SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP BOSTON, MASSACHUSETTS O2116-3740 □□□□□□□ — HOUSTON TEL: (617) 573-4800 LOS ANGELES FAX: (617) 573-4822 PALO ALTO www.skadden.com □□□□ eran □□□□□ EMAIL ADDRESS. FRANKFURT MICHAEL. HINES@SKADDEN.COM HONG KONG LONDON MOSCOW MUNICH PARIS SAO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO December 11, 2019 The motion to seal is granted temporarily. The Court will assess whether to keep the materials at issue sealed or redacted when BY ECF deciding the underlying motion. The Clerk of Court is directed t terminate ECF No. 188. SO ORDERED. Hon. Jesse M. Furman United States District Judge United States District Court for the Southern District of New York United States Courthouse 40 Foley Square New York, New York 10007 December 12, 2019 RE: Beach, et al. vy JPMorgan Chase Bank, NA., et al., 17-cv-00563-JMF Dear Judge Furman: We represent Defendants in the above-referenced action. Pursuant to Paragraphs 3(A), 7(C) and 7(D) of Your Honor's Individual Rules And Practices In Civil Cases, and in connection with Defendants' Motion for Partial Summary Judgment and Plaintiffs’ Motion for Partial Summary Judgment, we write to request leave to file the combined memorandum of law in support of Defendants' Motion for Partial Summary Judgment and in opposition to Plaintiffs’ Motion for Partial Summary Judgment (the "Memorandum") and the accompanying Local Civil Rule 56.1 statements with redactions. Furthermore, we request leave to file certain exhibits referenced in the Memorandum and Local Civil Rule 56.1 statements either under seal or with redactions, as identified on the list attached hereto. The exhibits proposed to be sealed or redacted and the redactions in the Memorandum and Local Rule 56.1 statements reflect deposition testimony and documents referencing the confidential actions, deliberations, and analyses of a committee charged with monitoring the at-issue 401(k) plan's investments ("EPIC")
Hon. Jesse M. Furman December 11, 2019 Page 2
and the internal consultants who assist EPIC ("RPIG"). Ina similar ERISA litigation, the court granted defendants' motion to seal portions of plaintiffs’ filing that referenced "confidential actions and deliberations" of the committee responsible for monitoring that at-issue 401(k) plan and the advice of its third-party consultant, Mercer. Baird v. BlackRock Institutional Tr. Co., NA., No. 17-cv-01892 (HSG), 2019 WL 4168906, at *17 (N.D. Cal. Sept. 3, 2019). The court held that the sealed information was sensitive and proprietary because it contained "business and financial information related to the operations" of the 401(k) plan sponsor. /d.; see also Encyclopedia Brown Prods., Ltd. v. Home Box Office, Inc., 26 F. Supp. 2d 606, 612 (S.D.N.Y. 1998) (granting defendants' motion to seal because the information "to be sealed is confidential and [ ] the harm to defendants' competitive position that would result from disclosure outweighs the interest in public access"); Playtex Prod., LLC v. Munchkin, Inc., No. 14-cv-1308 (RJS), 2016 WL 1276450, at *12 (S.D.N.Y. Mar. 29, 2016) (granting defendant's narrow motion to seal information that "references confidential and sensitive business information"). Like in Baird, Defendants' narrow proposed redactions contain sensitive and confidential information about how EPIC and its consultant RPIG execute their responsibilities and specifics about their investment decisions. In accordance with Paragraphs 7.C. and 7.D. of Your Honor's Individual Practices, we are submitting to the Court for review the following documents: 1) an unredacted copy of the Memorandum and Local Civil Rule 56.1 statements; 2) acopy of the Memorandum and Local Civil Rule 56.1 statements highlighting the information that has been redacted in the ECF filing; 3) acopy of the exhibits on the list attached hereto; and 4) acopy of exhibits 53, 55, 57 - 61 highlighting the information that has been redacted in the ECF filing. Respectfully submitted, /s/ Michael S. Hines Michael S. Hines ce: All counsel of record
Hon. Jesse M. Furman December 11, 2019 Page 3
Exhibits: Under Seal or Redacted
Exhibit Document 20. March 15, 2011 CMDC Meeting Materials 21, March 2012 CMDC Presentation Slides 22. March 19, 2013 CMDC Meeting Materials 23. March 18, 2014 CMDC Meeting Materials 24. March 17, 2015 CMDC Meeting Materials 25. March 15, 2016 CMDC Meeting Materials 26. March 21, 2017 CMDC Meeting Materials 27. March 20, 2018 CMDC Meeting Materials 28. EPIC Charter, dated September 14, 2017 29. EPIC New Member Orientation, June 2015 30. December 17, 2010 EPIC Meeting Materials 31. March 22, 2011 EPIC Meeting Materials 32. March 19, 2012 EPIC Meeting Materials 33. September 28, 2012 EPIC Meeting Materials 34. April 25, 2013 EPIC Meeting Materials 35. September 27, 2013 EPIC Meeting Materials 36. December 6, 2013 EPIC Meeting Materials 37. February 26, 2014 EPIC Meeting Materials 38. May 22, 2014 EPIC Meeting Materials 39. December 18, 2014 EPIC Meeting Materials 40. March 31, 2015 Meeting Materials 41. June 18, 2015 EPIC Meeting Materials 42 September 22, 2015 EPIC Meeting Materials 43. December 2, 2015 EPIC Meeting Materials
Hon. Jesse M. Furman December 11, 2019 Page 4
Exhibit Document 44, February 26, 2016 EPIC Meeting Materials 45. May 26, 2016 EPIC Meeting Materials 46. September 14, 2016 EPIC Meeting Materials 47. December 2, 2016 EPIC Meeting Materials 48. March 15, 2017 EPIC Meeting Materials 49. June 5, 2017 EPIC Meeting Materials 50. September 14, 2017 EPIC Meeting Materials 51. December 5, 2017 EPIC Meeting Materials 52. September 24, 2018 EPIC Meeting Materials 53. Deposition of Terry Belton -Redacted 54. Deposition of Bernadette Branosky 30(b)(6) 55, Deposition of Bernadette Branosky -Redacted 56. Deposition of Sally Durdan 57. Deposition of Thelma Ferguson -Redacted 58. Deposition of Angela Howard -Redacted 59. Deposition of Robert King -Redacted 60. Deposition of Walter Kress -Redacted 61. Deposition of Roxanne Todisco -Redacted 64. Angela Howard Notes 65. Onsite Meeting Agenda and Notes, undated 66. Portfolio Review with Notes, dated July 26, 2016 67. Portfolio Review with notes, undated 68. Portfolio Review, undated 69. Robert King Notes, dated July 26, 2016 70. Email Correspondence with BlackRock, dated January 15, 2015 71. Email from A. Santos to EPIC members, dated September 8, 2017
Hon. Jesse M. Furman December 11, 2019 Page 5
Exhibit Document 72. Email and Attachment from Walter Theado re: Portfolio Review Follow Up, dated November 17, 2016 73. Email from Blake Morris re: JPMC Core Bond Fund AUM-Performance, dated September 14, 2016 74. Email from Blake Morris re: Materials for 4/27 Core Bond Fund Portfolio Review, dated April 25, 2016 75. Email from D. Nese to EPIC members, dated June 2, 2017 76. Email from Jennifer Walsh re: 04Q15. Updated Compliance Questionnaire, dated February 22, 2016 77. Email from Kelly Arek re- Core Bond Materials, dated July 22, 2016 78. Email from Kelly Arek re: Core Bond Presentation, dated January 11, 2016 79. Email from Kelly Arek re: JPMC Onsite Meeting & Portfolio Review, dated June 14, 2016 80. Email from M. Magee re: 4Q15 Compliance Questionnaire, dated February 8, 2016 81. Email from Matthew Magee re: 1Q16 Compliance Questionnaire, dated May 10, 2016 82. Email from Matthew Magee re: JPMC Plans - 1Q17 Compliance Questionnaire ,dated May 5, 2017 83. Email from Robert King re: Core Bond Follow-Up, dated April. 8, 2016 84. Email from Roxanne Todisco re: JPMC- Core Bond Portfolio Review, dated April 25, 2016 85. Quarterly Regulatory and Compliance Questionnaire dated February 3, 2016 86. Quarterly Regulatory and Compliance Questionnaire dated February 3, 2016 87. Quarterly Regulatory and Compliance Questionnaire, dated May 9, 2016
Hon. Jesse M.
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP BOSTON, MASSACHUSETTS O2116-3740 □□□□□□□ — HOUSTON TEL: (617) 573-4800 LOS ANGELES FAX: (617) 573-4822 PALO ALTO www.skadden.com □□□□ eran □□□□□ EMAIL ADDRESS. FRANKFURT MICHAEL. HINES@SKADDEN.COM HONG KONG LONDON MOSCOW MUNICH PARIS SAO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO December 11, 2019 The motion to seal is granted temporarily. The Court will assess whether to keep the materials at issue sealed or redacted when BY ECF deciding the underlying motion. The Clerk of Court is directed t terminate ECF No. 188. SO ORDERED. Hon. Jesse M. Furman United States District Judge United States District Court for the Southern District of New York United States Courthouse 40 Foley Square New York, New York 10007 December 12, 2019 RE: Beach, et al. vy JPMorgan Chase Bank, NA., et al., 17-cv-00563-JMF Dear Judge Furman: We represent Defendants in the above-referenced action. Pursuant to Paragraphs 3(A), 7(C) and 7(D) of Your Honor's Individual Rules And Practices In Civil Cases, and in connection with Defendants' Motion for Partial Summary Judgment and Plaintiffs’ Motion for Partial Summary Judgment, we write to request leave to file the combined memorandum of law in support of Defendants' Motion for Partial Summary Judgment and in opposition to Plaintiffs’ Motion for Partial Summary Judgment (the "Memorandum") and the accompanying Local Civil Rule 56.1 statements with redactions. Furthermore, we request leave to file certain exhibits referenced in the Memorandum and Local Civil Rule 56.1 statements either under seal or with redactions, as identified on the list attached hereto. The exhibits proposed to be sealed or redacted and the redactions in the Memorandum and Local Rule 56.1 statements reflect deposition testimony and documents referencing the confidential actions, deliberations, and analyses of a committee charged with monitoring the at-issue 401(k) plan's investments ("EPIC")
Hon. Jesse M. Furman December 11, 2019 Page 2
and the internal consultants who assist EPIC ("RPIG"). Ina similar ERISA litigation, the court granted defendants' motion to seal portions of plaintiffs’ filing that referenced "confidential actions and deliberations" of the committee responsible for monitoring that at-issue 401(k) plan and the advice of its third-party consultant, Mercer. Baird v. BlackRock Institutional Tr. Co., NA., No. 17-cv-01892 (HSG), 2019 WL 4168906, at *17 (N.D. Cal. Sept. 3, 2019). The court held that the sealed information was sensitive and proprietary because it contained "business and financial information related to the operations" of the 401(k) plan sponsor. /d.; see also Encyclopedia Brown Prods., Ltd. v. Home Box Office, Inc., 26 F. Supp. 2d 606, 612 (S.D.N.Y. 1998) (granting defendants' motion to seal because the information "to be sealed is confidential and [ ] the harm to defendants' competitive position that would result from disclosure outweighs the interest in public access"); Playtex Prod., LLC v. Munchkin, Inc., No. 14-cv-1308 (RJS), 2016 WL 1276450, at *12 (S.D.N.Y. Mar. 29, 2016) (granting defendant's narrow motion to seal information that "references confidential and sensitive business information"). Like in Baird, Defendants' narrow proposed redactions contain sensitive and confidential information about how EPIC and its consultant RPIG execute their responsibilities and specifics about their investment decisions. In accordance with Paragraphs 7.C. and 7.D. of Your Honor's Individual Practices, we are submitting to the Court for review the following documents: 1) an unredacted copy of the Memorandum and Local Civil Rule 56.1 statements; 2) acopy of the Memorandum and Local Civil Rule 56.1 statements highlighting the information that has been redacted in the ECF filing; 3) acopy of the exhibits on the list attached hereto; and 4) acopy of exhibits 53, 55, 57 - 61 highlighting the information that has been redacted in the ECF filing. Respectfully submitted, /s/ Michael S. Hines Michael S. Hines ce: All counsel of record
Hon. Jesse M. Furman December 11, 2019 Page 3
Exhibits: Under Seal or Redacted
Exhibit Document 20. March 15, 2011 CMDC Meeting Materials 21, March 2012 CMDC Presentation Slides 22. March 19, 2013 CMDC Meeting Materials 23. March 18, 2014 CMDC Meeting Materials 24. March 17, 2015 CMDC Meeting Materials 25. March 15, 2016 CMDC Meeting Materials 26. March 21, 2017 CMDC Meeting Materials 27. March 20, 2018 CMDC Meeting Materials 28. EPIC Charter, dated September 14, 2017 29. EPIC New Member Orientation, June 2015 30. December 17, 2010 EPIC Meeting Materials 31. March 22, 2011 EPIC Meeting Materials 32. March 19, 2012 EPIC Meeting Materials 33. September 28, 2012 EPIC Meeting Materials 34. April 25, 2013 EPIC Meeting Materials 35. September 27, 2013 EPIC Meeting Materials 36. December 6, 2013 EPIC Meeting Materials 37. February 26, 2014 EPIC Meeting Materials 38. May 22, 2014 EPIC Meeting Materials 39. December 18, 2014 EPIC Meeting Materials 40. March 31, 2015 Meeting Materials 41. June 18, 2015 EPIC Meeting Materials 42 September 22, 2015 EPIC Meeting Materials 43. December 2, 2015 EPIC Meeting Materials
Hon. Jesse M. Furman December 11, 2019 Page 4
Exhibit Document 44, February 26, 2016 EPIC Meeting Materials 45. May 26, 2016 EPIC Meeting Materials 46. September 14, 2016 EPIC Meeting Materials 47. December 2, 2016 EPIC Meeting Materials 48. March 15, 2017 EPIC Meeting Materials 49. June 5, 2017 EPIC Meeting Materials 50. September 14, 2017 EPIC Meeting Materials 51. December 5, 2017 EPIC Meeting Materials 52. September 24, 2018 EPIC Meeting Materials 53. Deposition of Terry Belton -Redacted 54. Deposition of Bernadette Branosky 30(b)(6) 55, Deposition of Bernadette Branosky -Redacted 56. Deposition of Sally Durdan 57. Deposition of Thelma Ferguson -Redacted 58. Deposition of Angela Howard -Redacted 59. Deposition of Robert King -Redacted 60. Deposition of Walter Kress -Redacted 61. Deposition of Roxanne Todisco -Redacted 64. Angela Howard Notes 65. Onsite Meeting Agenda and Notes, undated 66. Portfolio Review with Notes, dated July 26, 2016 67. Portfolio Review with notes, undated 68. Portfolio Review, undated 69. Robert King Notes, dated July 26, 2016 70. Email Correspondence with BlackRock, dated January 15, 2015 71. Email from A. Santos to EPIC members, dated September 8, 2017
Hon. Jesse M. Furman December 11, 2019 Page 5
Exhibit Document 72. Email and Attachment from Walter Theado re: Portfolio Review Follow Up, dated November 17, 2016 73. Email from Blake Morris re: JPMC Core Bond Fund AUM-Performance, dated September 14, 2016 74. Email from Blake Morris re: Materials for 4/27 Core Bond Fund Portfolio Review, dated April 25, 2016 75. Email from D. Nese to EPIC members, dated June 2, 2017 76. Email from Jennifer Walsh re: 04Q15. Updated Compliance Questionnaire, dated February 22, 2016 77. Email from Kelly Arek re- Core Bond Materials, dated July 22, 2016 78. Email from Kelly Arek re: Core Bond Presentation, dated January 11, 2016 79. Email from Kelly Arek re: JPMC Onsite Meeting & Portfolio Review, dated June 14, 2016 80. Email from M. Magee re: 4Q15 Compliance Questionnaire, dated February 8, 2016 81. Email from Matthew Magee re: 1Q16 Compliance Questionnaire, dated May 10, 2016 82. Email from Matthew Magee re: JPMC Plans - 1Q17 Compliance Questionnaire ,dated May 5, 2017 83. Email from Robert King re: Core Bond Follow-Up, dated April. 8, 2016 84. Email from Roxanne Todisco re: JPMC- Core Bond Portfolio Review, dated April 25, 2016 85. Quarterly Regulatory and Compliance Questionnaire dated February 3, 2016 86. Quarterly Regulatory and Compliance Questionnaire dated February 3, 2016 87. Quarterly Regulatory and Compliance Questionnaire, dated May 9, 2016
Hon. Jesse M. Furman December 11, 2019 Page 6
Exhibit Document 88. Quarterly Due Diligence Questionnaire, dated February 4, 2016 89. Quarterly Due Diligence Questionnaire, dated May 6, 2016 90. Quarterly Due Diligence Questionnaire, dated May 8, 2017 97. Core Bond Analysis, undated 98. Core Bond Manager Change, dated March 31, 2016 101. JPMorgan Chase & Co. Portfolio Review, dated October 20, 2015 102. JPMorgan Chase Savings Plan Target Date Fund Discussion Document, dated January 18, 2011 103. Mid Cap Value 401(k) Search, dated December 3, 2014 104. Phonebook: Terry Belton's Profile, accessed April 22, 2013 105. Portfolio Review, undated 106. Portfolio Review, undated 107. Responses from SSgA re: MidCap Offerings, undated 108. SSgA Presentation “Holdings overlap between Mid and Large Cap Indices,” undated 117. June 12, 2018 EPIC Meeting Materials 118. Deposition of Daniella Nese 119. November 2015 Letter from Chase Corporate Benefits Re Important Legal Notices and Summary Plan Descriptions for JPMorgan Chase benefits plans 120. Feb. 8, 2016 Fund Change Bulletin