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Pension Resource

29 C.F.R. § 2510.3-21

Definition of “Fiduciary.”
CFR 2015 annual edition (revised as of 2015-07-01) · superseded Jul 1, 2016 · last amended by 40 FR 50843, Oct. 31, 1975
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(a) -(b) [Reserved]
(c) Investment advice.
(1) A person shall be deemed to be rendering “investment advice” to an employee benefit plan, within the meaning of section 3(21)(A)(ii) of the Employee Retirement Income Security Act of 1974 (the Act) and this paragraph, only if:
(i) Such person renders advice to the plan as to the value of securities or other property, or makes recommendation as to the advisability of investing in, purchasing, or selling securities or other property; and
(ii) Such person either directly or indirectly (e.g., through or together with any affiliate)—
(A) Has discretionary authority or control, whether or not pursuant to agreement, arrangement or understanding, with respect to purchasing or selling securities or other property for the plan; or
(B) Renders any advice described in paragraph (c)(1)(i) of this section on a regular basis to the plan pursuant to a mutual agreement, arrangement or understanding, written or otherwise, between such person and the plan or a fiduciary with respect to the plan, that such services will serve as a primary basis for investment decisions with respect to plan assets, and that such person will render individualized investment advice to the plan based on the particular needs of the plan regarding such matters as, among other things, investment policies or strategy, overall portfolio composition, or diversification of plan investments.
(2) A person who is a fiduciary with respect to a plan by reason of rendering investment advice (as defined in paragraph (c)(1) of this section) for a fee or other compensation, direct or indirect, with respect to any moneys or other property of such plan, or having any authority or responsibility to do so, shall not be deemed to be a fiduciary regarding any assets of the plan with respect to which such person does not have any discretionary authority, discretionary control or discretionary responsibility, does not exercise any authority or control, does not render investment advice (as defined in paragraph (c)(1) of this section) for a fee or other compensation, and does not have any authority or responsibility to render such investment advice, provided that nothing in this paragraph shall be deemed to:
(i) Exempt such person from the provisions of section 405(a) of the Act concerning liability for fiduciary breaches by other fiduciaries with respect to any assets of the plan; or
(ii) Exclude such person from the definition of the term “party in interest” (as set forth in section 3(14)(B) of the Act) with respect to any assets of the plan.
(d) Execution of securities transactions.
(1) A person who is a broker or dealer registered under the Securities Exchange Act of 1934, a reporting dealer who makes primary markets in securities of the United States Government or of an agency of the United States Government and reports daily to the Federal Reserve Bank of New York its positions with respect to such securities and borrowings thereon, or a bank supervised by the United States or a State, shall not be deemed to be a fiduciary, within the meaning of section 3(21)(A) of the Act, with respect to an employee benefit plan solely because such person executes transactions for the purchase or sale of securities on behalf of such plan in the ordinary course of its business as a broker, dealer, or bank, pursuant to instructions of a fiduciary with respect to such plan, if:
(i) Neither the fiduciary nor any affiliate of such fiduciary is such broker, dealer, or bank; and
(ii) The instructions specify (A) the security to be purchased or sold, (B) a price range within which such security is to be purchased or sold, or, if such security is issued by an open-end investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1, et seq.), a price which is determined in accordance with Rule 22c-1 under the Investment Company Act of 1940 (17 CFR 270.22c-1), (C) a time span during which such security may be purchased or sold (not to exceed five business days), and (D) the minimum or maximum quantity of such security which may be purchased or sold within such price range, or, in the case of a security issued by an open-end investment company registered under the Investment Company Act of 1940, the minimum or maximum quantity of such security which may be purchased or sold, or the value of such security in dollar amount which may be purchased or sold, at the price referred to in paragraph (d)(1)(ii)(B) of this section.
(2) A person who is a broker-dealer, reporting dealer, or bank which is a fiduciary with respect to an employee benefit plan solely by reason of the possession or exercise of discretionary authority or discretionary control in the management of the plan or the management or disposition of plan assets in connection with the execution of a transaction or transactions for the purchase or sale of securities on behalf of such plan which fails to comply with the provisions of paragraph (d)(1) of this section, shall not be deemed to be a fiduciary regarding any assets of the plan with respect to which such broker-dealer, reporting dealer or bank does not have any discretionary authority, discretionary control or discretionary responsibility, does not exercise any authority or control, does not render investment advice (as defined in paragraph (c)(1) of this section) for a fee or other compensation, and does not have any authority or responsibility to render such investment advice, provided that nothing in this paragraph shall be deemed to:
(i) Exempt such broker-dealer, reporting dealer, or bank from the provisions of section 405(a) of the Act concerning liability for fiduciary breaches by other fiduciaries with respect to any assets of the plan; or
(ii) Exclude such broker-dealer, reporting dealer, or bank from the definition, of the term “party in interest” (as set forth in section 3(14)(B) of the Act) with respect to any assets of the plan.
(e) Affiliate and control.
(1) For purposes of paragraphs (c) and (d) of this section, an “affiliate” of a person shall include:
(i) Any person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with such person;
(ii) Any officer, director, partner, employee or relative (as defined is section 3(15) of the Act) of such person; and
(iii) Any corporation or partnership of which such person is an officer, director or partner.
(2) For purposes of this paragraph, the term “control” means the power to exercise a controlling influence over the management or policies of a person other than an individual.
Source credit, amendments & notes

[40 FR 50843, Oct. 31, 1975]

29 C.F.R. § 2510.3-21 — Definition of “Fiduciary.” · CFR 2015 annual edition (revised as of 2015-07-01) · https://pensionresource.website/EAMain?content=EAMain.Law&id=cfr29-2510.3-21&asof=1998-02-17 · printed Oct 16, 2026
On this page
  • (a) (a) -(b) [Reserved]
  • (c) Investment advice.
  • (d) Execution of securities transactions.
  • (e) Affiliate and control.
Implements
ERISA § 3 (29 U.S.C. § 1002) Definitions
Cited by (code & regs)
Guidance addressing this section
Department of Labor (EBSA)
Final Rules
  • 91 FR 13503 Mar 20, 2026 — Retirement Security Rule: Definition of an Investment Advice Fiduciary: Notice of Court Vacatur (c)(1)(i)
  • 85 FR 40589 Jul 7, 2020 — Conflict of Interest Rule-Retirement Investment Advice: Notice of Court Vacatur (c)(c)(1)(c)(1)(i)
  • 82 FR 16902 Apr 7, 2017 — Definition of the Term “Fiduciary”; Conflict of Interest Rule-Retirement Investment Advice; Best Interest Contract Exemption (Prohibited Transaction Exemption … (j)
  • 81 FR 21139 Apr 8, 2016 — Amendment to Prohibited Transaction Exemption (PTE) 75-1, Part V, Exemptions From Prohibitions Respecting Certain Classes of Transactions Involving Employee Be… (c)(c)(1975)
  • 81 FR 20946 Apr 8, 2016 — Definition of the Term “Fiduciary”; Conflict of Interest Rule-Retirement Investment Advice (a)(1)(a)(2)(b)(c)(c)(1)(i)(d)
Proposed Rules
  • 82 FR 12319Proposed Mar 2, 2017 — Definition of the Term “Fiduciary”; Conflict of Interest Rule-Retirement Investment Advice; Best Interest Contract Exemption (Prohibited Transaction Exemption … Comments due Mar 17, 2017
  • 80 FR 22004Proposed Apr 20, 2015 — Proposed Amendment to Prohibited Transaction Exemption (PTE) 75-1, Part V, Exemptions From Prohibitions Respecting Certain Classes of Transactions Involving Em… Comments due Jul 6, 2015 (c)(c)(1975)(e)
  • 75 FR 65263Proposed Oct 22, 2010 — Definition of the Term “Fiduciary” Comments due Jan 20, 2011 (c)
Also cited in 28 other documents
Department of Labor (EBSA)
Technical Releases
Final Rules
  • 89 FR 32346 Apr 25, 2024 — Amendment to Prohibited Transaction Exemptions 75-1, 77-4, 80-83, 83-1, and 86-128 (c)
  • 89 FR 32122 Apr 25, 2024 — Retirement Security Rule: Definition of an Investment Advice Fiduciary (c)(1)(c)(1)(ii)(A)
  • 85 FR 82798 Dec 18, 2020 — Prohibited Transaction Exemption 2020-02, Improving Investment Advice for Workers & Retirees (c)(1)(c)(1)(i)
  • 82 FR 56545 Nov 29, 2017 — 18-Month Extension of Transition Period and Delay of Applicability Dates; Best Interest Contract Exemption (PTE 2016-01); Class Exemption for Principal Transac… (c)(1)
  • 82 FR 29236 Jun 28, 2017 — Definition of Employee Pension Benefit Plan Under ERISA
  • 81 FR 44773 Jul 11, 2016 — Best Interest Contract Exemption; Correction (c)(1)(i)
  • 81 FR 21208 Apr 8, 2016 — Amendments to Class Exemptions 75-1, 77-4, 80-83 and 83-1 (c)
  • 81 FR 21181 Apr 8, 2016 — Amendment to and Partial Revocation of Prohibited Transaction Exemption (PTE) 86-128 for Securities Transactions Involving Employee Benefit Plans and Broker-De… (c)(c)(1975)(d)(e)
  • 81 FR 21147 Apr 8, 2016 — Amendment to and Partial Revocation of Prohibited Transaction Exemption (PTE) 84-24 for Certain Transactions Involving Insurance Agents and Brokers, Pension Co… (c)
  • 81 FR 21089 Apr 8, 2016 — Class Exemption for Principal Transactions in Certain Assets Between Investment Advice Fiduciaries and Employee Benefit Plans and IRAs (c)(c)(1975)(f)(7)
  • 81 FR 21002 Apr 8, 2016 — Best Interest Contract Exemption (b)(2)(i)(c)(1)(i)(c)(1975)(f)(7)
  • 77 FR 5632 Feb 3, 2012 — Reasonable Contract or Arrangement Under Section 408(b)(2)-Fee Disclosure
  • 76 FR 66136 Oct 25, 2011 — Investment Advice-Participants and Beneficiaries (c)(e)(1)
Proposed Rules
  • 88 FR 76032Proposed Nov 3, 2023 — Proposed Amendment to Prohibited Transaction Exemptions 75-1, 77-4, 80-83, 83-1, and 86-128 Comments due Jan 2, 2024 (e)
  • 88 FR 75979Proposed Nov 3, 2023 — Proposed Amendment to Prohibited Transaction Exemption 2020-02 Comments due Jan 2, 2024 (c)(1)(i)
  • 88 FR 75890Proposed Nov 3, 2023 — Retirement Security Rule: Definition of an Investment Advice Fiduciary Comments due Jan 2, 2024 (c)(1)(c)(1)(ii)(A)(c)(1)(ii)(B)
  • 85 FR 55219Proposed Sep 4, 2020 — Fiduciary Duties Regarding Proxy Voting and Shareholder Rights Comments due Oct 5, 2020
  • 85 FR 40834Proposed Jul 7, 2020 — Improving Investment Advice for Workers & Retirees Comments due Aug 6, 2020 (c)(1)(c)(1)(i)
  • 82 FR 41365Proposed Aug 31, 2017 — Extension of Transition Period and Delay of Applicability Dates; Best Interest Contract Exemption (PTE 2016-01); Class Exemption for Principal Transactions in … Comments due Sep 15, 2017 (c)(1)
  • 82 FR 7336Proposed Jan 19, 2017 — Proposed Best Interest Contract Exemption for Insurance Intermediaries (b)(1)(c)(1)(i)
  • 80 FR 22035Proposed Apr 20, 2015 — Proposed Amendments to Class Exemptions 75-1, 77-4, 80-83 and 83-1 Comments due Jul 6, 2015 (c)
  • 80 FR 22021Proposed Apr 20, 2015 — Proposed Amendment to and Proposed Partial Revocation of Prohibited Transaction Exemption (PTE) 86-128 for Securities Transactions Involving Employee Benefit P… Comments due Jul 6, 2015 (c)(d)(e)
  • 80 FR 21989Proposed Apr 20, 2015 — Proposed Class Exemption for Principal Transactions in Certain Debt Securities between Investment Advice Fiduciaries and Employee Benefit Plans and IRAs Comments due Jul 6, 2015 (c)(c)(1975)
  • 80 FR 21960Proposed Apr 20, 2015 — Proposed Best Interest Contract Exemption Comments due Jul 6, 2015 (c)(1975)
  • 80 FR 21928Proposed Apr 20, 2015 — Definition of the Term “Fiduciary”; Conflict of Interest Rule-Retirement Investment Advice Comments due Jul 6, 2015 (c)(d)
IRS / Treasury
Final Rules
  • 84 FR 28888 Jun 20, 2019 — Health Reimbursement Arrangements and Other Account-Based Group Health Plans
Proposed Rules
  • 83 FR 54420Proposed Oct 29, 2018 — Health Reimbursement Arrangements and Other Account-Based Group Health Plans Comments due Dec 28, 2018
Tax Court (0) · DOL/Federal (1)
DOL and federal courts (1)
Also cite this provision (1)

No private letter rulings in the library cite this provision yet.

Each row is a version of the text as published by the official source. Code dates are the edition/release point that first reflected the change; regulation dates are eCFR effective dates. The library checks the official sources automatically, so new versions appear here on their own; “run” opens the sync that recorded a version.

EffectiveThroughSourceAmended by
Jul 1, 1997Jun 30, 2016CFR 2015 annual edition (revised as of 2015-07-01) run 12740 FR 50843, Oct. 31, 1975View
Jul 1, 2016Dec 31, 2016CFR 2016 annual edition (revised as of 2016-07-01) run 12781 FR 20997View · Redline (sign in)
Jan 1, 2017Apr 6, 2017eCFR amendment effective 2017-01-01 run 2681 FR 20997View · Redline (sign in)
Apr 7, 2017Apr 9, 2017eCFR amendment effective 2017-04-07 run 2681 FR 20997View · Redline (sign in)
Apr 10, 2017Jun 8, 2017eCFR amendment effective 2017-04-10 run 2682 FR 16918, Apr. 7, 2017View · Redline (sign in)
Jun 9, 2017Jul 6, 2020eCFR amendment effective 2017-06-09 run 2682 FR 16918, Apr. 7, 2017View · Redline (sign in)
Jul 7, 2020Apr 24, 2024eCFR editorial change effective 2020-07-07 run 2685 FR 40593, July 7, 2020View · Redline (sign in)
Apr 25, 2024Sep 22, 2024eCFR amendment effective 2024-04-25 run 2685 FR 40593, July 7, 2020View · Redline (sign in)
Sep 23, 2024Mar 19, 2026eCFR amendment effective 2024-09-23 run 2689 FR 32256, Apr. 25, 2024View · Redline (sign in)
Mar 20, 2026Apr 16, 2026eCFR amendment effective 2026-04-20 run 291 FR 13509, Mar. 20, 2026View · Redline (sign in)
Apr 17, 2026Apr 19, 2026eCFR amendment effective 2026-04-17 run 2689 FR 32256, Apr. 25, 2024View · Redline (sign in)
Apr 20, 2026currenteCFR amendment effective 2026-04-20 run 2691 FR 13509, Mar. 20, 2026View · Redline (sign in)
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