           United States Court of Appeals
                       For the First Circuit


No. 14-1450

                          MARK DUTKEWYCH,

                       Plaintiff, Appellant,

                                 v.

                    STANDARD INSURANCE COMPANY,

                        Defendant, Appellee,

                                and

         MINTZ LEVIN COHN FERRIS GLOVSKY & POPEO P.C. GROUP
                     LONG TERM DISABILITY PLAN,

                             Defendant.


            APPEAL FROM THE UNITED STATES DISTRICT COURT
                  FOR THE DISTRICT OF MASSACHUSETTS

            [Hon. Denise J. Casper, U.S. District Judge]


                               Before

                        Lynch, Chief Judge,
                    Souter,* Associate Justice,
                     and Stahl, Circuit Judge.


     Mala M. Rafik, with whom S. Stephen Rosenfeld was on brief,
for appellant.
     Brooks R. Magratten, with whom Ronald M. LaRocca and Pierce
Atwood LLP were on brief, for appellee.



     *
          Hon. David H. Souter, Associate Justice (Ret.) of the
Supreme Court of the United States, sitting by designation.
March 30, 2015




     -2-
             LYNCH, Chief Judge.            Plaintiff Mark Dutkewych is a

participant    in    a     disability     plan   (the    "Plan"),     insured    and

administered by Defendant Standard Insurance Company under the

Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1001

et seq.    The Plan limits long-term disability ("LTD") benefits to

24 months for "a Disability caused or contributed to by . . . :

(1) Mental Disorders; (2) Substance Abuse; or (3) Other Limited

Conditions."    Applying this Limited Conditions Provision, Standard

terminated Dutkewych's benefits after 24 months, on June 1, 2011.

After Dutkewych's administrative appeal failed, he brought this

lawsuit against Standard for unpaid benefits.                The district court

entered summary judgment against Dutkewych's claims.                  Dutkewych v.

Standard Ins. Co., No. 12-cv-11073, 2014 WL 1334169 (D. Mass. Mar.

29, 2014).    Dutkewych appealed.

             Dutkewych contests Standard's decision to limit his LTD

benefits to 24 months, saying he has been diagnosed with chronic

Lyme disease, "a physical illness that is not limited under the

terms of the Plan." Despite the hot dispute between the parties on

this issue, this case does not turn on the insurer's doubts about

the validity of Dutkewych's diagnosis with chronic Lyme disease.

Instead,    this    case    turns   on    the    insurer's   application        of   a

different    provision      of   the     Plan,   the    subset   of   the   Limited

Conditions Provision related to mental disorders ("Mental Disorder

Limitation").       Standard maintains that, even if Dutkewych was


                                         -3-
disabled as a result of chronic Lyme disease in June 2011, the

Mental Disorder Limitation nonetheless applies because his mental

disorders, regardless of their cause, contributed to his disability

as of June 2011.

             Standard's    interpretation       of   the   Mental   Disorder

Limitation is reasonable and its application to Dutkewych's case is

supported by substantial evidence.          We affirm the entry of summary

judgment to Standard.

                          I.   Factual Background

A.           Standard's LTD Plan

             The   Plan   provides   that   a   participant   qualifies   as

"Disabled from your Own Occupation if, as a result of Physical

Disease, Injury, Pregnancy, or Mental Disorder:"

             1. You are unable to perform with reasonable
             continuity the Material Duties of your Own
             Occupation; and

             2. You suffer a loss of at least 20% in your
             Indexed Predisability Earnings when working in
             your Own Occupation.

The "Maximum Benefit Period" allowed Dutkewych to receive benefits

to age 65.

             Certain disabilities, however, are subject to a limited

benefits period ("Limited Conditions Provision").             Specifically,

"[p]ayment of LTD Benefits is limited to 24 months during your

entire lifetime for a Disability caused or contributed to by any

one or more of the following . . . : (1) Mental Disorders; (2)


                                     -4-
Substance    Abuse;   or   (3)    Other   Limited   Conditions."     "Mental

Disorders"     is   defined      to   include   "any   mental,     emotional,

behavioral, psychological, personality, cognitive, mood or stress-

related     abnormality,      disorder,     disturbance,   dysfunction    or

syndrome, regardless of cause . . . or the presence of physical

symptoms."      "Other Limited Conditions" is defined to include

chronic fatigue conditions and chronic pain conditions, such as

fibromyalgia.

             The Plan provides two "Rules for Disabilities Subject to

Limited Pay Periods":

             1.   If you are Disabled as a result of a
             Mental Disorder or any Physical Disease or
             Injury for which payment of LTD Benefits is
             subject to a limited pay period, and at the
             same time are Disabled as a result of a
             Physical Disease, Injury, or Pregnancy that is
             not subject to such limitation, LTD Benefits
             will be payable first for conditions that are
             subject to the limitation.

             2. No LTD Benefits will be payable after the
             end of the limited pay period, unless on that
             date you continue to be Disabled as a result
             of a Physical Disease, Injury, or Pregnancy
             for which payment of LTD Benefits is not
             limited.

             Standard specified in the Plan that it "ha[s] full and

exclusive authority to control and manage the Group Policy, to

administer claims, and to interpret the Group Policy and resolve

all questions arising in the administration, interpretation, and

application of the Group Policy."



                                      -5-
B.          Dutkewych's Disability

            In early 2008, Dutkewych suffered from mental illness,

substance abuse, and a dizzying array of physical symptoms that

have since received competing diagnoses.      Dutkewych left his work

as an associate attorney at a Boston law firm on October 3, 2008,

and sought LTD benefits from Standard.         We summarize here the

relevant chronology of Dutkewych's medical history and Standard's

decisions concerning his benefits.

            1.     Dutkewych's Early Diagnoses

            In March 2008, Dutkewych began to experience symptoms

including    "severe   fatigue,    intense   back   pain   and   stomach

irritation."     His symptoms worsened over the summer as Dutkewych

developed a painful rash, began bruising and bleeding, suffered

severe joint pain, and experienced cognitive issues, including

trouble with reading comprehension, concentration, short term

memory, directions, organization, and sense of time.        His primary

care physician, Dr. Eric Serrano, did not identify a cause.

            In August 2008, Dr. Serrano referred Dutkewych to a

hematologist-oncologist, Dr. Brenda Haynes, who considered the

possibility of Lyme disease.      At that time, Dutkewych reported "no

recent viral exposure or tick exposure that he [was] aware of."       A

blood test returned negative results for Lyme disease, but the test

results warned that false negatives are possible in the early




                                   -6-
stages of the disease before the patient produces detectable levels

of antibodies.

           Dr. Serrano then referred Dutkewych to a rheumatologist,

Dr. Don Goldenberg, who examined Dutkewych in September 2008.                 Dr.

Goldenberg concluded that Dutkewych's "musculoskeletal symptoms are

consistent      with   what    is    termed     fibromyalgia,    which   overlaps

significantly with mood and sleep disturbances."                 Dr. Goldenberg

noted   that    Dutkewych      had    a   history   of    obsessive    compulsive

disorder, which made it "likely that unexplained physical symptoms

with multiple physician evaluations would heighten the intensity of

the symptoms."       He recommended Dutkewych's treatment "be primarily

regulated by [his] psychiatrist."

           One       week   later,    Dutkewych     visited     the   psychiatric

emergency department at the Cambridge Hospital.                 He reported his

mental health history and his more recent somatic symptoms.                    He

noted his recent diagnosis by Dr. Goldenberg, and attributed his

worsening depression to the idea that his doctors did not want to

pursue his physical symptoms. At that time, his wife reported that

he was "self-medicating" with prescription drugs.                 Dutkewych was

admitted   to    the    Cambridge     Hospital's     Partial    Hospitalization

Program, an outpatient program, for the following two weeks.                   At

discharge,      he   was    diagnosed     with    major   depressive     disorder,

obsessive compulsive disorder, and generalized anxiety disorder.




                                          -7-
            In    November     2008,     Dutkewych     visited    a    family

practitioner, Dr. Jeanne Hubbuch, who ordered additional tests for

Lyme disease.     This time, Dutkewych reported experiencing no tick

bites, but noted that ticks had been seen in his house.               Western

blot test returned positive results for Lyme disease under the

IGeneX IGG criteria, but negative results under CDC/NYS and Babesia

FISH criteria.

            On December 9, 2008, Dutkewych was admitted to the McLean

Hospital for substance abuse treatment.               At the hospital, he

reported that he had been abusing Vicodin, and explained that he

had used a stolen credit card to buy things that he then sold to

pay for drugs.    His intake form noted his recent diagnosis of Lyme

Disease and his ongoing depression.

            He was discharged from the hospital on December 15, 2008,

and immediately entered McLean's residential treatment program. In

an Ambulatory Services Initial Assessment, Dutkewych reported a

"[l]ongstanding" history of obsessive compulsive disorder and

episodic depression.         Although his OCD was "in reasonably good

control,"   his   depressive    symptoms     were    still   significant   and

included suicidal ideation.        He admitted to persistent and daily

substance abuse over the last year. Dr. Joshua Katz, who evaluated

Dutkewych during this time, reported that "[m]any if not all of

[Dutkewych's] physical and cognitive symptoms can be explained by




                                       -8-
chronic   narcotic       use   and   intermittent    withdrawal    symptoms."

Dutkewych was discharged on January 21, 2009.

             2.         Standard's Approval of Limited LTD Benefits

             On April 16, 2009, Standard approved Dutkewych's claim

for LTD benefits.          At that time, "a significant portion of the

medical records in Mr. Dutkewych's claim file relate[d] to his

psychiatric condition."        The physician consultant who reviewed his

records noted that "Mr. Dutkewych has had a combination of chemical

dependency        and    psychiatric    disorder     of   life    threatening

proportions."       Standard concluded that his claim "supports that as

of October 4, 2008, [Dutkewych] has been unable to perform with

reasonable continuity the Material Duties of his Own Occupation due

to symptoms and treatment related to substance abuse and major

depression."

             Standard specifically warned Dutkewych that his policy

"limits payment of LTD benefits to 24 months during your entire

lifetime for a Disability caused or contributed to by Mental

Disorders, Substance Abuse or Other Limited Conditions." "As major

depression is considered to be a Mental Disorder, Standard will be

applying the Mental Disorder limitation and thus limiting payment

of LTD benefits to a maximum of 24 months."

             3.         Dutkewych's Treatment for Chronic Lyme Disease

             Between June 2009 and December 2009, Dutkewych entered a

second    residential       substance     abuse     treatment    program   and


                                        -9-
participated in two halfway house programs.                From around June 5 to

June 22, 2009, Dutkewych was admitted to the McLean Adult Partial

Hospital and Residential Program.             From June 22 to September 29,

2009, he resided at Phoenix House Springfield Center, a residential

facility    for      substance       abuse        treatment     in    Springfield,

Massachusetts.       From    September       29    to   December     21,   2009,    he

continued   his   treatment      at    the    "North       Cottage"      Program,    a

residential facility for substance abuse treatment in Norton,

Massachusetts.

            During    this   time,    Dutkewych         began   seeing     Dr.   Karen

Isselbacher, Dr. Luz J. Ruiz, and Dr. Bernard Raxlen.                    Each agreed

with the diagnosis of Lyme disease.                 Dr. Isselbacher, a primary

care physician, conducted a spinal tap in July 2009, and found

elevated levels of proteins which she interpreted as evidence of

Lyme disease. Dr. Raxlen, a psychiatrist, diagnosed Dutkewych with

Lyme disease in December 2009 following a SPECT scan and a clinical

evaluation.   Dr. Ruiz, a neurologist, sought an additional Western

blot test in December 2010 which returned identical results to the

test in November 2008 -- positive for Lyme disease under IGeneX

criteria, but negative for Lyme disease under CDC/NYS criteria.

            Under their care, Dutkewych has intermittently received

intravenous ("IV") antibiotic treatment for Lyme disease.                        After

consulting with three physicians, respectively at Columbia, John's

Hopkins, and Beth Israel, Dr. Isselbacher began to treat Dutkewych


                                       -10-
with IV antibiotics in July 2009.           While on IV antibiotics from

July 2009 to March 2010, Dutkewych reported improved symptoms.             He

suffered   a    relapse   after    ending   treatment,   and   restarted   IV

antibiotics in April 2010. He stopped again in June 2010, when his

port became infected, and restarted in February 2011, when a new

port was installed.

           During this time frame, Dutkewych also applied for and

received a premium waiver on his life insurance policy from

Standard and total disability benefits from the Social Security

Administration ("SSA").           On April 28, 2009, Standard approved

Dutkewych for a premium waiver on his life insurance policy based

on a disability.     On June 10, 2010, the SSA approved Dutkewych for

total disability benefits due to "Lyme Disease, fibromyalgia,

muscle/joint pain, depression and substance abuse."            The SSA found

that Dutkwewych's "Lyme Disease with associated joint pain and

fatigue as well as his depression preclude him from performing work

at any exertional level of the occupational base on a 'regular and

continuing basis.'"

           4.       Standard's Termination of LTD Benefits

           On April 27, 2011, Standard informed Dutkewych that his

benefits would be terminated as of June 1, 2011,1 "due to the end

of the 24-month Limitation Period."             Standard explained that,



     1
       The 24-month period was extended by 60 days under the terms
of the Plan.

                                     -11-
"[b]ecause the Group Policy limits payments for Disability caused

or contributed to by a Mental Disorder, in order to continue to

receive LTD Benefits, Mr. Dutkewych must be Disabled by a Physical

Disease or Injury."      Specifically, "[t]he Physical Disease(s) or

Injury(ies) must be so severe as to cause Disability in the absence

of Substance Abuse, a Mental Disorder or Other Limited Condition."

           Standard relied on a physician consultant, Dr. Leonard

Sigal, described as "board-certified in internal medicine and

rheumatology" and "a leading figure in both the treatment and

research of chronic Lyme disease for many years,"2 to review

Dutkewych's "entire medical record."          Dr. Sigal concluded that

Dutkewych's diagnosis of Lyme disease was "speculative."           He noted

that Dutkewych's antecedent psychiatric disorder, substance abuse,

and   diagnosis   of   fibromyalgia   had   been   "overshadowed    by   his

treating physicians in favor of the premise that all of his

complaints [were] attributable to 'chronic Lyme disease.'"

           In so concluding, Dr. Sigal discounted the positive

Western blot results at the IGeneX laboratory since, in his

experience, the laboratory "routinely reports positive results that

are not in agreement with clinical findings and . . . often reports

positive results in patients with no likelihood of exposure."            He



      2
        Dutkewych argues that Dr. Sigal's "experience has been
confined to the position that chronic Lyme disease does not exist
and that individuals who are diagnosed with chronic Lyme disease
more likely than not suffer from fibromyalgia or mental illness."

                                  -12-
also disagreed with Dr. Isselbacher's reading of the spinal fluid

analysis.      "He noted that spinal fluid obtained on July 17, 2009

had   normal     glucose,   a   trivially   elevated   protein,   and   no

inflammatory white or red blood cells counted."        He concluded that

it was "essentially normal."        Dr. Sigal accordingly rejected the

diagnosis of chronic Lyme disease by "a small group of physicians,

considered local or regional Lyme disease experts . . . despite the

lack of explicit clinical and laboratory evidence and the lack of

response    to     month    after   month    of   multiple    antibiotic

therapies . . . ."

            In the termination letter, Standard stated that it could

not "conclude that a Physical Disease has been identified as

defined by the policy." Furthermore, "[e]ven if [it was] to accept

the diagnosis of Lyme disease, the consulting physician noted that

the claimant may be able to work at this time if his psychiatric

issues were appropriately dealt with."            Importantly, Standard

explained that it was "unable to conclude that Mr. Dutkewych

remains Disabled as the result of a Physical Disease or Injury and

since LTD Benefits payable for Disability caused or contributed to

by Substance Abuse, a Mental Disorder or Other Limited Conditions

are limited to 24 months, his claim will close with [Standard's]

payment through June 1, 2011."

            Standard explained that Dutkewych could request a review

of Standard's decision within 180 days.           With his request for


                                    -13-
review,    Dutkewych     would    have    the   right    to   submit    additional

information in support of his claim.

            5.         Dutkewych's Request for Review

            On October 20, 2011, Dutkewych administratively appealed

Standard's decision to limit his benefits to two years.                         He

attached letters from his wife, his in-laws, two of his brothers,

and two of his treating physicians.

            Each   of     his    family     members      explained     Dutkewych's

struggles with Lyme disease over the past few years.                   His mother-

in-law stated that "Mark's limitations are both physical and

intellectual."         She wrote that "his depression                is clearly a

reaction    to   his    pain    and   fatigue    rather    than   an   endogenous

depression."       His    brother     attested    that    Dutkewych     had   "gone

thr[ough] significant physical and mental changes over the past 2

years." As an example, his father-in-law related that "Mark cannot

read a simple novel without getting confused and . . . need[ing] to

re-read the pages that he just read five minutes earlier."

            Dr. Sheila Statlender, a clinical psychologist who had

been treating Dutkewych since March 2010, submitted a report dated

March 28, 2011.         Dr. Statlender stated that Dutkewych "has not

abused substances" since they began treatment.                Significantly, she

diagnosed him with "Mood Disorder Due to Neuroborreliosis (central

nervous system Lyme disease), with Depressive Features" and noted

his "ongoing symptoms of anxiety and depression."


                                         -14-
           Similarly, Dr. Ruiz's letter, dated August 21, 2011,

found Dutkewych to have mental disorders, and attributed them to

his diagnosis of Lyme disease.               Amongst Dutkewych's persistent

symptoms, Dr. Ruiz listed cognitive limitations, depression, and

anxiety. But, Dr. Ruiz wrote that "[d]epression and anxiety cannot

explain   Mr.     Dutkewych's       joint        and    muscle     pain,       headaches,

neuropathy, lack of endurance and worsening fatigue upon exercise.

These symptoms, and Mr. Dutkewych's clinical presentation, are

consistent with Lyme disease."

           Dutkewych sent Standard an additional report from a

neuropsychologist, Dr. Leo Shea, following evaluations on May 21,

2011, and June 4, 2011.                 Dr. Shea concluded that Dutkewych's

"significant decline" in cognitive capacities "cannot be explained

by   depression       alone."      He    concluded      that     "the       cause    of   Mr.

Dutkewych's     cognitive       difficulties       is    primarily          based    in    the

resultant neurologic sequelae of Lyme disease with central nervous

system involvement."           Dr. Shea noted that Dutkewych's "cognitive

reserve   has     also     been    impacted       by    his      history       of    serial

concussions,      .    .   .    obsessive    compulsive        diagnosis,           and   the

medications prescribed to attenuate these diagnosed conditions."

           In     addition,       Standard       had    received        a    letter       from

Dutkewych, dated April 27, 2011, that summarized his own medical

condition.      "Since first contracting Lyme Disease," Dutkewych

wrote, "my symptoms have clustered in four primary areas: extreme


                                          -15-
fatigue and lethargy, intense joint pain, cognitive issues and

depression/anxiety. To date all of these issues persist." "Of all

of the symptom areas," Dutkewych identified the cognitive issues as

"often the most troubling."                Although he used to handle complex

public bond financing at the law firm, he wrote that he was now

forgetful,         easily       overwhelmed,       and   struggled    with     reading

comprehension.        "Finally, despite working with my therapist weekly

and taking anti-depressant medication, depression and anxiety

continue to be an issue." Dutkewych noted that "[i]t is consistent

with Lyme Disease to have mental health issues that are rooted in

the illness."

              6.       Standard's Denial After Administrative Review

              Based on Dutkewych's request, Standard's Administrative

Review Unit reviewed Standard's decision to terminate Dutkewych's

LTD benefits after 24 months.                    As part of this process, the

Administrative Review Unit asked two independent physicians, who

had    not    been    involved        in   the     earlier    decision,   to    review

Dutkewych's medical file.             Specifically, the Administrative Review

Unit       asked     Dr.        Raymond    Dattwyler,3       an   immunologist    and

rheumatologist,            to    comment    on     the   laboratory    findings    in

Dutkewych's medical file, the CDC criteria, and the assessment of



       3
       Dutkewych notes that, "[l]ike Dr. Sigal, Dr. Dattwyler has
a long history with Lyme disease, as a member of the [Infection
Disease Society of America] and an outspoken voice against the
existence of chronic Lyme."

                                            -16-
Dutkewych's condition.      The Administrative Review Unit also asked

Dr.   Bob   Gant,   a    clinical   neuropsychologist,    to    review   the

information related to Dutkewych's claimed cognitive deficits, and

the findings of Dr. Shea.

            In a report dated March 12, 2012, Dr. Dattwyler concluded

that "Dutkewych simply did not have the clinical manifestations

that I would expect to see in a patient with Lyme disease."

Critically to Dr. Dattwyler, "Dutkewych's Lyme serologies are

negative    and   none   meet   the    CDC   criteria."    Dr.    Dattwyler

specifically rejected "any test results from a lab that does not

adhere to CDC guidelines," such as the IGeneX tests.               "Simply

stated his negative serologies and his clinical picture strongly

support the finding that Mr. Dutkewych does not have Lyme disease

now and never did."

            In a report dated April 5, 2012, Dr. Gant stated that he

was "unable to establish a psychological or neuropsychological

diagnosis with the available information."           "In my opinion," Dr.

Gant wrote in an addendum report issued on April 20, "Dr. Shea

administered an insufficiently brief examination to support his

conclusions regarding a diagnosis of Chronic Lyme Disease, work-

related limitations related to this disease, and his ultimate

conclusions   regarding     impaired     work   functioning."     Dr.    Gant




                                      -17-
recommended        a     comprehensive    and    forensically      sophisticated

neuropsychological examination to verify a definitive diagnosis.4

                Both consulting physicians questioned the existence of

chronic Lyme disease as a diagnosis in general. In his report, Dr.

Dattwyler cautioned that "there is no acceptable definition of

'chronic Lyme disease,'" and that "[i]t is not accepted as a

diagnosis by mainstream medicine."              Instead, "[t]he term 'chronic

Lyme disease' is being applied to patients with vague complaints

most       of   who[m]    have   never   had    Lyme   disease."      Dr.   Gant

"concur[red]" with Dr. Dattwyler's statement that chronic Lyme

disease is not accepted by mainstream medicine.                 "In fact," Dr.

Gant wrote in his report, "available medical information indicates

that there is not medical consensus that Lyme disease is a credible

diagnosis to offer an individual with this claimant's clinical

history."

                On May 4, 2012, the Administrative Review Unit issued a

letter to Dutkewych's counsel to inform her that it had completed



       4
        In the review letter, the Administrative Review Unit noted
that it had contacted Dutkewych's counsel and "offered to arrange
for a neuropyschological examination at The Standard's expense"
after receiving Dr. Gant's assessment. The Administrative Review
Unit and Dutkewych's counsel had discussed that the results would
not likely change the prior determination "because The Standard did
not find that a diagnosis of Lyme disease was supported in Mr.
Dutkewych's case and because all of the other possible causes of
impairment that were suggested by Dr. Gant related to psychiatric
disorders or the treatment [Dutkewych] received for his psychiatric
disorders." "Given the above," Dutkewych's counsel declined to
pursue the evaluation.

                                         -18-
its independent review.        The Administrative Review Unit found that

"the correct decision was to close [Dutkewych's] claim as [of] June

1, 2011 under the Disabilities Subject to Limited Pay Periods

Provision" of his Plan.

             In the review letter, the Administrative Review Unit

reiterated that "the Disabilities Subject to Limited Pay Periods

provision of the [Plan] limits payment of LTD Benefits to 24 months

during your entire life time for a Disability caused or contributed

to by any one or more of the following . . . : 1) Mental Disorders,

2)   Substance   Abuse,       or   3)   Other   Limited      Conditions."      The

Administrative Review Unit then summarized, in detail, Dutkewych's

medical history, the evidence that he had submitted in support of

his claim that he was disabled as a result of Lyme disease, and the

reports of Standard's consulting physicians.                   In addition, the

Administrative Review Unit noted the controversy within the medical

community "regarding the diagnosis and treatment of Lyme disease."

The Administrative Review Unit concluded that "it is entirely

reasonable    and,    in   fact,      prudent   that   The    Standard   evaluate

disability claims in the context of mainstream medical opinion."

             Relying on the assessments of Drs. Dattwyler and Gant,

and the consistent assessments of Drs. Sigal and Goldenberg, the

Administrative       Review    Unit     concluded   that     Dutkewych   was   not

disabled "as a result [of] Lyme disease."               "Rather,"    it stated,

"the available medical evidence supports that [Dutkewych]'s mental


                                        -19-
health conditions in combination with his chronic pain condition

(fibromyalgia) and substance abuse are the most likely cause of his

reported symptoms."       The Administrative Review Unit agreed with

Standard's earlier decision to limit Dutkewych's benefits to 24

months under the Limited Conditions Provision as a result.              The

Administrative Review Unit explained:

           Because we do not find evidence to support
           that   Mr.   Dutkewych   was   impaired   from
           performing his Own Occupation as of June 1,
           2011 by a physical disease or injury (which
           was independent from his mental disorders,
           substance abuse and fibromyalgia with possible
           chronic fatigue), we have determined that Mr.
           Dutkewych does not qualify for additional LTD
           benefits from The Standard, and that his claim
           must remain closed.

C.         Present Litigation

           Following Standard's decision to terminate LTD benefits

after 24 months, Dutkewych sought review in the District of

Massachusetts.    In his First Amended Complaint, filed on September

27, 2012, he asserted that, "[a]t the end of the two year limited

pay period for disabilities caused or contributed to by a Mental

Disorder, Mr. Dutkewych was disabled due to the symptoms of Lyme

disease,   a   Physical   Disease    under   the   terms   of   the   Plan."

Dutkewych sought enforcement of the terms of the Plan for unpaid

benefits, and attorneys' fees and costs.           Both parties moved for

summary judgment.

           The district court held that Standard did not abuse its

discretion when it concluded that Dutkewych was not disabled by

                                    -20-
Lyme   disease,   and   terminated    his   benefits    after   24   months.

Dutkewych, 2014 WL 1334169, at *10-12.          "[W]hile there is evidence

in the record supporting a diagnosis of Lyme disease or chronic

Lyme disease," the court stated, "there is still substantial

evidence in the record supporting otherwise, upon which Standard

relied in making its determination that Dutkewych was not disabled

by Lyme disease."       Id. at *9.     In reaching its conclusion, the

court noted the qualified consulting physicians' opinions as to

Dutkewych's diagnosis with chronic Lyme disease, id. at *10-11, as

well as the "substantial evidence . . . that Dutkewych suffered

from non-physical impairments, such as depression," id. at *12. As

a result, the district court granted Standard's motion for summary

judgment and denied Dutkewych's motion for summary judgment.            Id.

at *14.    This appeal followed.

                             II.     Analysis

            We review the district court's grant of summary judgment

de novo.    Cusson v. Liberty Life Assurance Co. of Bos., 592 F.3d

215, 223 (1st Cir. 2010).          Although Dutkewych assigns various

errors to the district court's decision, "we need not attend

separately to each of these arguments."            Fire & Police Pension

Ass'n of Colo. v. Simon, 2015 WL 500748, at *10 (1st Cir. Feb. 6,

2015).    It is sufficient to affirm if we reach the same conclusion

on any basis.     See id.




                                     -21-
                  Like   the   district    court,   our   review      of    Standard's

decision is deferential.5               See Dutkewych, 2014 WL 1334169, at *1

n.1. "Where, as here, the administrator of an ERISA plan is imbued

with discretion in the interpretation and application of plan

provisions, its use of that discretion must be accorded deference."

Colby v. Union Sec. Ins. Co. & Mgmt. Co. for Merrimack Anesthesia

Assocs. Long Term Disability Plan, 705 F.3d 58, 61 (1st Cir. 2013).

A reviewing court must uphold Standard's decision unless it is

"arbitrary, capricious, or an abuse of discretion."6                           Ortega-

Candelaria v. Johnson & Johnson, 755 F.3d 13, 20 (1st Cir. 2014)

(internal quotation marks and citation omitted).                            Under this

standard of review, "the plan administrator's determinations must

be 'reasoned and supported by substantial evidence.'                         In short,

they       must    be    reasonable."      Colby,   705   F.3d   at    62    (citation

omitted).




       5
       The conflict of interest in Standard's position as both the
claim administrator and the payer of benefits "does not alter the
standard of review, but rather is 'but one factor among many that
a reviewing judge must take into account.'" Ortega-Candelaria v.
Johnson & Johnson, 755 F.3d 13, 27 (1st Cir. 2014) (quoting Metro.
Life Ins. Co. v. Glenn, 554 U.S. 105, 116 (2008)).
       6
       We have previously noted that "'[f]or purposes of reviewing
benefit determinations by an ERISA plan administrator, the
arbitrary and capricious standard is functionally equivalent to the
abuse of discretion standard.'" D & H Therapy Assocs., LLC v. Bos.
Mut. Life Ins. Co., 640 F.3d 27, 34 n.5 (1st Cir. 2011) (quoting
Wright v. R.R. Donnelley & Sons Grp. Benefits Plan, 402 F.3d 67, 74
n.3 (1st Cir. 2005)).

                                           -22-
             Dutkewych argues that "the contemporaneous medical record

demonstrates convincingly that [he] was disabled as a result of

chronic Lyme disease in June 2011 and is entitled to benefits from

that date, forward." Under the terms of the Plan, however, whether

or not that argument is correct, "[p]ayment of LTD Benefits is

limited to 24 months during your entire lifetime for a Disability

caused or contributed to by . . . Mental Disorders."           We need not

and do not decide whether chronic Lyme disease is a valid diagnosis

in general, or as applied to Dutkewych specifically.               Even if

Dutkewych was disabled as a result of chronic Lyme disease in June

2011, Standard's decision to limit his benefits to 24 months based

on the Mental Disorder Limitation was not arbitrary or capricious.

             Dutkewych raises three objections to the application of

the Mental Disorder Limitation in his case.             First, Dutkewych

argues that the record lacks substantial evidence that a mental

disorder caused or contributed to his disability in June 2011, when

his   benefits   were   terminated.      Next,    Dutkewych    argues   that

Standard's     application   of   the    Mental     Disorder    Limitation

contradicts the "Rules for Disabilities Subject to Limited Pay

Periods" set forth in the Plan.         Finally, Dutkewych argues that

Standard's reliance on the Mental Disorder Limitation arose only in

litigation and should be disregarded as a post-hoc rationalization.

We address and reject each argument in turn.




                                  -23-
A.         Substantial Evidence for Limitation

           The   Mental   Disorder   Limitation   applies    if    "Mental

Disorders" "cause[] or contribute[] to" the claimant's disability.

"Mental Disorder," in turn, is defined as:

           [A]ny    mental,    emotional,     behavioral,
           psychological, personality, cognitive, mood or
           stress-related     abnormality,      disorder,
           disturbance,    dysfunction    or    syndrome,
           regardless of cause . . . or the presence of
           physical symptoms.

In this case, there is substantial evidence that Dutkewych's mental

illness,   whether   or   not   related   to   chronic   Lyme     disease,

contributed to his disability as of June 2011.7             The contrary

argument is flatly contradicted by his own admissions and the

numerous medical opinions from both his own and other doctors.

           Reports   from   Dutkewych's    own    treating      physicians

establish that he had ongoing mental disabilities, in addition to

his physical symptoms, as of the period around June 2011.            In a

report dated March 28, 2011, Dr. Statlender stated that Dutkewych

"continues to experience a range of both physical and emotional


     7
        The parties dispute whether it is Standard's burden to
prove that Dutkewych was subject to the limited pay period, or
Dutkewych's burden to prove that he was not. Under traditional
insurance law principles, "once an insured has met [his] initial
burden of proving that a claim falls within the grant of coverage,
the burden shifts to the insurer to show that an exclusion defeats
coverage." Gent v. CUNA Mut. Ins. Soc'y, 611 F.3d 79, 83 (1st Cir.
2010). We noted the difficulty of characterizing a similar mental
illness provision as an exclusion or as a limitation on the
continuation of benefits in Gent. Id. Here, as in Gent, we need
not decide how to allocate the burden of proof since Standard would
prevail regardless. See id.

                                  -24-
symptoms," including "ongoing symptoms of anxiety and depression,"

and diagnosed him with "Mood Disorder Due to Neuroborreliosis

(central nervous system Lyme disease), with Depressive Features."

Likewise, in a report dated August 21, 2011, Dr. Ruiz listed

cognitive limitations, depression, and anxiety amongst "Dutkewych's

persistent       symptoms."         Finally,        in      Dutkewych's      2011

neuropsychological evaluation, Dr. Shea wrote that Dutkewych's

"presenting symptoms" included cognitive limitations, "anxiety and

depression that impacts his mood," and "severe fatigue."                  Testing

revealed      that   "Dutkewych   suffers    from    significant       cognitive

deficits, which are consistent with neurological Lyme disease that

has gone untreated for a prolonged period of time, and which

significantly impacts his professional career and has restricted

his ability to continue working at his designated position."

              In addition, Dutkewych's own letter to Standard on April

27, 2011, highlighted the mental disorders with which he struggled.

He stated that his symptoms fell into "four primary areas: extreme

fatigue and lethargy, intense joint pain, cognitive issues and

depression/anxiety."        "To date all of these issues persist."           "Of

all of the symptom areas," Dutkewych wrote, "the cognitive issues

are   often    the   most   troubling   to   me."        Like   his   physicians,

Dutkewych ascribed his physical symptoms, cognitive issues, and

mental health issues to Lyme disease.




                                    -25-
             Dutkewych maintains that these "symptoms" of chronic Lyme

disease cannot form the basis for the Mental Disorder Limitation.

He argues that "[e]xperiencing depression derivative of a physical

condition and being disabled by a psychiatric disorder are two very

different animals."        He stresses that his treating physicians did

not attribute his disability to his psychiatric conditions in June

2011.

             The Mental Disorder Limitation, however, is broadly

written.     The Limitation applies if a mental disorder, regardless

of    its   own   cause,   "caused    or   contributed"       to    a   claimant's

disability.       It is clear from Dutkewych's own evidence that mental

disorders, regardless of cause, continue to contribute to his

disability.       This is sufficient to trigger the Mental Disorder

Limitation based on the facts of this case and the wording of this

Plan.

             In Schwob v. Standard Insurance Co., 248 F. App'x 22

(10th Cir. 2007), the Tenth Circuit reached the same conclusion

when faced with an almost identical limitation.                    "At best," the

claimant's evidence indicated that "a mental disorder, such as

depression, could be secondary to Lyme disease, which she may or

may not have."      Id. at 28.   The Tenth Circuit concluded that, even

so,   Standard     was   reasonable   in     applying   the    Mental     Disorder

Limitation.       Id. at 29.   The court explained:

             [E]ven if we accept the premise that [the
             claimant]'s mental disorder is secondary to a

                                      -26-
           physical illness, this would not prevent
           Standard from applying the mental-disorder
           limitation to her claim.          The Plan's
           definition of mental disorder includes mental
           disorders 'regardless of cause.' As long as
           [the claimant]'s mental disorder contributed
           to her disability, the limitation would apply
           even if the mental disorder resulted from Lyme
           disease or another physical disease.

Id.   The same logic applies to the case at hand.

B.         Rules for Applying Limitation

           Dutkewych attempts to limit the application of the Mental

Disorder Limitation by pointing to the "unique, explicit rules for

the application of the Mental Disorders, Substance Abuse and Other

Limited Conditions provision."      The Limited Conditions Provision

limits payment of LTD benefits to "24 months during your entire

lifetime for a Disability caused or contributed to by . . . : (1)

Mental   Disorders;   (2)   Substance    Abuse;   or   (3)   Other   Limited

Conditions."    The "Rules" for the application of the Limited

Conditions Provision state:

           1.   If you are Disabled as a result of a
           Mental Disorder or any Physical Disease or
           Injury for which payment of LTD Benefits is
           subject to a limited pay period, and at the
           same time are Disabled as a result of a
           Physical Disease, Injury, or Pregnancy that is
           not subject to such limitation, LTD Benefits
           will be payable first for conditions that are
           subject to the limitation.

           2. No LTD Benefits will be payable after the
           end of the limited pay period, unless on that
           date you continue to be Disabled as a result
           of a Physical Disease, Injury, or Pregnancy
           for which payment of LTD Benefits is not
           limited.

                                  -27-
            Dutkewych argues that the Rules envision payment of

benefits after two years even if physical non-limited conditions

exist contemporaneously with limited conditions. Under Dutkewych's

reading of Rule One, benefits must be paid first for a limited

condition, "even if a physical disability coexists." Rule Two then

requires the insurer to continue paying benefits after the limited

pay period if the physical disability continues at that point.          He

argues that "[t]his is irrespective of the fact that the physically

disabling   condition   may   have   caused   (or   continue   to    cause)

disabling mental illness, as defined under the Plan, as benefits

have already been paid out for the mental illness aspect of the

disability."     In   essence,   Dutkewych    argues    that   the   Mental

Disability Limitation ceases to apply after the first two years of

benefits by operation of the Rules.

            Standard maintains that the Mental Disability Limitation

continues to apply after two years if a physical non-limited

condition co-exists with a limited condition.          In other words, if

a claimant is disabled as a result of mental illness and physical

disease, Rule One requires benefits to be paid for conditions that

are subject to the limitation first.      Rule Two allows benefits to

continue only if the claimant continues to be disabled by a

physical disease at the end of the limited pay period.           However,

the general limitation still applies at the conclusion of the 24-

month period.    The interaction of the general limitation and Rule


                                  -28-
Two means that a claimant can receive benefits after the limited

pay period only if he continues to be disabled due to a physical

disease separate from any limited condition.

              We emphasize again our deferential review in this case.

The Plan allows Standard "to interpret the Group Policy and resolve

all questions arising in the . . . interpretation . . . of the

Group       Policy."       Accordingly,      "the      plan   administrator's

interpretation of the plan 'will not be disturbed if reasonable.'"8

Conkright v. Frommert, 559 U.S. 506, 521 (2010) (citation omitted).

Standard's interpretation of the Mental Disability Limitation and

the Rules governing its application is "by no means unreasonable

and so must prevail."          See Wallace v. Johnson & Johnson, 585 F.3d

11, 15 (1st Cir. 2009).

              Other    words   of   the   general    limitation   support   the

reasonableness of Standard's interpretation.             The Plan states that

"[p]ayment of LTD Benefits is limited to 24 months during your

entire lifetime for a Disability caused or contributed to by . . .

Mental Disorders."        (Emphasis added.)         Dutkewych's argument that

the Mental Disability Limitation ceases to operate after those 24

months is unpersuasive, particularly when the Rules say no such

thing.      Rule Two states that benefits will not be paid after the


        8
         Neither the Supreme Court nor this court has "spoken
directly to how courts should assess whether an administrator's
construction of a plan term is so unreasonable as to constitute an
abuse of discretion." D & H Therapy Assocs., 640 F.3d at 36. We
need offer no further elucidation in this case.

                                      -29-
limited pay period unless the claimant has a non-limited physical

disease, injury, or pregnancy at that time.               This does not compel

the opposite conclusion that benefits will be paid after the

limited pay period even if the claimant continues to suffer from a

limited mental disability.

             Standard's reading of the Rules is further supported by

its consistency with another provision in the Plan. Elsewhere, the

Plan states:

             If a period of Disability is extended by a new
             cause while LTD Benefits are payable, LTD
             Benefits will continue while you remain
             Disabled.   However . . . [t]he Disabilities
             Excluded From Coverage, Disabilities Subject
             To Limited Pay Periods, and Limitations
             sections will apply to the new cause of
             Disability.

In effect, Dutkewych is asking to extend his period of payments for

disability beyond 24 months due to a physical disease instead of

limited conditions. The Plan explicitly specifies that the Limited

Conditions        Provision,    and     the    subsumed    Mental    Disability

Limitation, will continue to apply.

C.           Post-Hoc Rationalization

             As    a   final   salvo,   Dutkewych   mistakenly      argues   that

Standard's broad interpretation of the Mental Disability Limitation

"was never raised during the internal appeals process and stands in

direct contradiction to Standard's interpretation of the provision

at that time." Dutkewych urges us to "reject [Standard's] analysis

as a post-hoc rationalization undeserving of deference" under our

                                        -30-
logic in Glista v. Unum Life Insurance Co. of America, 378 F.3d 113

(1st Cir. 2004).

            In Glista, we held an insurer to its explanation for

denying benefits articulated during its internal claims review

process.    378 F.3d at 132.     There, the insurer had raised two bases

for its denial of relief in litigation -- the Treatment Clause and

the Symptoms Clause.          Id. at 126.          Our review of the record

revealed that the insurer had never relied on the Symptoms Clause

during    its    internal    review     process,    and    that   "a   reasonable

participant would have understood the denial to rest on the

Treatment Clause alone."          Id. at 129.           We held that reviewing

courts have "a range of options available" in such circumstances.

Id. at 116.      In that case, we barred the insurer's argument on the

Symptoms Clause as a post-hoc rationalization.                Id. at 128, 131.

            According to Dutkewych, the same result is warranted

here.    Dutkewych contends that, "[p]rior to litigation, Standard's

sole defense was that chronic Lyme does not exist as a disease."

Moreover, "[t]he only inquiry during the internal appeals process

was the cause of Mr. Dutkewych's disabling symptoms, and not

whether    a     limited    condition     caused    or     contributed   to   his

disability; in fact, this analysis was never once cited by Standard

during     its    review."      This     claim     is     contradicted   by   the

administrative record.




                                        -31-
             Standard has repeatedly stressed that Dutkewych's Plan

"limits   payment    of   LTD    Benefits   to    24     months   during   [the

claimant]'s entire lifetime for a Disability caused or contributed

to   by   Mental    Disorders,    Substance      Abuse    or   Other   Limited

Conditions."     In both its April 26, 2011, termination letter, and

its May 4, 2012, review letter, Standard explicitly premised its

decision on the Limited Conditions Provision.

             In its original termination letter to Dutkewych, Standard

clearly explained the operation of the Limited Conditions Provision

and its reliance on the same.           Standard wrote in the opening

paragraph:

             Because the [Plan] limits payments for
             Disability caused or contributed to by a
             Mental Disorder, in order to continue to
             receive LTD Benefits, Mr. [Dutkewych] must be
             Disabled by a Physical Disease or Injury. The
             Physical Disease(s) or Injury(ies) must be so
             severe as to cause Disability in the absence
             of Substance Abuse, a Mental Disorder or Other
             Limited Condition.

(Emphasis added).     In its analysis, Standard rejected Dutkeywch's

diagnosis of Lyme disease, but identified mental disorders as an

alternative basis for rejection of his disability claim in any

case:

             Based on the information in the claim file, we
             cannot conclude that a Physical Disease has
             been identified as defined by the policy.

             Even if we were to accept the diagnosis of
             Lyme disease, the consulting physician noted
             that the claimant may be able to work at this


                                    -32-
          time   if   his   psychiatric      issues   were
          appropriately dealt with.

Because Standard concluded that Dutkewych was not disabled as a

result of a physical disease, and because LTD Benefits are limited

for a "Disability caused or contributed to by" limited conditions,

Standard closed his claim on June 1, 2011.

          In its subsequent review letter, Standard again rejected

Dutkewych's claim that he was disabled as a result of Lyme disease

and stressed the evidence of limited conditions in the record.

Standard wrote:

          Based on a comprehensive review of all of the
          information in Mr. Dutkewych's claim file, we
          find that the available evidence does not
          support that Mr. Dutkewych has been precluded
          from performing his Own Occupation as a result
          [of] Lyme disease.      Rather the available
          medical evidence supports that your client's
          mental health conditions in combination with
          his chronic pain condition (fibromyalgia) and
          substance abuse are the most likely cause of
          his reported symptoms.

That Standard's language suggested that limited conditions caused,

rather than merely contributed to, Dutkewych's disability is of no

moment since its reliance on the Limited Conditions Provision is

unassailable.   In the very next sentence, Standard reiterated the

application of the Limited Conditions Provision to Dutkewych's

case:

          Because we do not find evidence to support
          that   Mr.  Dutkewych   was  impaired  from
          performing his Own Occupation as of June 1,
          2011 by a physical disease or injury (which
          was independent from his mental disorders,

                               -33-
            substance abuse and fibromyalgia with possible
            chronic fatigue), we have determined that Mr.
            Dutkewych does not qualify for additional LTD
            benefits from The Standard, and that his claim
            must remain closed.

(Emphasis added).

            Standard's reliance on and interpretation of the Limited

Conditions Provision took place before there was any litigation and

Dutkewych had adequate notice during the administrative process.

Indeed,     when     Standard      offered        to       pursue    additional

neuropsychological     testing    during      the      administrative    review

process, Dutkewych's counsel refused specifically because the

results of such testing would support the already-imposed Limited

Conditions Provision, "and, thus, would not change the prior

determination on Mr. Dutkewych's claim."               This case is a far cry

from Glista, in which the insurer articulated an entirely new basis

for the denial of benefits for the first time in litigation.               See

378 F.3d at 129.

                           III.        Conclusion

            We conclude that Standard's limitation of Dutkewych's

benefits to 24 months was not arbitrary or capricious given the

substantial    evidence   in     the     record     that    mental   disorders,

regardless of their cause, contributed to his disability as of June

1, 2011.     We affirm the grant of summary judgment in favor of

Standard.

            So ordered.


                                       -34-
