Arkansas Teacher Retirement System v. Allianz Global Investors U.S. LLC et al

Filing 110

STIPULATED SECOND AMENDED PROTECTIVE ORDER...regarding procedures to be followed that shall govern the handling of confidential material... (Signed by Judge Katherine Polk Failla on 11/5/2021) (rro)

UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK

ARKANSAS TEACHER RETIREMENT
SYSTEM,
Plaintiff,

Case No. 1:20-cv-5615-KPF
(caption continues on following
pages)

v.
ALLIANZ GLOBAL INVESTORS U.S. LLC,
ALLIANZ GLOBAL INVESTORS U.S.
HOLDINGS LLC, ALLIANZ SE, ALLIANZ
ASSET MANAGEMENT GMBH, ALLIANZ OF
AMERICA, INC., ALLIANZ ASSET
MANAGEMENT OF AMERICA HOLDINGS
INC., ALLIANZ ASSET MANAGEMENT OF
AMERICA LLC, ALLIANZ ASSET
MANAGEMENT OF AMERICA LP, AND PFP
HOLDINGS INC.,
Defendants.

STIPULATED SECOND AMENDED PROTECTIVE ORDER

RETIREMENT PROGRAM FOR EMPLOYEES OF
THE TOWN OF FAIRFIELD, et al.,

No. 20 Civ. 5817 (KPF)

Plaintiffs,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC, et al.,
Defendants.
LEHIGH UNIVERSITY,
Plaintiff,

No. 20 Civ. 7061 (KPF)

v.
ALLIANZ GLOBAL INVESTORS U.S. LLC, et al.,
Defendants.
TEAMSTER MEMBERS RETIREMENT PLAN,
et al.,

No. 20 Civ. 7154 (KPF)

Plaintiffs,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC, et al.,
Defendants.
BLUE CROSS AND BLUE SHIELD ASSOCIATION
NATIONAL EMPLOYEE BENEFITS COMMITTEE,

No. 20 Civ. 7606 (KPF)

Plaintiff,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC, et al.,
Defendants.
METROPOLITAN TRANSPORTATION
AUTHORITY DEFINED BENEFIT PENSION PLAN
MASTER TRUST, et al.,
Plaintiffs,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC, et al.,
Defendants.

ii

No. 20 Civ. 7842 (KPF)

CHICAGO AREA I.B. OF T. PENSION PLAN &
TRUST, et al.,

No. 20 Civ. 7952 (KPF)

Plaintiffs,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC,
et al.,
Defendants.
THE EMPLOYES’ RETIREMENT SYSTEM OF
THE CITY OF MILWAUKEE,

No. 20 Civ. 8642 (KPF)

Plaintiff,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC, et al.,
Defendants.
CHICAGO & VICINITY LABORERS DISTRICT
COUNCIL PENSION FUND AND CHICAGO &
VICINITY LABORERS DISTRICT COUNCIL
HEALTH & WELFARE FUND, et al.,

No. 20 Civ. 9478 (KPF)

Plaintiffs,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC, et al.,
Defendants.
THE BOARDS OF TRUSTEES FOR THE
CARPENTERS HEALTH AND SECURITY TRUST
OF WESTERN WASHINGTON AND FOR THE
GROUP INVESTMENT TRUST OF THE
CARPENTERS INDIVIDUAL ACCOUNT PENSION
TRUST OF WESTERN WASHINGTON, et al.,
Plaintiffs,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC, et al.,
Defendants.

iii

No. 20 Civ. 9479 (KPF)

UNITED FOOD & COMMERCIAL WORKERS
UNIONS & EMPLOYERS MIDWEST PENSION
FUND, AND ITS TRUSTEES,

No. 20 Civ. 9587 (KPF)

Plaintiffs,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC, et al.,
Defendants.
BOARD OF TRUSTEES OF THE
INTERNATIONAL BROTHERHOOD OF
ELECTRICAL WORKERS, LOCAL NO. 38
PENSION FUND PENSION PLAN,

No. 20 Civ. 10028 (KPF)

Plaintiff,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC, et al.,
Defendants.
BLUE CROSS AND BLUE SHIELD
ASSOCIATION,

No. 20 Civ. 10848 (KPF)

Plaintiff,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC,
Defendant.
MARCO CONSULTING GROUP TRUST I, by and
through its directed trustee, The Bank of New York
Mellon,
Plaintiff,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC, et al.,
Defendants.

iv

No. 21 Civ. 401 (KPF)

UNIVERSITY HEALTH, INC., SOUTHEAST
GEORGIA HEALTH SYSTEM, INC., UNIVERSITY
MEDICAL ASSOCIATES OF THE MEDICAL
UNIVERSITY OF SOUTH CAROLINA (D/B/A
MUSC PHYSICIANS), VIZIENT SOUTHERN
STATES, INC., PHOENIX HEALTH CARE
MANAGEMENT SERVICES, INC., AND HALIFAX
REGIONAL MEDICAL CENTER EMPLOYEES’
PENSION PLAN,

No. 21 Civ. 1485 (KPF)

Plaintiffs,
V.
ALLIANZ GLOBAL INVESTORS U.S. LLC,
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS
LLC, AND ALLIANZ SE,
Defendants.
ALASKA LABORERS-EMPLOYERS
RETIREMENT FUND, et al.,

No. 21 Civ. 1879 (KPF)

Plaintiffs,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC, et al.,
Defendants.
RAYTHEON TECHNOLOGIES CORPORATION
PENSION ADMINISTRATION AND
INVESTMENT COMMITTEE,
Plaintiff,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC,
Defendant.

v

No. 21 Civ. 3116 (KPF)

FINANCE COMMITTEE OF THE BOARD OF
DIRECTORS OF BLUE CROSS BLUE SHIELD OF
MICHIGAN and BLUE CROSS BLUE SHIELD OF
MICHIGAN FOUNDATION,

No. 21 Civ. 3276 (KPF)

Plaintiffs,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC,
Defendant.
TEXAS TREASURY SAFEKEEPING TRUST
COMPANY,

No. 21 Civ. 6074 (KPF)

Plaintiff,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC,
ALLIANZ GLOBAL INVESTORS U.S.
HOLDINGS LLC, ALLIANZ SE, ALLIANZ ASSET
MANAGEMENT GMBH, ALLIANZ OF
AMERICA, INC., ALLIANZ ASSET
MANAGEMENT OF AMERICA HOLDINGS INC.,
ALLIANZ ASSET MANAGEMENT OF
AMERICA LLC, ALLIANZ ASSET
MANAGEMENT OF AMERICA LP, and
PFP HOLDINGS INC.,
Defendants.
BOARD OF TRUSTEES OF THE SAN DIEGO
COUNTY CONSTRUCTION LABORERS’
PENSION TRUST FUND,
Plaintiff,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC,
Defendant.

vi

No. 21-cv-07898 (KPF)

CHRISTIAN BROTHERS EMPLOYEE
RETIREMENT PLAN, and DAN STREMEL, in his
capacity as Chairperson of the Pension Board,
Plaintiffs,
v.
ALLIANZ GLOBAL INVESTORS U.S. LLC,
ALLIANZ GLOBAL INVESTORS U.S. HOLDINGS
LLC, ALLIANZ SE, ALLIANZ ASSET
MANAGEMENT GMBH, ALLIANZ OF AMERICA,
INC., ALLIANZ ASSET MANAGEMENT OF
AMERICA HOLDINGS INC., ALLIANZ ASSET
MANAGEMENT OF AMERICA LLC, ALLIANZ
ASSET MANAGEMENT OF AMERICA LP, AND
PFP HOLDINGS INC.,
Defendants.

vii

No. 21 Civ. 7388 (KPF)

It is hereby stipulated, consented to, and agreed by and among Counsel for the Parties to
each of the above-captioned related actions (the “Related Actions”) and pursuant to Rule 26(c) of
the Federal Rules of Civil Procedure, and it is hereby ordered by the Court, that:
I.

PURPOSES AND LIMITATIONS
A.

Disclosure and discovery activity in the Related Actions may involve production

of confidential, proprietary, or private information for which special protection from public
disclosure and from use for any purpose other than prosecuting or defending the Related Actions
may be warranted.

Accordingly, the parties in the Related Actions (each a “Party” and,

collectively, the “Parties”) hereby stipulate to and jointly request that the Court enter the following
Stipulated Protective Order (the “Order”).
B.

The purpose of this Order is to facilitate the production of Discovery Material (as

defined herein), facilitate the prompt resolution of disputes over confidentiality and privilege,
protect material to be kept confidential and/or privileged, and ensure that protection is afforded
only to material entitled to such treatment, pursuant to the Court’s inherent authority, its authority
under Fed. R. Civ. P. 16 and 26, the judicial opinions interpreting such Rules, and any other
applicable law. Except as otherwise stated in this Order, a Party shall produce, in response to a
valid discovery request, discoverable information in its possession, custody, or control that is
Confidential Information or Highly Confidential Information (as defined herein), and such
information shall be handled in accordance with the procedures set forth in this Order.
C.

This Order shall govern the practice and procedure in the Related Actions. This

Order and all subsequent Protective Orders shall be binding on all Parties and their Counsel in all
Related Actions and any other persons or entities who become bound to this Order by signifying
their assent through execution of an Agreement to Be Bound (as defined herein).

II.

DEFINITIONS
A.

“Agreement to Be Bound” means the Acknowledgment of Confidentiality

Designations and Agreement to Be Bound by Terms of Court Order, attached hereto as Attachment
A.
B.

“Challenging Party” means a Party or Non-Party that challenges a claim of

privilege or confidentiality designation of Discovery Material under this Order.
C.

“Confidential Information” means information:
1.

2.

that may reveal information that is not commonly known by or available to
the public and derives value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other
persons who can obtain value from its disclosure or use;

3.

that contains information that reveals sensitive personal or private
information (collectively “Sensitive Information”);

4.

the disclosure of which is reasonably likely to result in unauthorized access
to Sensitive Information; or

5.
D.

that may reveal a trade secret or other confidential research, development,
financial information or records, proprietary business information, data
security information, or network security details;

any other material that is confidential pursuant to applicable law (whether
foreign or domestic).

“Counsel” means Designated Counsel, Outside Counsel of Record, and In-House

Counsel (as well as their attorneys, employees, and staff).
E.

“Designated Counsel” means attorneys who are not Outside Counsel of Record or

employees of a Party, its affiliates, or any plan sponsor of a defined benefit plan on whose behalf
the Party is asserting claims (hereinafter, “constituent member organizations”) but who have (i)
been retained to represent or advise a Party, one of its affiliates, or one of its constituent member
organizations with respect to a Related Action and have executed an Agreement to Be Bound, or
(ii) have been retained on an ongoing basis by a Party, one of its affiliates, or one of its constituent

2

member organizations and who advise that Party or constituent member organization with respect
to a Related Action and have executed an Agreement to Be Bound.
F.

“Designating Party” means a Party or Non-Party that designates Discovery

Material that it produces in disclosures or in response to discovery requests as “CONFIDENTIAL”
or “HIGHLY CONFIDENTIAL.”
G.

“Discovery Material” means all items or information, regardless of the medium

or manner in which it is generated, stored, or maintained (including, among other things, testimony,
transcripts, answers to interrogatories, documents, responses to requests for admissions, tangible
things, and informal exchanges of information), that are produced or generated in connection with
any discovery in the Related Actions, whether formally or informally and whether produced by
Parties or Non-Parties.
H.

“Expert” means a person retained by a Party or its Counsel to serve as an expert

witness or consultant or technical advisor in a Related Action (as well as employees of and staff
supporting the Expert).
I.

“Foreign Private Data” means any information that a Party believes in good faith

to be subject to foreign privacy or data protection laws or other privacy obligations.
J.

“Highly Confidential Information” means Discovery Material that (a) the

Designating Party believes in good faith to be subject to foreign, federal, or state data protection
laws or other privacy obligations, including, but not limited to, social security numbers; home
telephone numbers and addresses; tax returns; or personal health, medical, credit, financial, or
banking information or (b) meets the definition of “Confidential Information” and which the
Designating Party reasonably believes to be information regarding the Producing Party’s trading
and investment strategies, pricing and cost information, customer lists, business strategy, trade

3

secrets, employee compensation and other commercial or financial information the disclosure of
which would create a substantial risk of causing the Producing Party to suffer monetary or nonmonetary injury or competitive or commercial disadvantage that could not be avoided by less
restrictive means. Nothing herein precludes any Party from seeking additional protections not
currently contemplated by this Order to be applied to any particular document or category of
documents, including Highly Confidential Information.
K.

“In-House Counsel” means attorneys who are employees of a Party or, where

applicable, attorneys who are employees or trustees of a Party’s affiliate or constituent member
organization. In-House Counsel does not include Designated Counsel, Outside Counsel of Record,
or any other outside counsel.
L.

“Non-Party” means any natural person, partnership, corporation, association, or

other legal entity not a Party or Counsel for a Party.
M.

“Outside Counsel of Record” means attorneys who are not employees of a Party,

its affiliates, or its constituent member organizations but have been retained to represent or advise
a Party and have appeared in a Related Action on behalf of that Party or are affiliated with a law
firm that has appeared on behalf of that Party.
N.

“Party” means any party to any of the Related Actions.

O.

“Privileged Material” means Discovery Material that is protected from disclosure

under the attorney-client privilege, the work product immunity, or any other privilege or protection
afforded or recognized by Rule 26 of the Federal Rules of Civil Procedure or Rule 501 of the
Federal Rules of Evidence, including any such privilege or protection under applicable U.S. or
foreign law, regulation, or statute.

4

P.

“Producing Party” means a Party or Non-Party that produces Discovery Material

in any of the Related Actions.
Q.

“Professional Vendors” means persons or entities that provide litigation support

services (e.g., photocopying, videotaping, graphic support services, coding, translating, preparing
exhibits or demonstrations, document review, and organizing, storing, or retrieving data in any
form or medium) and their employees and subcontractors.
R.

“Protected Material” means any document, data, or information that has been

designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” pursuant to this Order.
Documents that quote, summarize, or contain Confidential Information or Highly Confidential
Information (e.g., discovery responses, transcripts, and court filings) may be accorded status as
Protected Material.
S.

“Receiving Party” means a Party that receives Discovery Material from a

Producing Party. Each Party in the Related Actions is a “Receiving Party” to the extent it receives
any discovery produced by a Producing Party, and each plaintiff in the Related Actions shall be a
“Receiving Party” for purposes of any discovery produced by Defendant Allianz Global Investors
U.S. LLC.
T.

“Sequester” means to ensure that the subject information and all copies, extracts,

summaries, or other materials derived from the subject information (“Sequestered Material”) are
not accessed or used and are stored in a manner reasonably designed to prevent such access and
use, pending resolution of a dispute regarding whether a confidentiality designation or claim of
privilege concerning the Sequestered Material is valid.

Copies of disclosed Confidential

Information, Highly Confidential Information, or Privileged Material that have been stored on
electronic media that are not reasonably accessible, such as disaster recovery backup media, are

5

adequately sequestered as long as they are not restored. If such data are restored, the Receiving
Party must take steps to re-sequester the restored disclosed Confidential Information, Highly
Confidential Information or Privileged Material.
III.

SCOPE
A.

The protections conferred by this Order cover Protected Material and (1) any

information copied or extracted from Protected Material, including metadata or underlying code;
(2) all copies, derivations, abstracts, excerpts, summaries, or compilations of Protected Material;
and (3) any oral, written, or electronic communications, testimony, conversations or presentations
(including for purposes of settlement) by Parties or their Counsel that might reveal Protected
Material.

However, the protections conferred by this Order do not cover the following

information: (1) any information that is in the public domain at the time of disclosure to a
Receiving Party or becomes part of the public domain after its disclosure to a Receiving Party as
a result of publication not involving a violation of this Order; and (2) any documents or information
possessed by the Receiving Party prior to the disclosure or obtained by the Receiving Party after
the disclosure from a source who obtained the information lawfully and under no obligation of
confidentiality to the Producing Party.
B.

Any use of Protected Material at trial shall be governed by a separate agreement or

C.

The terms of this Order are applicable to Protected Material produced by a Non-

order.

Party in any Related Action. Such information produced by Non-Parties in connection with a
Related Action is protected by the remedies and relief provided by this Order. Nothing in these
provisions should be construed as prohibiting a Non-Party from seeking additional protections.
Any Party issuing a subpoena to a Non-Party shall enclose a copy of this Order.

6

IV.

DESIGNATING PROTECTED MATERIAL
A.

Except as otherwise provided in this Order, or as otherwise stipulated or ordered,

Discovery Material that qualifies for protection under this Order must be clearly so designated at
the time the material is disclosed or produced.

The Parties shall designate Confidential

Information or Highly Confidential Information in good faith to ensure that only those documents
or testimony that merit Confidential or Highly Confidential treatment are so designated. Either
designation may be withdrawn by the Designating Party at any time.
B.

A Producing Party may designate a document or information as Confidential

Information by clearly marking all or any part of the document with the legend
“CONFIDENTIAL” and may designate a document or information as Highly Confidential
Information by clearly marking all or any part of the document with the legend “HIGHLY
CONFIDENTIAL” on the face of the document and each page so designated. With respect to
tangible items, the appropriate legend shall be marked on the face of the tangible item, if
practicable, or by written notice to the Receiving Party at the time of disclosure, production or
filing that such tangible item is Confidential or Highly Confidential or contains such information.
With respect to documents produced in native format, the Electronically Stored Information
Protocol, or ESI Protocol, to be entered in the Related Actions shall govern the form and method
for designating such documents as Confidential Information or Highly Confidential Information.
C.

The Designating Party must designate for protection only those parts of Discovery

Material that qualify as Protected Material. Mass, indiscriminate, or routinized designations are
prohibited. If it comes to a Designating Party’s attention that Discovery Material that it designated
as Confidential or Highly Confidential does not qualify as Protected Material, that Designating
Party must promptly notify all other Parties that it is withdrawing the mistaken designation.

7

D.

In the event that a Designating Party designates some or all of a witness’s

deposition or other pre-trial testimony (or related exhibits) as Confidential Information or Highly
Confidential Information, such designation must be made on the record of the deposition or hearing
or within forty-five (45) calendar days after receipt of the final transcript of such deposition or
hearing. The specific page and line designations over which confidentiality is claimed must be
provided to the other Parties within forty-five (45) calendar days of receipt of the transcript in final
form from the court reporter, provided, however, that the Parties will consider reasonable requests
for an extension of the deadline. Deposition or pre-trial testimony shall be treated as Highly
Confidential Information pending the deadline or, if applicable, extended deadline for designation.
After the expiration of that period, the transcript shall be treated only as actually designated.
Documents marked as deposition exhibits that have been previously designated as Confidential
Information or Highly Confidential Information under this Order do not need to be re-designated
in order to maintain their designation. The Parties and the court reporter shall thereafter mark such
pages in all copies of the transcript with the appropriate legend, “CONFIDENTIAL” or “HIGHLY
CONFIDENTIAL,” and will note on the cover page of any such deposition the following legend:
“[This Deposition/Certain Designated Pages of this Deposition] are Confidential and Subject to a
Protective Order.”
E.

Non-Parties producing documents in connection with discovery in any of the

Related Actions may also designate documents as Confidential Information or Highly Confidential
Information, subject to the same protections, obligations, and constraints as the Parties.

8

V.

NON-DISCLOSURE OF PROTECTED MATERIAL
A.

Except with the prior written consent of the Designating Party, as provided in this

Order, or as may be subsequently ordered by the Court, Protected Material may not be disclosed
by a Receiving Party to any person except as described below.1
B.

Protected Material may be disclosed by a Receiving Party only to:
1.
2.

Subject to the requirements of Section IX, below, and the Court’s Individual
Rules of Practice in Civil Cases regarding redaction and sealing of public
filings, the Court and its personnel, and any appellate court or other court
(and their personnel) before which the Parties appear in the Related
Action(s) in which the Protected Material was produced;

4.

Persons shown on the face of the document or associated metadata to have
authored or received it;

5.

Other persons who may be designated by written consent of the Designating
Party;

6.

Other persons pursuant to Court order;

7.

9

The officers, directors, and employees of the Receiving Party, its affiliates,
or its constituent member organizations, only to the extent reasonably
necessary to provide assistance with the Related Action(s) in which the
Protected Material was produced (and for no other purpose);

3.

1

The Receiving Party’s Counsel, and the partners, associates, contract
attorneys, secretaries, paralegal assistants, and employees of such Counsel;

Deponents and witnesses or prospective witnesses (and counsel
representing such deponents and witnesses or prospective witnesses in
connection with their testimony or potential testimony in the Related
Action(s)) to the extent the deponent or witness sent or received or
otherwise had access to the Protected Material in the ordinary course of
business, is likely to have knowledge concerning the subject matter of the
Protected Material, or disclosure of the material is otherwise reasonably
necessary in connection with their testimony (e.g. to prepare a 30(b)(6)

Steadfast Insurance Company (“Steadfast”) is a Party in The Employes’ Retirement System of the
City of Milwuakee v. Allianz Global Investors U.S. LLC, et al., No. 20 Civ. 8642(KPF)
(“Milwaukee”) and no other Related Action. For the avoidance of doubt, and except as
otherwise agreed by the parties in writing or Ordered by the Court, any Protected Material
produced by Steadfast as a Party in Milwaukee may not be disclosed to the Parties in any other
of the Related Actions to the extent they are not Parties in Milwaukee.

witness) in the Related Action(s) in which the Protected Material was
produced or the preparation thereof;
8.

9.

Professional Vendors to whom disclosure is reasonably necessary who have
previously executed an Agreement to Be Bound (Attachment A);

10.

Court reporters and their staff, professional jury or trial consultants, and
mock jurors to whom disclosure is reasonably necessary for the Related
Action(s) in which the Protected Material was produced and who have
previously executed an Agreement to Be Bound (Attachment A);

11.

Any mediator or arbitrator engaged by the Parties to the Related Action(s)
in which the Protected Material was produced, provided such persons have
previously executed an Agreement to Be Bound (Attachment A); and

12.

C.

Consultants or Experts retained for the purpose of assisting counsel in the
Related Action(s) in which the Protected Material was produced who have
previously executed an Agreement to Be Bound (Attachment A);

Any insurer who may be liable to satisfy part or all of any judgment that
may be entered in the Related Action(s) in which the Protected Material was
produced, or to indemnify or reimburse for payments made to satisfy a
judgment.

Unless otherwise ordered by the Court or permitted in writing by the Designating

Party, a Receiving Party may disclose any information or item designated “HIGHLY
CONFIDENTIAL” only to the persons identified in Section V.B, above, in accordance with the
terms set forth therein, except that disclosure may not be made to the persons identified in Section
V.B.2.
D.

The Receiving Party and its Counsel shall ensure that anyone receiving

Confidential Information pursuant to Section V.B.1-V.B.2 is advised of the requirements of this
Order and must take commercially reasonable steps to ensure that the requirements of this Order
are followed by such recipients.
E.

Counsel to the Party retaining any persons receiving Protected Material pursuant to

paragraphs V.B.8-V.B.11, above, shall be responsible for obtaining, prior to disclosure and as a

10

condition thereof, an Agreement to Be Bound executed by the person to whom the Counsel
discloses the Protected Material.
F.

The Parties shall meet and confer concerning, and memorialize in the Discovery

Plan to be submitted on January 25, 2021, the conditions providing for the exclusion of any person
who is not authorized by this Order to receive Protected Material from depositions during periods
of examination or testimony directed to or comprising Protected Material.
G.

A Receiving Party shall keep Protected Material in a secure area and shall exercise

due care to restrict access to only persons authorized by this Order to receive Protected Material.
Any copies, excerpts, or compilations of Protected Material, whether in oral or written form, shall
be subject to this Order to the same extent as the Protected Material itself, and, if in written form,
must be labeled as “CONFIDENTAL” or “HIGHLY CONFIDENTIAL,” consistent with the
designation made by the Producing Party. A recipient shall not duplicate any Protected Material
except for use as working copies or for filing in court.
H.

If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed

Protected Material to any person or in any circumstance not authorized under this Order, the
Receiving Party must immediately (a) notify in writing the Designating Party of the unauthorized
disclosures; (b) inform the person or persons to whom unauthorized disclosures were made of all
the terms of this Order; and (c) make all reasonable efforts to retrieve or ensure the destruction of
all unauthorized copies of the Protected Material.
VI.

DE-DESIGNATION AND CHALLENGING OF PROTECTED OR
PRIVILEGED MATERIAL
A.

Any Party may request a change in the designation of any information designated

as Confidential Information or Highly Confidential Information. Any Protected Material shall be
treated as designated until the change in designation is completed.

11

B.

Any Party may challenge a designation of confidentiality or privilege at any time.

Unless a prompt challenge to a Designating Party’s confidentiality designation or claim of
privilege is necessary to avoid foreseeable, substantial unfairness, unnecessary economic burdens
or a significant disruption or delay of the Related Actions, a Party does not waive its right to
challenge a confidentiality designation or a claim of privilege solely because of its decision not to
mount a challenge promptly after the original designation is disclosed.
C.

The Challenging Party shall object to the propriety of a confidentiality designation

or claim of privilege by providing written notice identifying each challenged document by Bates
number or otherwise specifically describing the challenged document and setting forth the specific
reasons why the Challenging Party does not believe the confidentiality designation or claim of
privilege is appropriate. The Designating Party or its Counsel shall thereafter, within ten (10)
calendar days, respond to such challenge in writing by either: (i) agreeing to remove the
confidentiality designation or claim of privilege; or (ii) stating the reasons for such confidentiality
designation or claim of privilege. If the Challenging Party continues to dispute the designation(s)
at issue, it shall notify the Designating Party in writing within seven (7) calendar days thereafter.
The Parties shall attempt to resolve each challenge in good faith by conferring directly.
D.

If the Parties cannot resolve a challenge without intervention of the Court, the

Challenging Party may move for an order withdrawing the specific designations on which the
Challenging Party and the Designating Party could not agree. Each such motion must include a
representation that the movant has complied with the meet-and-confer requirements imposed in
this Section.
E.

To the extent a Producing Party asserts a claim of privilege with respect the same

Discovery Material in two or more of the Related Actions, the Producing Party may provide

12

consolidated notice of such claims of privilege in those actions, which must clearly identify the
Related Actions in which the claim of privilege is being asserted and, to the extent redacted
versions of the Privileged Material were produced, the corresponding Bates numbers in each of
the Related Actions in which the Discovery Material was produced. Receiving Parties must
cooperate in good faith, to combine all challenges to claims of privilege reflected in such a
consolidated notice and jointly negotiate any disputes with the Producing Party regarding such
claims of privilege, but without prejudice to seek leave of Court to challenge such claims of
privilege in their own matter for good cause.
VII.

SUBPOENAS OR REGULATORY REQUESTS CALLING FOR
DISCLOSURE OF PROTECTED MATERIAL
A.

If a Receiving Party is (i) served with a subpoena or other legal process or a court

order is issued in other litigation that compels disclosure of any Protected Material, or (ii) is served
with a subpoena or information request by the SEC or other regulator calling for the disclosure of
any Protected Material, the Receiving Party from whom such disclosure is sought must (1) give
prompt written notice (including a copy of such subpoena, information request, other legal process,
or court order) to Counsel for the Designating Party, unless prohibited by law from doing so; (2)
promptly notify in writing the Non-Party who caused the subpoena, information request, or order
to issue that some or all of the material called for is subject to this Order (and provide a copy of
this Order); and (3) cooperate with respect to all reasonable procedures sought to be pursued by
the Designating Party whose Protected Material may be affected. To the extent Protected Material
is produced in response to such a subpoena, legal process, information request, or court order, the
Receiving Party must use commercially reasonable efforts to ensure the continued confidentiality
of the Protected Material, including, but not limited to, by seeking confidential treatment under a
protective order or the Freedom of Information Act or similar state laws.

13

B.

If the Designating Party timely seeks a protective order, the Receiving Party from

whom disclosure is sought shall not, to the extent permitted by applicable law, provide or otherwise
disclose Protected Material before a determination by the court from which the protective order is
sought, unless the Receiving Party has obtained the Designating Party’s permission. The
Designating Party shall bear the burden and expense of seeking protection of its Protected Material,
and nothing in these provisions should be construed as authorizing or encouraging a Receiving
Party in any Related Action to disobey a lawful directive from a regulator or another court.
VIII. REDACTIONS
A.

Any Producing Party may redact from Discovery Material matter that the Producing

Party claims is (i) Privileged Material or (ii) Information that the Producing Party claims it cannot
disclose absent Court order, including Foreign Private Data. The Producing Party shall mark each
redaction with a legend stating “REDACTED,” and specify the basis for the redaction as
appropriate, or provide a comparable notice. Where a document consists of more than one page,
at least each page on which information has been redacted shall be so marked. If Counsel for the
Producing Party agrees or if the Court orders that Discovery Material initially redacted shall not
be subject to redaction or shall receive alternative treatment, and the Discovery Material is
subsequently produced in unredacted form, then that unredacted Discovery Material shall continue
to receive the protections and treatment afforded to documents bearing the confidentiality
designation assigned to it by the Producing Party.
B.

The right to challenge and process for challenging redactions shall be the same as

the right to challenge and process for challenging the designation of Confidential Information and
Highly Confidential Information or claims of privilege set out in Section VI, above.

14

C.

Nothing herein precludes any Party from seeking the other Party’s or Parties’

consent or an order allowing the Party to redact nonresponsive matter from otherwise responsive
documents on a case-by-case basis.
IX.

FILING AND USE OF PROTECTED MATERIAL FOR PRETRIAL
PURPOSES
A.

A Party or Non-Party submitting any Protected Material to the Court in the Related

Actions (whether in support of a pleading or motion, at a hearing, or in connection with any other
pre-trial proceeding) must file the Protected Material in redacted form or under seal to the full
extent permitted by the Local Rules of the U.S. District Court for the Southern District of New
York and Judge Failla’s Individual Practices in Civil Cases.
B.

Consistent with Rule 9(B) and (C) of this Court’s Individual Rules of Practice in

Civil Cases, a Party or Non-Party seeking to file a document in redacted form or under seal or
maintain such redactions or sealing must obtain the Court’s approval (except for redactions
permitted without Court approval pursuant to Rule 9(A) of this Court’s Individual Rules of
Practice in Civil Cases), and otherwise ensure compliance with the Court’s Individual Rules of
Practice in Civil Cases regarding redaction or sealing of filings.
C.

In addition to the procedures provided in Rule 9 of the Court’s Individual Rules of

Practice in Civil Cases for filing material in redacted form or under seal, a Designating Party may
move the Court to maintain the redaction or sealing of Protected Material produced by the
Designating Party that has been filed by another Party or Non-Party. Such motions must be made
by letter motion filed within three (3) business days of the submission of the Protected Material
by another Party or Non-Party.

15

X.

PROPER USE OF PROTECTED MATERIAL
A.

Persons obtaining access to Protected Material pursuant to this Order shall use the

Protected Material in connection with prosecuting, defending, or attempting to settle the Related
Action(s) in which the Protected Material was produced only — including appeals and retrials —
and shall not use such information for any other purpose, including business, governmental,
commercial, or administrative or judicial proceedings, unless otherwise required by applicable law.
Any Protected Material may be disclosed only to the categories of persons and under the conditions
prescribed in this Order. Protected Material must be stored and maintained by a Receiving Party
at a location and in a secure manner that ensures that access is limited to the persons authorized
under this Order.
XI.

NON-TERMINATION
A.

The provisions of this Order shall not terminate at the final disposition of any or all

of the Related Actions. Final disposition of any Related Action shall be deemed to be the later of
(1) dismissal of all claims and defenses in the action, with prejudice, or (2) final judgment after
the completion and exhaustion of all appeals, rehearings, remands, trials, or reviews of any or all
Related Actions, including the time limits for filing any motions or applications for extension of
time pursuant to applicable law.
B.

Upon written request of the Designating Party, within ninety (90) calendar days

after final disposition of a Related Action, each Receiving Party in such Related Action, including
its employees, attorneys, consultants, and Experts, must use commercially reasonable efforts to
destroy or return to the Producing Party all Protected Material, except (1) backup tapes or other
disaster recovery systems that are routinely deleted or written over in accordance with an
established routine system maintenance practice, or (2) documents that must be preserved as
federal records or in compliance with other statutory, regulatory or legal authorities. As used in
16

this Section, “all Protected Material” includes all originals, copies, abstracts, compilations,
summaries, and any other format reproducing or capturing any of the Protected Material.
C.

Any return shipping done at the request of the Designating Party shall be done at

the expense of the Designating Party.
D.

Whether the Protected Material is returned or destroyed, upon request of the

Producing Party, the Receiving Party must submit a written certification to the Producing Party
(and, if not the same person or entity, to the Designating Party) by the 90-day deadline that (1)
states that commercially reasonable efforts have been made to assure that all Protected Material
has been returned or destroyed, and (2) affirms that the Receiving Party has not retained any
originals, copies, abstracts, compilations, summaries or any other format reproducing or capturing
any of the Protected Material. Notwithstanding this provision, Counsel are entitled to retain an
archival copy of all pleadings; motion papers; trial, deposition, and hearing transcripts; legal
memoranda; correspondence; deposition and trial exhibits; expert reports; attorney work product
(including all emails attaching or referring to Protected Materials); and consultant and expert work
product, even if such materials contain Protected Material. Any such archival copies that contain
or constitute Protected Material remain subject to this Order.
XII.

NON-WAIVER OF CONFIDENTIAL STATUS OR PRIVILEGES
A.

Accidental or inadvertent disclosure of Protected Material does not waive the

confidential status of such Protected Material. In the event that Protected Material is accidentally
or inadvertently disclosed without appropriate designations, any Party or Non-Party may thereafter
reasonably assert designation of confidentiality, as provided in Section XIII below.
B.

In accordance with Federal Rule of Evidence 502(d), accidental or inadvertent

disclosure of Privileged Material does not waive any privilege or other protection from disclosure
of such Privileged Material. In the event that Privileged Material is accidentally or inadvertently
17

disclosed, the Producing Party may thereafter assert a claim of privilege, as provided in Section
XIII below. The Parties intend the provisions of this Order to provide the maximum protection
available under Federal Rule of Evidence Rule 502(d). Pursuant to Federal Rule of Evidence
502(d), this Order (and not Federal Rule of Evidence 502(b)) shall govern inadvertent disclosures
of Privileged Material in the Related Actions. If a Party complies with this Order with respect to
any inadvertent disclosure, that disclosure will not operate as a waiver of any privilege or
protection.
C.

This Order does not preclude a Party or Non-Party from intentionally waiving any

claims of privilege or protection.
XIII. CLAWBACK OF DISCLOSURE
A.

A Producing Party that determines in any Related Action that it has accidentally or

inadvertently made a disclosure of Protected Material, without designating it as such pursuant to
the terms of this Order, or has accidentally or inadvertently made a disclosure of Privileged
Material, shall promptly notify the Receiving Party following discovery of the production, and the
Receiving Party shall:
1.

2.

18

in the case of Privileged Material, (i) immediately cease the review and use
of the disclosed document or information, except to the extent necessary to
determine and/or contest the privilege or protection; (ii) if the Receiving
Party does not challenge the assertion, return or destroy the disclosed
document or information, as well as any and all copies thereof; and (iii) if
the Receiving Party does not challenge the assertion, destroy any references
to the erroneously or inadvertently disclosed document or information, to
the extent such references exist in other materials prepared by the Receiving
Party; or,
in the case of Confidential Information or Highly Confidential Information,
shall mark it and all copies with the appropriate legend
(“CONFIDENTIAL” or “HIGHLY CONFIDENTIAL”) at the expense of
the Producing Party and treat the document as Protected Material under the
terms of this Order. Alternatively, at the discretion of the Producing Party,
the Producing Party may promptly provide replacement media, and the
Receiving Party must promptly return the original documents and all copies

of the same to the Producing Party or destroy the original documents and
all copies.
Upon request of the Producing Party, the Receiving Party must provide to the Producing Party a
certification of Counsel that all of the accidentally or inadvertently Protected Material or Privileged
Material identified has been returned, sequestered, or destroyed subject to the terms of this
paragraph. The Receiving Party is not required to return or destroy any Discovery Material
claimed to be Privileged Material if the Receiving Party intends to move the Court (and does move
within a reasonable time) for a ruling that the document was never privileged or protected, unless
and until the Court determines the document is privileged or protected, but the Challenging Party
must Sequester such Discovery Material until the Court has made such determination.
B.

If any produced Privileged Material, Confidential Information, or Highly

Confidential Information was provided to a Non-Party by a Receiving Party before the Receiving
Party was notified of the inadvertent disclosure, the Receiving Party will promptly notify the
Producing Party that it had provided the Privileged Material, Confidential Information, or Highly
Confidential Information to the Non-Party, and will use all reasonable efforts to secure the return
of the Privileged Material or Protected Material (and the destruction of any references thereto)
and/or proper designation of the Confidential Information or Highly Confidential Information,
including reminding the Non-Party of its obligation to adhere to the terms of this Order that the
Non-Party agreed to by executing an Agreement to Be Bound. The Receiving Party shall notify
the Producing Party and follow this procedure as to all copies of the document disclosed.
C.

If a Receiving Party disputes the Producing Party’s privilege claim over

inadvertently produced Privileged Material, the Receiving Party shall notify the Producing Party
of the dispute and the basis therefore in writing within ten (10) calendar days of receipt of the
notification of produced Privileged Information. However, to the extent that a Producing Party

19

seeks to claw back more than 100 documents within a 7-day period, the Receiving Party shall be
provided an additional five (5) calendar days to review such documents and dispute the privilege
claims asserted over them. The Producing Party and Receiving Party thereafter shall meet and
confer in good faith regarding the disputed claim within ten (10) calendar days. In the event that
the Producing Party and Receiving Party do not resolve their dispute, the Challenging Party must
bring a motion for a determination of whether a privilege applies within seven (7) calendar days
of the determination that no resolution will be achieved.
D.

A Party is not precluded by this Order from arguing that a privilege or protection

has been waived for reasons other than the production of a document or information subsequently
clawed back in accordance with the terms of this Order.
E.

Notwithstanding the foregoing, the Parties agree that any document used by any

Party in a deposition, expert report, or court filing in a Related Action (with the exception of a
motion pursuant to Section XIII.C of this Order) that a Producing Party does not seek to claw back
within fourteen (14) calendar days of its use (“Used Document”) shall not be eligible for clawback
under Sections XIII.A-C of this Order. Such ineligibility for clawback of a Used Document under
Sections XIII.A-C of this Order shall not, by itself, constitute or effect a subject matter waiver in
any the Related Actions.
XIV. MODIFICATION PERMITTED
A.

Any Party for good cause shown may apply to the Court for modification of this

Order. This Order shall remain in full force and effect, and each person subject to this Order shall
continue to be subject to the jurisdiction of this Court, for the purposes of this Order, in perpetuity,
and the Court shall not be divested of jurisdiction of any person or of the subject matter of this
Order by the final termination or conclusion of this case, or by the filing of a notice of appeal, or

20

other pleading which would have the effect of divesting this Court of jurisdiction of this matter
generally.
B.

The Parties may stipulate without the need for Court approval to narrow or extend

the time periods specified in this Order.
XV.

MISCELLANEOUS
A.

Any Party, entity, or person covered by this Order may at any time apply to the

Court for relief from any provision of this Order. Subject to the agreement of the Parties or an
order of the Court, other entities or persons may be included in this Order by acceding to its
provisions in a writing served upon the Parties, with such writings to be filed with the Court if so
directed.
B.

By stipulating to the entry of this Order, no Party waives any right it otherwise

would have to object to disclosing or producing any information or item on any ground not
addressed in this Order. Similarly, no Party waives any right to object on any ground to use as
evidence any of the material covered by this Order.
C.

Unless otherwise provided herein, except in the event of a good-faith claim of

violation of this Order, the Parties agree not to request executed copies of the Agreement to Be
Bound (attached hereto in their unexecuted form as Attachment A) or to determine the identities
of the persons signing them.

21

IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD.
DATED: November 4, 2021

/s/ Hannah Ross
Hannah Ross
Avi Josefson
James Harrod
Michael Blatchley
BERNSTEIN LITOWITZ BERGER
& GROSSMANN LLP
1251 Avenue of the Americas
New York, NY 10020
Telephone: [phone]
Facsimile: [phone]

/s/ Robert J. Giuffra, Jr.
Robert J. Giuffra, Jr.
Stephanie G. Wheeler
Kathleen Suzanne McArthur
Ann-Elizabeth Ostrager
Jacob M. Croke
Hilary M. Williams
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, New York 10004-2468
Telephone: [phone]
Facsimile: [phone]

Co-Counsel for Plaintiffs Arkansas Teacher
Retirement System; Christian Brothers
Employee Retirement Plan, and Dan Stremel

Counsel for Defendant Allianz Global
Investors U.S. LLC

Counsel for Plaintiffs Employes’ Retirement
System of the City of Milwaukee; Chicago &
Vicinity Laborers’ District Council Pension
Fund and the Chicago & Vicinity Laborers’
District Council Health & Welfare Fund, and
Catherine Wenskus, Administrator; The
Boards of Trustees for the Carpenters Health
and Security Trust of Western Washington and
for the Group Investment Trust of the
Carpenters Individual Account Pension Trust
of Western Washington; Carpenters Retirement
Trust of Western Washington;

/s/ Robert A. Skinner
Robert A. Skinner
Amy D. Roy
Mary Elizabeth Brust
Cole A. Goodman
ROPES & GRAY LLP
Prudential Tower
800 Boylston
Boston, MA 02199
Telephone: [phone]
Facsimile: [phone]
Co-Counsel for Defendant Allianz Global
Investors U.S. LLC

22

/s/ Fredric S. Fox
Fredric S. Fox
Donald R. Hall
Melinda Campbell
Aaron Schwartz
KAPLAN FOX & KILSHEIMER LLP
850 Third Avenue, 14th Floor
New York, NY 10022
Telephone: [phone]
Facsimile: [phone]
Co-Counsel for Plaintiff Arkansas Teacher
Retirement System

/s/ Richard Werder
Richard Werder
Michael Liftik
Renita Sharma
Andrew Marks
QUINN EMANUEL URQUHART &
SULLIVAN LLP
51 Madison Avenue
22nd Floor
New York, NY 10010
Telephone: [phone]
Facsimile: (212)-849-7100

Co-Counsel for Plaintiffs Chicago Area I.B of T. Counsel for Defendant Aon Investments USA
Pension Plan & Trust and Local 703 I.B. of T., Inc. f/k/a Aon Hewitt Investment Consulting,
Grocery and Food Employees’ Pension Plan & Inc.
Trust
Counsel for Plaintiff Texas Treasury
Safekeeping Trust Company

/s/ David S. Golub
David S. Golub
Steven L. Bloch
Ian W. Sloss
SILVER GOLUB & TEITELL LLP
184 Atlantic Street
Stamford, CT 06901
Telephone: [phone]
Facsimile: [phone]
Counsel for Plaintiffs Retirement Program
for Employees of the Town of Fairfield,
Retirement Program for Fairfield Police and
Firemen’s Retirement System, and the Board
of Trustees of the New England Health Care
Employees Pension Fund, and New England
Health Care Employees Pension Fund

23

/s/ Jonathan L. Hochman
Jonathan L. Hochman
Matthew A. Katz
Jenny C. Gu
SCHINDLER COHEN & HOCHMAN LLP
100 Wall Street, 15th Floor
New York, NY 10005
Telephone: [phone]
Facsimile: [phone]
Counsel for Plaintiff Lehigh University
/s/ William C. Fredericks
William C. Fredericks
Donald A. Broggi
Zachary M. Vaughan
SCOTT + SCOTT ATTORNEYS AT LAW LLP
The Helmsley Building
230 Park Avenue, 17th Floor
New York, NY 10169
Telephone: [phone]
Facsimile: [phone]
Counsel for Plaintiffs Teamster Members
Retirement Plan f/k/a GCIU Inter-Local Pension
Plan and Bricklayers and Masons’ Local Union
No. 5, Ohio Pension Fund

24

/s/ Daniel Z. Goldman
Daniel Z. Goldman
PETRILLO KLEIN & BOXER LLP
655 Third Avenue, 22nd Floor
New York, NY 10017
Telephone: [phone]

/s/ Sean W. Gallagher
Sean W. Gallagher
Adam L. Hoeflich
Mark S. Ouweleen
Abby M. Mollen
Nicolas L. Martinez
Dawson K. Robinson
BARTLIT BECK LLP
54 West Hubbard Street, Suite 300
Chicago, IL 60654
Telephone: [phone]
Counsel for Plaintiffs Blue Cross and Blue
Shield Association National Employee
Benefits Committee, Blue Cross and Blue
Shield Association, Finance Committee of
the Board of Directors of Blue Cross Blue
Shield of Michigan, Blue Cross Blue Shield
of Michigan Foundation, and Raytheon
Technologies Corporation Pension
Administration and Investment Committee
/s/ Anthony F. Shelley
Anthony F. Shelley
MILLER & CHEVALIER CHARTERED
900 Sixteenth Street N.W.
Black Lives Matter Plaza
Washington, DC 20006
Telephone: [phone]
Counsel for Plaintiffs Blue Cross and Blue
Shield Association National Employee
Benefits Committee

25

/s/ Javier Bleichmar
Javier Bleichmar
George N. Bauer
BLEICHMAR FONTI & AULD LLP
7 Times Square, 27th Floor
New York, New York 10036
Telephone: [phone]
Facsimile: [phone]
Counsel for Plaintiffs Metropolitan
Transportation Authority Defined Benefit
Pension Plan Master Trust, Manhattan and
Bronx Surface Transit Operating Authority
Pension Plan, and Metropolitan Transportation
Authority Other Postemployment Benefit Plan;
and the Board of Trustees of the International
Brotherhood of Electrical Workers, Local No.
38 Pension Fund Pension Plan

/s/ Regina Calcaterra
Regina Calcaterra
Justin Teres
CALCATERRA POLLACK LLP
1140 Avenue of the Americas, 9th Floor
New York, New York 10036
Telephone: [phone]
Counsel for Plaintiffs Metropolitan
Transportation Authority Defined Benefit
Pension Plan Master Trust, Manhattan and
Bronx Surface Transit Operating Authority
Pension Plan, and Metropolitan Transportation
Authority Other Postemployment Benefit Plan

26

/s/ Scott F. Hessell
Scott F. Hessell
John Bjork
Ashima Talwar
Sperling & Slater, P.C.
55 West Monroe Street, Suite 3200
Chicago, Illinois 60603
Telephone: [phone]
Co-Counsel for Plaintiffs Chicago Area I.B of
T. Pension Plan & Trust and Local 703 I.B. of
T., Grocery and Food Employees’ Pension Plan
& Trust

27

/s/ Justin S. Brooks
Justin S. Brooks
Elizabeth H. Shofner
Reuben A. Guttman
GUTTMAN, BUSCHNER & BROOKS
PLLC
119 Coulter Ave., Suite 211
Ardmore, PA 19003
Telephone: [phone]

/s/ Jonathan D. Karmel
Jonathan D. Karmel
KARMEL LAW FIRM
221 N. La Salle Street, Suite 1550
Chicago, IL 60601
Telephone: [phone]

/s/ Kenneth A. Wexler
Kenneth A. Wexler
Mark J. Tamblyn
WEXLER WALLACE LLP
55 W. Monroe Street, Suite 3300
Chicago, IL 60603
Telephone: [phone]
Co-Counsel for Plaintiffs Paul Schaefer, Robert
O’Toole, Marc Parker, Brian Jordan, Mark
Jacobs, and William R. Seehafer, as trustees of
the United Food & Commercial Workers
Unions & Employers Midwest Pension Fund,
on behalf of the Plan

28

/s/ Brian D. Melton
Brian D. Melton
Vineet Bhatia
Ryan T. Weiss
SUSMAN GODFREY L.L.P.
1000 Louisiana Street, Suite 5100
Houston, TX 77002
Phone: [phone]
Steven G. Sklaver
SUSMAN GODFREY L.L.P.
1900 Avenue of the Stars, Suite 1400
Los Angeles, CA 90067
Phone: [phone]
Shawn J. Rabin
SUSMAN GODFREY L.L.P.
1301 Avenue of the Americas, 32nd Floor
New York, NY 10019-6023
Phone: [phone]
Counsel for Plaintiff Marco Consulting Group
Trust I

/s/ Bradley J. Bondi
Bradley J. Bondi
Peter J. Linken
Samuel G. Mann
CAHILL GORDON & REINDEL LLP
32 Old Slip
New York, NY 10005
Telephone: [phone]
Counsel for Plaintiffs University Health, Inc.,
Southeast Georgia Health System, Inc.,
University Medical Associates of the Medical
University of South Carolina (d/b/a MUSC
Physicians), Vizient Southern States, Inc.,
Phoenix Health Care Management Services,
Inc., and Halifax Regional Medical Center
Employees’ Pension Plan

29

/s/ David S. Preminger
David S. Preminger
KELLER ROHRBACK L.L.P.
1140 Sixth Avenue, 9th Floor
New York, NY 10036
Tel.: [phone]
Erin M. Riley
KELLER ROHRBACK L.L.P.
1201 Third Avenue, Suite 3200
Seattle, WA 98101
Tel.: [phone]
Jeffrey Lewis
KELLER ROHRBACK L.L.P.
180 Grand Avenue, Suite 1380
Oakland, CA 94612
Tel.: [phone]
Gary A. Gotto
KELLER ROHRBACK L.L.P.
3101 N. Central Ave., Suite 1400
Phoenix, AZ. 85012
Tel.: [phone]
Counsel for Plaintiff Alaska LaborersEmployers Retirement Fund

30

/s/ John Briody
John Briody ([e-mail])
MCKOOL SMITH, P.C.
One Manhattan West
395 9th Avenue, 50th Floor
New York, New York 10001
Telephone: [phone]
J. Michael Hennigan
([e-mail])
Pro hac vice application forthcoming
Kirk D. Dillman ([e-mail])
Pro hac vice
M. Storm Byrd ([e-mail])
Pro hac vice
MCKOOL SMITH, P.C.
300 South Grand Avenue, Suite 2900
Los Angeles, California 90071
Telephone: [phone]
Counsel for Plaintiff Board of Trustees of the
San Diego County Construction Laborers’
Pension Trust Fund
/s/ Jared D. Giddens
Jared D. Giddens ([e-mail])
Pro hac vice
CONNER & WINTERS, LLP
1700 One Leadership Square
211 N. Robinson
Oklahoma City, OK 73102
Telephone: [phone]
Co-Counsel for Plaintiffs Christian Brothers
Employee Retirement Plan, and Dan Stremel
cc: Counsel of Record (by ECF)

31

This confidentiality agreement does not bind the Court or any of its personnel. The Court can
modify this stipulation at any time. The Court will retain jurisdiction over the terms and
conditions of this agreement only for the pendency of this litigation. Any party wishing to make
redacted or sealed submissions shall comply with Rule 6(A) of this Court's Individual Rules of
Civil Procedure.
The Clerk of Court is directed to enter this order in all of the
Related Actions listed in the caption above.
Date: November 5, 2021
New York, New York

SO ORDERED.

___________________________________
Hon. Katherine Polk Failla
United States District Judge

32