ERISA,
see
29 U.S.C.A. § 1342(d)(l)(A)(I), and the Plan authorizes payment of benefits in a lump sum.
See Cooke v. Lynn Sand & Stone Co.,
Under NEL’s view, it would be particularly disadvantageous to plan participants for the PBGC to be appointed statutory trustee over a terminated plan given the PBGC’s license to skirt the duties imposed on statutory trustees to hold plan assets in trust for the benefit of the plan participants. According to NEL, the PBGC in its capacity as trustee may retain “excess” plan assets to satisfy its insurance obligations under ERISA when a private trustee would be required to hold plan assets in trust for plan participants, and a plan participant who would otherwise be entitled to a lump-sum payment of his benefits upon appointment of a private trustee would be precluded from receiving such a lump-sum payment when the PBGC is appointed trustee. On the other hand, NEL argues that the PBGC is not able to perform acts or functions expressly authorized by ERISA and the Plan for the statutory trustee to perform, including paying benefits in a lump sum. This is an odd, even inexplicable, result, and one that we are quite sure Congress did not intend given that Congress chose to permit others besides thе PBGC to serve as statutory trustee over a terminated plan. The duties imposed on the statutory trustee do not fall by the wayside just because the PBGC, and not a private party, becomes the trustee.
In short, all of NEL’s arguments challenging Ruffin’s Article III standing are without merit. Accordingly, we conclude that Ruffin has Article III standing to sue under ERISA § 502(a)(2) for breach of fiduciary duty.
D.
We now turn to the question of Ruffin’s standing under ERISA. The district court held that, now that the Plan is terminated and the PBGC has been appointed statutory trustee, Ruffin no longer has standing under ERISA because “Title IVs insurance program is the exclusive means through which plan participants, such as [Ruffin], may recover benefits under the plan.” (J.A. at 2182.)
Of course, “our analysis begins with the language of the statute.”
Hughes Aircraft Co. v. Jacobson, 525
U.S. 432, 438,
ERISA § 502(a)(2) provides that “[a] civil action may be brought — by the Secretary [of Labor], or by a [plan] participant, beneficiary or fiduciary fоr appropriate relief under section 1109 of this title.” 11 29 U.S.C.A. § 1132(a)(2). NEL concedes that Ruffin is a Plan participant under ERISA (J.A. at 85), 12 and Ruffin’s ERISA claim is for breach of fiduciary duty, which is squarely within the scope of ERISA § 502(a)(2).
It is perhaps a massive understatement to say that the plain language of ERISA § 502(a)(2) favors Ruffin. The statute grants plan participants the right to sue for breach of fiduciary duty without qualification. It does not say that a plan participant can sue for breach of fiduciary duty “until plan termination” or “before plan termination,” just that a participant can sue for breach of fiduciary duty.
See Firestone Tire and Rubber Co. v. Bruch,
Our review of ERISA reveals, and NEL concedes, that therе is no provision in the statutory scheme that expressly revokes participants’ standing upon termination of the plan.
See United States v. Morton,
*339
Normally, where the statutory language provides a clear answer, our analysis begins and ends with that language.
Hughes Aircraft Co.,
NEL argues that Cpngress has vested this exclusive power in the PBGC in order to free the PBGC as statutory trustee from the potential res judicata or collateral estoppel effects of other litigation on the plan’s behalf and to protect the Government’s overriding interest in minimizing the drain on ERISA’s insurance funds. According to NEL, a participant could settle his ERISA claim or otherwise obtain a less-than-favorable recovery for the plan, while potentially circumscribing the PBGC’s authority to prosecute claims on behalf of the plan because of the preclusive effects of the litigation. In that case, the PBGC in its capacity as guarantor would be required to expend more of ERISA’s insurance funds to pay guaranteed benefits to plan participants and beneficiaries, thereby resulting in a greater drain on the PBGC’s already-limited resources and ultimately leading to higher premiums for employers.
Putting aside the plain language of ERISA § 502(a)(2) for a moment, which undoubtedly favors Ruffin and does not speak by mere implication, NEL’s structural argument suffers from other intractable problems. Title IV does not expressly grant the statutory trustee the
exclusive
right to prosecute claims on behalf of the plan.
See
29 U.S.C.A. § 1342(d)(l)(B)(iv). It only gives the statutory trustee “the power ... to commence, prosecute, or defend on behalf of the plan any suit or proceeding involving the plan.” Congress knows how to use the word “exclusive” (or other similar words) when it intends to impose the kind of limitation that NEL believes precludes plan participants from suing after plan termination, and Congress in fact has done so in another of ERISA’s provisions.
See
29 U.S.C.A. § 1303(f)(4) (West 1999) (“This subsection shall be the
exclusive
means for bringing actions against the [PBGC] under this subchap-ter.” (emphasis added)). “We do not lightly assume that Congress has omitted from its adopted text requirements that it nonetheless intends to apply, and our reluctance is even greater when Congress has shown elsewhere in the same statute that it knows how to make such a requirement manifest.”
Jama v. Immigration and Customs Enforcement,
To the extent that NEL argues that the PBGC must possess exclusive authority to bring breach-of-fiduciary claims on behalf of the terminated Plan when it is appointed as trustee because of the overriding interest in protecting ERISA’s fisс, its argument conflates the PBGC’s guarantor and trustee roles. Congress has not mandated that the PBGC serve as statutory trustee over every terminated plan. Indeed, ERISA provides that other persons or entities (which presumably could include a plan participant) may be appointed as statutory trustee for a terminated plan. See 29 U.S.C.A. § 1342(b). In such cases, the PBGC would not have control over the litigation decisions made by the trustee on behalf of the plan, even if the PBGC disagreed with the trustee’s litigation strategy. Had Congress intended the PBGC to make litigation decisions on behalf of all terminated plans as a means of protecting ERISA’s fisc, it would have mandated that the PBGC be appointed as statutory trustee over all terminated plans. But Congress did not so choose, and this dooms NEL’s argument that the PBGC must possess exclusive authority to prosecute claims on behalf of terminated plans in order to protect its insurance coffers.
NEL’s res judicata /collateral estoppel argument fares no better. First, when the PBGC sues as trustee of a terminated plan, it seeks to vindicate the interests of the plan’s participants, not its own interests as guarantor of ERISA’s insurance program. In this regard, the PBGC is no different from a private trustee of an active or terminated plan, who may undoubtedly be bound by the results of private litigation if the trustee’s interests were adequately represented in the previous litigation. Moreover, the PBGC in its capacity as statutory trustee can always intervene in ongoing private litigation, if necessary, to protect the plan or its participants. See Fed.R.Civ.P. 24. Indeed, the PBGC declined the opportunity to intervene in this case.
Second, assuming that the PBGC would be bound by the results of private ERISA litigation, the Government’s hands would not be tied, for the Secretary of Labor, who sits on the PBGC’s Board of Directors and has as at least as vested an interest in minimizing the drain on ERISA’s insurance funds as the PBGC does, would be able to sue under ERISA § 502(a)(2) on behalf of the plan. Consistent with this understanding, a number of our sister circuits have held that, in light of the overarching national interest in ensuring the financial stability of pension plans and the inability of private plaintiffs to adequately represent this interest, the Secretary of Labor is not bound by the results reached by private litigants in ERISA suits.
See, e.g., Herman v. S.C. Nat’l Bank,
In sum, NEL’s various arguments do not overcome the plain language of ERISA § 502(a)(2), which in no uncertain terms grants plan participants standing to sue for fiduciary breaches. Nothing in the structure of ERISA evidences Congress’s *341 intent to cut off this standing after plan termination and appointment of the statutory trustee, be it the PBGC or a third party. We thus conclude that Ruffin has standing to sue under ERISA § 502(a)(2) for breach of fiduciary duties even though the Plan is terminated and the PBGC has been appointed statutory trustee.
III.
A.
Appellants also challenge the district court’s grant of summary judgment to NEL on their state-law claims. The district court concluded ERISA preempted the claims because they relate to the Plan. We review questions of ERISA preemption de novo.
See Tri-State Mach., Inc. v. Nationwide Life Ins. Co.,
Preemption is fundamentally a question of congressional intent. “The purpose of Congress is the ultimate touchstone.”
Pilot Life Ins. Co. v. Dedeaux,
B.
ERISA’s preemption clause states that “the provisions of [ERISA] shall supersede any and all State laws insofar as they now or hereafter relate to any employee benefit plan.” 29 U.S.C.A. § 1144(a) (West 1999). The scope of ERISA’s preemption is “deliberately expansive, and designed to establish pension plan regulation as exclusively a federal concern.”
Pilot Life,
This is not to say that ERISA’s preemptive scope is unbounded. “Some state actions may affect employee benefit plans in too tenuous, remote, or peripheral a manner to warrant a finding that the law ‘relates to’ the plan.”
Shaw,
Considering ERISA’s objectives set forth in 29 U.S.C.A. § 1001(b), the Supreme Court has explained that Congress intended ERISA to preempt
at least
three categories of state law: (1) laws that “mandate[ ] employee benefit structures or their administration”; (2) laws that bind employers or plan administrators to particular choices or preclude uniform administrative practice; and (3) “laws providing alternate enforcement mechanisms” for employees to obtain ERISA plan benefits.
Id.
at 658-59,
C.
Appellants’ state-law claims against NEL consist of claims under North Carolina law for unfair and deceptive trade practices, breach of contract, negligent misrepresentation, and constructive fraud. Each of these claims incorporates the allegations from Ruffin’s ERISA claim. Appellants also set forth independent factual allegations to support each of the claims, but these allegations largely, if not completely, restate the general allegations underlying Ruffin’s ERISA claim. The state-law claims, like the ERISA claim, are, as the district court noted, “based on the investment of the Plan and the Developmental Properties Account (“DPA”), the illiquidity of the DPA, and termination of the Plan.” (J.A. at 2183.) Indeed, Appellants acknowledge that their state-law claims “arise from the same factual circumstances as [Ruffin’s] ERISA claim.” (Appellant’s Br. at 46.)
It is thus not surprising that Appellants admit that the district court ultimately “may have been right” in concluding that ERISA preempts their state-law claims. (Appellants’ Br. at 45.) They contend, however, that the district court acted prematurely in granting summary judgment to NEL on the basis of ERISA preemption “without determining predicate issues of fact concerning NEL’s fiduciary status.” (Appellants’ Br. at 45.) Appellants argue that their state-law claims may not be preempted if it is later determined that NEL is not a fiduciary under ERISA, this despite conceding that their state-law claims arise from the same sеt of facts supporting Ruffin’s ERISA claim.
Appellants’ wait-and-see argument is unavailing. We have held that ERISA preempts state-law claims against nonfidu-ciaries if those claims relate to a plan.
Custer v. Pan Am. Life Ins. Co.,
This focus on the conduct underlying a claim also makes good sense given that fiduciary status under ERISA is not “an all-or-nothing concept.”
Coleman v. Nationwide Life Ins. Co.,
to the extent that (I) he exercises any discretionary authority or discretionary control respecting management of such plan or exercises any authority or control respecting management or disposition of its assets, (ii) he renders investment advice for a fee or other compensation, direct or indirect, with respect to any moneys or other property of such plan, or has any authority or responsibility to do so, or (iii) he has any discretionary authority or discretionary responsibility in the administration of such plan.
29 U.S.C.A. § 1002(21)(A) (West 1999) (emphasis added).The definition is couched in terms of functional control and authority over the plan, thus necessitating that courts “examine the conduct at issue when determining whether an individual is an ERISA fiduciary.”
Hamilton v. Carell,
Here, by conceding that their state-law claims would otherwise be preempted if NEL had admitted its fiduciary status under ERISA, Appellants effectively admit that
substantively
their state-law claims relate to the Plan. They could hardly do otherwise. The focus of Appellants’s state-law claims is on NEL’s management and investment of Plan assets, conduct that, irrespective of NEL’s denial of fiduciary status, clearly lies near the heartland of ERISA’s coverage. Indeed, Appellants candidly characterize their state-law claims as “alternatives” to Ruffin’s ERISA claim, a good tip off that they seek the kind of “alternate enforcement mechanism[ ]” that ERISA preempts.
See Travelers,
In a final effort to salvage their state-law claims, Appellants contend that our decisions in
LeBlanc v. Cahill,
*344 In sum, the district court did not err in ruling that ERISA preempts Appellants’ state-law claims without first establishing NEL’s fiduciary status with respect to each function it served in its relationship with the Plan. Because Appellants’ state-law claims merely repackage Ruffin’s ERISA claim, they are preempted by ERISA.
IV.
For the foregoing reasons, we reverse the district court’s grant of summary judgment to NEL on Ruffin’s ERISA claim and affirm the district court’s grant of summary judgment to NEL on Appellants’ state-law claims for unfair and deceptive trade practices, breach of contract, negligent misrepresentation, and constructive fraud. We remand to the district court for further proceedings consistent with this opinion.
AFFIRMED IN PART AND REVERSED IN PART
Notes
. New England Mutual, a subsidiary of NEL, sold WSC the two group annuity policies at issue in this case. For ease of referenсe, the opinion uses "NEL” to refer both to NEL and New England Mutual, although we note that NEL has asserted an affirmative defense that it is not a proper party to this action.
. Under a defined-benefit plan, "the benefits to be received by employees are fixed and the employer’s contribution is adjusted to whatever level is necessary to provide those benefits.”
Ala. Power Co. v. Davis,
. Citations to "(J.A. at -.)” refer to the contents of the Joint Appendix filed by the parties in this appeal.
. In 1969, NEL solicited the Plan’s business by touting its more than thirty years of experience in pension plan asset and investment management.
. Appellants contend that NEL knew all along that the Plan was doomed and concealed this fact from WSC. In an interned email in April 1996, one NEL employee observed that the GIA policy account was "on the sick side,” that it would "get worse over the next several years,” and that “getting out now is in [WSC's] best interest.” (J.A. at 1313.) In another email, the employee expressed her concern that, given the Plan's imрending doom, NEL was "really in for it on this one.” (J.A. at 1314.)
. Peter Brown Ruffin, Sr. died before Appellants responded to NEL's motion for summary judgment.
. ERISA does permit the PBGC to retain assets of plans administered under 29 U.S.C.A. § 1342 (West 1999 & Supp.2007), but only to the extent that plan assets exceed plan liabilities- after the termination is completed. See 29 U.S.C.A. § 1305(b)(1)(C) (West 1999).
. Although Ruffin’s primary argument is that Article Ill’s injury-in-fact requirement is satisfied because he has suffered a direct injury— the loss of his right to a lump-sum payment— he also suggests that he satisfies Article Ill's injury requirement, irrespective of any personal injury he has suffered, because Congress has expressly granted plan participants the right to bring derivative actions on behalf of ERISA plans for breach of fiduciary duties. In other words, Ruffin suggests that this is an instance where "the actual or threatened injury required by Art. Ill exist[s] solely by virtue of statutes creating legal rights, the invasion of which creates standing.”
Warth v. Seldin,
. NEL cites the affidavit of an actuarial associate as support for this conclusion.
. We also question NEL's premise that, because Ruffin stands to receive the full dollar amount of his benefits under the Plan through guaranteed payments, he will receive the full value of his benefits despite not being able to receive a lump sum. For a participant with a pressing financial need, whether the result of personal or medical emergency, a lump-sum *337 payment of benefits may, in relative terms, be worth much more simply because it is paid in a lump sum as opposed to a series of smaller payments.
. S ection 110 9 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 subchapter 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. A fiduciary may also be removed for a violation of section 1111 of this title.
29 U.S.C.A. § 1109 (West 1999).
. ERISA defines "participant” as "any employee or former employee of an employer ... who is or may become eligible to receive a benefit of any type from an employee benefit plan which covers employees of such employer ... or whose beneficiaries may be eligible to receive any such benefit.” 29 U.S.C.A. § 1002(7) (West 1999).
.Although, to our knowledge, no federal appellate court has directly addressed the question of whether participant standing ceases at plan termination, two district courts have squarely held that it does not, albeit in unpublished opinions.
See Naimoli v. Anchor Glass Container Corp.,