                             In the
 United States Court of Appeals
               For the Seventh Circuit
                          ____________

No. 04-3664
KATHLEEN SEMIEN,
                                               Plaintiff-Appellant,
                                 v.

LIFE INSURANCE COMPANY OF NORTH AMERICA,
a CIGNA COMPANY, and BP LONG TERM
DISABILITY (LTD) PLAN,
                                  Defendants-Appellees.
                     ____________
            Appeal from the United States District Court
       for the Northern District of Illinois, Eastern Division.
        No. 03 C 4795—Charles P. Kocoras, Chief Judge.
                          ____________
  ARGUED DECEMBER 1, 2005—DECIDED FEBRUARY 6, 2006
                   ____________


  Before FLAUM, Chief Judge, and BAUER and EVANS,
Circuit Judges.
  FLAUM, Chief Judge. The defendant, Life Insurance
Company of North America (“LINA”), terminated the
payment of long term disability benefits to the plaintiff,
Kathleen Semien. In response, Semien filed suit against her
benefit plan, BP Long Term Disability Plan, and LINA
seeking an order compelling LINA to continue payment
of her disability benefits.
  Additionally, Semien sought to compel discovery in or-
der to gather evidence about the relationship between the
2                                                No. 04-3664

physicians LINA consulted and the insurer. The district
court denied Semien’s motion to compel discovery and
granted summary judgment in favor of the defendants.
Semien appeals the district court’s denial of her discovery
requests as well as the district court’s grant of summary
judgment to LINA.
  For the following reasons, we now affirm the judgment of
the district court.


                      I. Background
  Kathleen Semien is a 54-year old woman who began
working for BP-Amoco in February 1989 as an environmen-
tal remediation manager. On May 15, 2000, when Semien
left BP-Amoco, she was employed as a chemical engineer.
Her occupation required significant travel, concentration,
teamwork, and quick reactions. Upon leaving her job,
Semien filed a disability claim with BP’s Long Term
Disability Plan.
  BP established its Consolidated Welfare Benefit Plan
(“Plan”) to provide long-term disability benefits to eligible
employees. BP adopted a Plan Governance Amendment
on January 31, 2000. The Amendment defined an “Adminis-
trative Named Fiduciary” as any entity that entered into an
Administrative Services Agreement with the
Plan Administrator. Administrative Named Fiduciaries
were granted the authority to “Exercise such discretion as
may be required to construe and apply the provisions of the
Plan, subject only to the terms and conditions of the Plan.”
On April 1, 2000, LINA entered into an Administrative
Services Agreement with Semien’s employer covering long-
term disability claims arising out of the Plan. As part of this
Administrative Services Agreement, LINA would screen
benefits and determine whether claims were payable under
the Plan. In addition, LINA insured the benefits of employ-
ees under the Plan.
No. 04-3664                                               3

  Semien asserts that she suffers from a variety of med-
ical conditions: back pain, a herniated lumbar disk, bone
spurs in her neck, carpal tunnel syndrome, other prob-
lems in her joints and extremities, fibromyalgia (a disease
with no known causes or cure, but with symptoms including
chronic pain “all over,” fatigue, disturbed sleep, and other
problems), and past sickness as a result of Hepatitis C. In
addition to her alleged physical ailments, Semien also
claims to suffer from chronic depression and mental
confusion. She has been described as having suicidal
thoughts and “masochistic, schizoid, and narcissistic fea-
tures.” Semien is currently taking several medications for
pain, sleeping problems, and depressive disorders.
   LINA received Semien’s initial claim on September 15,
2000. This initial claim was approved on November 15,
2000. The bases for LINA’s approval of benefits were
side effects from Hepatitis C, medication, fatigue, and
pain. In its initial approval, LINA stated its intent to
monitor Semien’s condition and reserved the right to
request additional records. To receive benefits for the
first 24 months of disability insurance, Semien only needed
to show that she could not perform her “Regular Occupation
or a Qualified Alternative” at BP. After the initial 24-
month period, a more stringent standard applied.
  During the two-year initial disability period, Semien
submitted many medical records to LINA. Semien’s physi-
cians also completed assessments on her behalf. Some of
these assessments indicated that Semien was capable of
performing moderate work, but cautioned that her abilities
were limited. Semien received fusion surgery on her back in
January 2002.
  On May 8, 2002, LINA sent Semien a letter stating
that she would remain eligible for benefits only if illness
prevented her from performing any qualified work or
4                                                No. 04-3664

earning 80% or more of pre-disability earnings. Addition-
ally, during this time period, Semien’s disability payments
were reduced in part to offset the money she received
from social security disability payments.
  In a letter dated November 22, 2002, LINA notified
Semien that “the information we have on file to date
does not establish that you meet the Policy definition of
Disabled. Accordingly, [long term disability] benefits are not
payable beyond November 14, 2002, under this policy.”
LINA further explained, “[Y]our file was . . . reviewed
by a Nurse Care Manager and a Behavior Care Specialist. It
was noted that the medical documentation does not support
your inability to perform your occupation as
an Environmental Business Manager[.] . . . Accordingly
no additional benefits are payable under the policy.”
    The language of the long-term disability plan states:
     After Disability Benefits have been payable for 24
     months, the Employee is considered Disabled if, solely
     because of Injury or Sickness, he or she is either:
         1. unable to perform all the material duties of any
         occupation for which he or she is, or may reason-
         ably become, qualified based on education, training
         or experience; or
         2. unable to earn 80% or more of his or her Indexed
         Covered Earnings.
  On March 25, 2003, Semien appealed LINA’s termination
decision. She submitted a great deal of medical evidence to
support her appeal. LINA hired an independent psychiatric
consultant, Dr. Jack Greener, to review the medical history
in Semien’s file. Dr. Greener did not personally examine
Semien.
  Dr. Greener’s report concluded that Semien’s depres-
sion was severe enough to prevent her from functioning in a
No. 04-3664                                               5

work setting from January 24, 2003, to February 21, 2003.
He stated that, “The psychiatric documentation demon-
strates a degree of depression of moderate severity and then
of severe degree, which would preclude the client from
performing her regular job according to the job description
supplied.” In an addendum to his original report, Dr.
Greener wrote, “After careful review it is evident that the
client is capable of performing a sedentary to light job,
which does not require irregular and unplanned hours,
evening meetings, responses 24 hours a day, [and] emer-
gency responses, which would require immediate attention
and travel.”
  Dr. Eddie Sassoon, a physician retained by LINA, also
concluded from a review of Semien’s medical records that
she was capable of performing a sedentary or light duty
occupation. Semien contends that Dr. Sassoon did not
assess her psychiatric impairments or consider records from
Dr. Liu or Dr. Nagle. It is unclear from Dr. Sassoon’s
evaluation, which consisted of only two pages, exactly
what information he reviewed. Dr. Sassoon stated that “the
report was completed in the interest of time constraints,
based on the documentation provided, which was extensive
in nature.”
  Lynne Lonberg, an independent senior rehabilitation
counselor and vocational expert retained by LINA, con-
ducted a Transferable Skills Analysis based on the physi-
cians’ appraisals. In this analysis, Lonberg listed several
“potential occupations Ms. Semien could perform within her
skills, education, physical/mental abilities and wage
requirement [of 80% of Indexed Covered Earnings.]”
Potential suitable occupations included employment as
a chemical engineer, chemical research engineer, or ab-
sorption and adsorption engineer.
  In a letter dated June 27, 2003, LINA affirmed its
determination that Semien was not disabled under the
6                                              No. 04-3664

terms of the plan and therefore did not qualify for bene-
fits after November 14, 2002. On July 11, 2003, Semien
filed suit under the Employee Retirement Income Secu-
rity Act (“ERISA”), 29 U.S.C. § 1132(a)(1)(B), seeking
an order forcing LINA to award her disability benefits
under the Plan.
  During the course of this litigation, LINA refused to
comply with five discovery requests: one interrogatory
and four document production requests related to the
relationship between LINA and the physicians consulted.
Semien filed a motion to compel discovery with the dis-
trict court. This motion to compel discovery was denied
in an opinion dated April 21, 2004.
  On October 7, 2004, the district court entered summary
judgment for LINA, holding that LINA’s decision on
Semien’s claim for benefits was not arbitrary and capri-
cious. The district court also added in a footnote that “the
denial of benefits would survive even if we applied the
de novo standard.”


                     II. Discussion
  We review a district court’s grant of summary judgment
using a de novo standard. See, e.g., Grun v. Pneumo Abex
Corp., 163 F.3d 411, 419 (7th Cir. 1998). “That is, we review
‘without deference for the view of the district judge and
hence almost as if the motion had been made to us directly.’”
Id. (quoting Tobey v. Extel/JWP, Inc., 985 F.2d 330, 332
(7th Cir. 1993)).


A. Appropriate Standard of Review Under ERISA
  The initial question in this appeal is whether the dis-
trict court used the proper standard of review when evalu-
ating the plan administrator’s denial of benefits. The
No. 04-3664                                                  7

standard of judicial review in civil actions under 29 U.S.C.
§ 1132(a)(1)(B) depends upon the discretion granted to
the plan administrator in the plan documents. See Firestone
Tire & Rubber Co. v. Bruch, 489 U.S. 101, 115 (1989)
(“Consistent with established principles of trust law, we
hold that a denial of benefits challenged under
§ 1132(a)(1)(B) is to be reviewed under a de novo stan-
dard unless the benefit plan gives the administrator or
fiduciary discretionary authority to determine eligibility for
benefits or to construe the terms of the plan.”).
   “[T]he presumption of plenary review is not rebutted by
the plan’s stating merely that benefits will be paid only
if the plan administrator determines they are due, or only if
the applicant submits satisfactory proof of his entitlement
to them.” Herzberger v. Standard Ins. Co., 205 F.3d 327, 331
(7th Cir. 2000). In order to lower the level of judicial review
from de novo to arbitrary and capricious, “the plan should
clearly and unequivocally state that it grants discretionary
authority to the administrator.” Perugini-Christen v.
Homestead Mortgage Co., 287 F.3d 624, 626 (7th Cir. 2002).
  The district court found that the BP Long Term Disability
Plan granted discretionary authority to LINA. Therefore,
the plan administrator’s “decision had to be examined under
the ‘arbitrary and capricious’ standard of review.” The
district court provided two bases for its decision. In an April
21, 2004, opinion denying Semien’s motion to compel
discovery, the district court cited the Plan’s Employee
Benefits Handbook for authority to use an arbitrary and
capricious standard of review. In the October 7, 2004,
opinion granting summary judgment, the district court cited
the BP Long-Term Disability Plan and a subsequent
Administrative Services Agreement between BP and LINA
as mandating an arbitrary and capricious standard of
review.
   Semien challenges the validity of the Employee Bene-
fits Handbook. She claims that because the handbook
8                                               No. 04-3664

was not published as part of the plan until after the ini-
tial denial of benefits, it may not be considered in evaluat-
ing her claim. See Hacket v. Xerox Corp. Long Term Disabil-
ity Income Plan, 315, F.3d 771, 774 (7th Cir. 2003); but see
Daill v. Sheet Metal Workers’ Local 73 Pension Fund, 100
F.3d 62 (7th Cir. 1996). We need not reach the question of
the handbook’s validity. Regardless of whether the hand-
book was properly considered, the BP Long-Term Disability
Plan, coupled with the Administrative Services Agreement
between BP and LINA, established LINA’s authority and
requires that decisions by the plan administrator be
reviewed under an arbitrary and capricious standard.
  The BP Long-Term Disability Plan explicitly provides
for arbitrary and capricious review of plan administrator
determinations:
    Plan Administration
    The administration of the Long-Term Disability Plan is
    the shared responsibility of the claims administra-
    tor and the Plan Administrator. The claims administra-
    tor receives, processes and pays all claims for benefits.
    The claims administrator for the Plan is:
    Prudential Life Insurance
    ....
    The Plan Administrator and the claims administra-
    tor have the sole discretion and authority to apply,
    construe and interpret all Plan provisions, to grant
    or deny all claims for benefits and to determine all
    benefit eligibility issues.
    . . . . All decisions or determinations made by the claims
    administrator and the Plan Administrator will be final
    and binding on all parties unless such party has acted
    in an arbitrary and capricious nature.
No. 04-3664                                                9

    The Plan Administrator is an officer of the Company
    with responsibility for employee benefits, as designated
    by the Board of Directors . . .
(emphasis added).
   While there is no dispute that the quoted language
provides for arbitrary and capricious review, Semien claims
that BP never properly delegated its discretionary authority
to LINA, the new plan administrator. Unlike several of our
sister circuits, this Court has not addressed the question of
whether the delegation of a plan administrator’s discretion-
ary authority need be express. See, e.g., Nelson v. EG & G
Energy Measurements Group, Inc., 37 F.3d 1384, 1388-89
(9th Cir. 1994) (benefit decision by an employee not explic-
itly given discretion is reviewed de novo); Sanford v.
Harvard Indus., Inc., 262 F.3d 590, 597 (6th Cir. 2001)
(when a “decision is made by a body other than the one
authorized by the procedures set forth in a benefits plan,”
the standard of review is de novo); see also McKeehan v.
CIGNA Life Ins. Co., 344 F.3d 789, 793 (8th Cir. 2003)
(“[I]nsurers are accustomed to de novo judicial review of
their decisions, and therefore we do not infer discretionary
authority when an employer or plan sponsor has funded its
obligations under an ERISA plan by purchasing a stan-
dard-form group insurance policy. Rather, we require
‘explicit discretion-granting language’ in the policy or in
other plan documents to trigger the ERISA deferential
standard of review.” (citations omitted)). Because we find
that BP provided LINA with an express delegation of
discretionary authority to act as plan administrator, we
need not reach the question of whether an implied delega-
tion of authority would be sufficient to shift discretionary
authority from the original plan administrator to an
insurer.
  Semien contends that only the original plan may be
considered in determining if LINA is a fiduciary entitled
10                                               No. 04-3664

to deference. That contention has been rejected by this
Court. Health Cost Controls of Illinois, Inc. v. Washington,
187 F.3d 703, 712 (7th Cir. 1999) (“[O]ften the terms of an
ERISA plan must be inferred from a series of documents
none clearly labeled as ‘the plan.’ ”); see also Ruiz v. Cont’l
Cas. Co., 400 F.3d 986, 990-91 (7th Cir. 2005). Under
ERISA, fiduciaries are allowed to designate other individ-
uals “to carry out fiduciary responsibilities . . . under the
plan.” 29 U.S.C. § 1105(c)(1)(B).
  In a 2000 Plan Governance Amendment, BP sets out
“Procedures for Identification of an Administrative
Named Fiduciary.” An Administrative Named Fiduciary
may be identified by entering into an Administrative
Services Agreement with the Plan. LINA entered into
an Administrative Services Agreement with the Plan in
April 2000. The Administrative Services Agreement
states that “LINA will provide the initial and ongoing
screening of claims to determine whether benefits are
payable in accordance with the terms of the Plan.” Thus, by
the terms of the Administrative Services Agreement, LINA
agreed to exercise authority over the plan and was granted
the same discretionary authority as the original plan
administrator.
  Additionally, this Court recently stated that the ques-
tion of whether an administrator is a fiduciary should
be “viewed ‘in functional terms of control and authority over
the plan.’ ” Ruiz, 400 F.3d at 990 (quoting Mertens v. Hewitt
Assocs., 508 U.S. 248, 262 (1993)). As in Ruiz, this Court
must determine whether the delegated entity, in this case
LINA, was a fiduciary. 29 U.S.C. § 1002(21)(A)(iii) (A
fiduciary is a person who “has any discretionary authority
or discretionary responsibility in the administration of such
plan.”). Based upon the language of the Administrative
Services Agreement, the district court correctly found that
LINA was a fiduciary and had discretionary authority over
the administration of the plan. Thus, LINA’s decisions as
No. 04-3664                                              11

plan administrator are entitled to review under an arbi-
trary and capricious standard.


B. LINA’s Denial of Benefits
  On a motion for summary judgment, the moving party
must show that there is no genuine issue of material fact
and that the moving party is entitled to judgment as a
matter of law. FED.R.CIV.P. 56(c); Celotex Corp. v. Catrett,
477 U.S. 317, 322-23 (1986). In addition, at the sum-
mary judgment stage, all inferences are drawn in favor
of the non-moving party. See, e.g., Estate of Moreland v.
Dieter, 395 F.3d 747, 758 (7th Cir. 2005). In this case, to
affirm the district court’s grant of summary judgment, we
must find that when taken in the light most favorable
to Semien, there is no evidence LINA’s denial of benefits
was arbitrary and capricious.
  “The arbitrary and capricious standard is the least
demanding form of judicial review of administrative ac-
tion, and any questions of judgment are left to the adminis-
trator of the plan. Absent special circumstances such
as fraud or bad faith, the [plan administrator’s] decision
may not be deemed arbitrary and capricious so long as it is
possible to offer a reasoned explanation, based on the
evidence, for that decision.” Trombetta v. Cragin Fed. Bank
for Savings Employee Stock Ownership Plan, 102 F.3d 1435,
1438 (7th Cir. 1996) (internal citations omitted).
  To constitute a full and fair review under 29 U.S.C.
§ 1133(2), all the evidence that Semien submitted should
have been considered by LINA. See 29 C.F.R. § 2560.503-
1(h)(2)(iv) (Claims procedures must “[p]rovide for a re-
view that takes into account all comments, documents,
records, and other information submitted by the claim-
ant relating to the claim, without regard to whether
such information was submitted or considered in the initial
benefit determination.”).
12                                               No. 04-3664

   The reports by the physicians LINA hired to review
Semien’s claim demonstrate a thorough consideration of the
available information. These physicians found Semien
capable of activities that would disqualify her from long-
term disability coverage. Although Semien’s treating
physicians reached different conclusions as to her abil-
ities, under an arbitrary and capricious review, neither this
Court, nor the district court, will attempt to make
a determination between competing expert opinions.
Instead, an “insurer’s decision prevails if it has rational
support in the record.” Leipzig v. AIG Ins. Co., 362 F.3d 406,
409 (7th Cir. 2004).
  The two physician reports prepared for LINA, coupled
with the Transferable Skills Analysis prepared based upon
those reports, provide a sufficient basis and rational
support for the conclusion that Semien was ineligible
for long-term disability benefits. While the conclusions
in the medical reports submitted by Semien are also
rational, “[r]aising debatable points does not entitle [the
claimant] to a reversal under the arbitrary-and-capricious
standard.” Sisto v. Ameritech Sickness and Accident Disabil-
ity Benefit Plan, 429 F.3d 698, 701 (7th Cir. 2005).
  No evidence in the record demonstrates bias by the
physicians LINA consulted. Nor has any evidence been
presented to convince this Court that the appraisals by
LINA’s physicians were so inherently flawed as to be
rendered arbitrary and capricious. The confines of the
ERISA statute and the constraints of judicial resources
do not permit this Court, nor the district courts, to engage
in the complex weighing of expert testimony when a plan
administrator has been granted discretionary authority.
Where an insurance plan gives discretionary authority
to a plan administrator, ERISA provides a limited Article
III review. Engaging in the type of in-depth review Semien
advocates not only runs contrary to statutory intent, but
No. 04-3664                                                  13

would tax the judicial resources of the district courts
and magistrate judges beyond the breaking point.


C. Semien’s Discovery Requests
  Given our determination that, based upon the evidence in
the record, the district court was correct to grant summary
judgment, the only remaining question for this Court is
whether the record relied upon was complete. Put another
way, did the district court err by denying Semien’s requests
to compel additional discovery?
  Semien’s discovery requests sought information con-
cerning the relationship between LINA and the physi-
cians paid to evaluate Semien’s claim. LINA believed
that these discovery requests went beyond the scope of
discovery allowed in ERISA cases. The district court agreed
and refused to compel discovery.
  “It is well-settled that district courts enjoy broad dis-
cretion in controlling discovery. A district court’s exercise of
discretion on discovery matters will only be reversed upon
a showing of a clear abuse of discretion.” McCarthy v.
Option One Mortgage Corp., 362 F.3d 1008, 1012 (7th Cir.
2004) (citing Leffler v. Meer, 60 F.3d 369, 374 (7th Cir.
1995)) (internal citation omitted). Generally, parties may
obtain discovery regarding any matter that is relevant and
not privileged. FED. R. CIV. P. 26(b)(1).
  As discussed above, where a plan administrator possesses
discretionary authority, the district court reviews his or her
decisions under the “deferential ‘arbitrary and capricious’ ”
standard. Mers v. Marriott Int’l Group Accidental Death and
Dismemberment Plan, 144 F.3d 1014, 1019 (7th Cir. 1998)
(citing Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101,
111 (1989)).
  The district court’s denial of Semien’s motion to com-
pel discovery relied primarily upon Perlman v. Swiss
14                                               No. 04-3664

Bank Corp. Comprehensive Disability Protection Plan, 195
F.3d 975 (7th Cir. 2000). In Perlman, this Court articulated
its reluctance to grant extensive discovery in ERISA cases:
     [W]hen there can be no doubt that the application
     was given a genuine evaluation, judicial review is
     limited to the evidence that was submitted in support
     of the application for benefits, and the mental processes
     of the plan’s administrator are not legitimate grounds
     of inquiry any more than they would be if
     the decisionmaker were an administrative agency.
195 F.3d at 982.
  A key component of the Perlman decision is the first
line above, “when there can be no doubt the application was
given a genuine evaluation.” Id. Thus, Perlman distin-
guishes cases in which no evidence of a failure to conduct a
“genuine evaluation” has been presented from those cases
in which a prima facie showing of bias or conflict of interest
has been made.
  When a prima facie showing of misconduct or bias is
made, or a claimant demonstrates a good faith basis to
believe that limited discovery will produce such evidence,
the district court should engage in a more cautious review.
See Van Boxel v. Journal Co. Employees’ Pension Trust, 836
F.2d 1048, 1053 (7th Cir. 1987). “The existence of a sliding
scale in judicial review of ERISA trustees’ decisions is
suggested by the cases that, while purporting to
apply a uniform ‘arbitrary and capricious’ standard, in
fact give less deference to a decision the more the trustees’
impartiality can fairly be questioned.” Id.
  When addressing the impact of a conflict of interest under
an “arbitrary and capricious” standard of review, the
Supreme Court stated, “Of course, if a benefit plan gives
discretion to an administrator or fiduciary who is operating
under a conflict of interest, that conflict must be weighed as
a ‘facto[r] in determining whether there is an abuse of
No. 04-3664                                                   15

discretion.’ ” Firestone Tire & Rubber Co. v. Bruch, 489 U.S.
101, 115 (1989) (quoting RESTATEMENT (SECOND) OF TRUSTS,
§ 187, Comment d (1959)). When “impartiality can fairly be
questioned,” district courts should allow limited discovery.
By allowing limited discovery in cases where a prima facie
showing of impropriety has been made, district courts
ensure that the “arbitrary and capricious” standard of
review is not toothless.
  In the instant case, a substantial amount of medical
evidence was analyzed by physicians compensated by LINA.
These physicians were not employees of the company, they
did not fail to analyze relevant medical evidence, and the
claimant has not presented any evidence to demonstrate a
prima facie case of misconduct or conflict of interest. The
fact that a plan administrator has compensated physicians
for their consulting services is not, in and of itself, sufficient
to establish a conflict of interest worthy of further discov-
ery. Although a plan administrator’s self interest may be a
“factor” to “weigh” in evaluating plan determinations, there
is no reason to assume independent consultants are not
impartial when evaluating medical records. See Perlman,
195 F.3d at 981. Thus, we have no basis to believe that the
physicians in this case did not conduct a full and fair
evaluation of Semien’s condition.
  When reviewing a plan administrator’s decision in the
ERISA context, the district court has significant discre-
tion to allow or disallow discovery requests. This is a fact-
specific determination and will not be overturned by this
Court absent a clear abuse of discretion. See McCarthy, 362
F.3d at 1012. The ERISA statute does not “impose on plan
administrators a discrete burden of explanation when they
credit reliable evidence that conflicts with a treating
physician’s evaluation,” nor should district courts require
such an explanation following a claim denial. Black &
Decker Disability Plan v. Nord, 538 U.S. 822, 834 (2003).
16                                               No. 04-3664

  Decisions by plan administrators are not cloaked with the
same level of authority as administrative agency determina-
tions. See Herzberger v. Standard Ins. Co., 205 F.3d 327,
332 (7th Cir. 2000). Once an ERISA plan grants a plan
administrator discretionary authority to evaluate claims,
however, the plan administrator’s motivations should not be
questioned absent a prima facie showing of some miscon-
duct or conflict of interest. See Perlman, 195 F.3d at 981-82.
Absent this initial showing, the strong warning of Perlman
remains intact: “We have no reason to think that [a plan
administrator’s] benefits staff is any more ‘partial’ against
applicants than are federal judges when deciding income-
tax cases.” Perlman, 195 F.3d at 981.
  Although discovery is normally disfavored in the ERISA
context, at times additional discovery is appropriate
to ensure that plan administrators have not acted arbi-
trarily and that conflicts of interest have not contributed to
an unjustifiable denial of benefits. In these exceptional
cases, where a district court allows limited discovery based
upon what appears to be a sustainable allegation, the
district court must monitor discovery closely. In this
supervisory role, the district court should employ all
available tools, including the imposition of Rule 11 sanc-
tions against those who would abuse the discovery process.
  Where a claimant makes specific factual allegations of
misconduct or bias in a plan administrator’s review proce-
dures, limited discovery is appropriate. See Bruch, 489 U.S.
at 115 (a conflict of interest is a factor to be considered
when reviewing a plan administrator’s denial of benefits);
see also Van Boxel, 836 F.2d at 1053 (less deference is
appropriate where a trustee’s impartiality can be fairly
questioned). A claimant must demonstrate two factors
before limited discovery becomes appropriate. First, a
claimant must identify a specific conflict of interest or
instance of misconduct. Second, a claimant must make a
prima facie showing that there is good cause to believe
No. 04-3664                                                17

limited discovery will reveal a procedural defect in the plan
administrator’s determination. See Bennett v. Unum Life
Ins. Co. of Am., 321 F. Supp. 2d 925, 932-33 (E.D. Tenn.
2004) (“Where . . . an ERISA plaintiff comes forward with a
reasonable basis to believe that this conflict of interest has
solidified into conscious, concrete policies, procedures, and
practices to promote the company’s financial welfare at the
expense of a full and fair evaluation of the plaintiff’s claim
for benefits, then the plaintiff should be allowed to conduct
limited discovery to determine whether such policies,
procedures, and practices do actually exist and, if so, to
what extent they interfered with the fair review of the
plaintiff’s claim for benefits. This information would
certainly be relevant to the Court when conducting its
review of the decision to deny benefits.”).
  Semien is correct to note that this standard presents
a high bar for individuals whose claims have been denied by
a plan administrator with discretionary authority. Discov-
ery will be allowed into the motivations of a plan adminis-
trator or into the motivations of “independent” physicians
only where the claimant has made a prima facie showing of
misconduct or conflict of interest. While this standard
essentially precludes discovery without an affidavit or
factual allegation, we believe that this approach is the only
reasonable interpretation of ERISA. “Like a suit to chal-
lenge an administrative decision, a suit under ERISA is a
review proceeding, not an evidentiary proceeding.” Doe v.
Blue Cross & Blue Shield United of Wis., 112 F.3d 869, 875
(7th Cir. 1997). Thus, district courts are correct in limiting
discovery except in exceptional circumstances.
  Congress has not provided Article III courts with the
statutory authority, nor the judicial resources, to engage in
a full review of the motivations behind every plan adminis-
trator’s discretionary decisions. To engage in such a review
would usurp plan administrators’ discretionary authority
and move toward a costly system in which Article III courts
18                                              No. 04-3664

conduct wholesale reevaluations of ERISA claims. Imposing
onerous discovery before an ERISA claim can be resolved
would undermine one of the primary goals of the ERISA
program: providing “a method for workers and beneficiaries
to resolve disputes over benefits inexpensively and expedi-
tiously.” Perry v. Simplicity Eng’g, 900 F.2d 963, 967 (6th
Cir. 1990) (internal citation omitted). While claimants who
believe they are the victims of arbitrary and capricious
benefits decisions should feel free to seek relief in federal
court, trial judges must exercise their discretion and limit
discovery to those cases in which it appears likely that the
plan administrator committed misconduct or acted with
bias.
  In the instant case, Semien has presented no prima
facie evidence of misconduct or conflict of interest. As a
result, the district court lacked good cause to believe that
further discovery would reveal misdeeds by LINA or
improper motivations on the part of the consulting physi-
cians. Thus, the district court was correct to deny Semien’s
motion to compel.




                     III. Conclusion
  For the foregoing reasons, the judgment of the district
court is AFFIRMED.
No. 04-3664                                        19

A true Copy:
      Teste:

                   ________________________________
                   Clerk of the United States Court of
                     Appeals for the Seventh Circuit




               USCA-02-C-0072—2-6-06
