As defined by ERISA, any person or firm who: (a) exercises any discretionary authority or discretionary control over the management of a plan or any authority or control over the management or disposition of its assets, (b) renders investment advice for a fee with respect to the funds or property of the plan, or has the authority or responsibility to do so, or (c) has any discretionary authority or discretionary responsibility in the administration of the plan. Under ERISA, fiduciaries have potential legal liability if they fail to follow proper procedures or are negligent in the conduct of their assigned responsibilities, or if they otherwise breach their fiduciary duties under ERISA (including if they cause the plan to engage in a non-exempt prohibited transaction).