2014.10.30 Morgan Stanley RFP Responses.pdf

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

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IN RE: CREDIT DEFAULT SWAPS ANTITRUST LITIGATION

This Document Relates To: All Actions

: : : : : : : :

Master Docket No.: 13-md-2476 (DLC)

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TO PLAINTIFFS’ FIRST SET OF REQUESTS FOR THE PRODUCTION OF DOCUMENTS ON THE DEALER DEFENDANTS

Pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure and the

Local Rules of the U.S. District Court for the Southern District of New York, Defendant Morgan

Stanley & Co. LLC (“Morgan Stanley”) hereby submits its responses and objections (the

“Responses”) to Plaintiffs’ First Set of Requests for the Production of Documents on the Dealer

Defendants, dated September 25, 2014 (the “Requests”) in the above-captioned action (the

“Action”).

The Responses reflect only the current state of Morgan Stanley’s knowledge or

information regarding the Requests. Morgan Stanley reserves the right to supplement or

otherwise amend the Responses based on additional information obtained through its

investigation or discovery in this Action or for any other reason.

Morgan Stanley is willing to meet and confer with Plaintiffs to discuss the

Responses.

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GENERAL OBJECTIONS

Morgan Stanley makes the following General Objections, which are incorporated

into each of its Specific Objections and Responses below. A failure to reiterate a General

Objection below does not constitute a waiver of that or any other objection. None of the General

or Specific Objections (collectively, the “Objections”) or Responses is an admission as to the

relevance, materiality, authenticity or admissibility of any information provided herein.

1. Morgan Stanley objects to the Requests to the extent that they purport to

impose on Morgan Stanley burdens and obligations that are broader than, inconsistent with or

not authorized under the Federal Rules of Civil Procedure, the Local Rules of the U.S. District

Courts for the Southern Districts of New York, or other applicable rule or law. Subject to the

Objections, Morgan Stanley will, for the purposes of these Responses, construe the Requests

consistently with those rules, other applicable law and orders of this Court.

2. Morgan Stanley objects to the Requests to the extent that they purport

to seek the production of documents or other information already produced to Plaintiffs on

October 20, 2014 (the “DOJ Production”), pursuant to the Joint Initial Report, dated

September 18, 2014 (Dkt. 334) (the “Joint Initial Report”).

3. Any agreement by Morgan Stanley to produce documents in response to a

specific Request does not constitute an admission that responsive documents exist or that

Morgan Stanley will search all files maintained by any person. Rather, any such agreement

means only that responsive documents will be produced if they exist, can be located based on a

reasonable search of readily accessible files of agreed-upon custodians using agreed-upon search

terms and date ranges, and are not otherwise protected from disclosure.

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4. Morgan Stanley objects to the Requests to the extent that they are vague,

ambiguous, overly broad, unduly burdensome, unreasonable, lacking in particularity or otherwise

seek the discovery of documents that are neither relevant to the claims or defenses of any party

to this Action nor reasonably calculated to lead to the discovery of admissible evidence. These

Responses should not be construed as, and do not constitute, a waiver of any objections or

defenses that Morgan Stanley has asserted or may assert in this Action.

5. Morgan Stanley objects to the Requests to the extent that they purport to

impose on Morgan Stanley burdens and obligations to conduct anything beyond a reasonable

search for responsive documents or to produce “all” or “any” documents in a specified category

where a subset of documents would be sufficient to provide the pertinent information.

6. Morgan Stanley objects to the Requests to the extent that the burden of

deriving responsive information from other sources of discovery will be substantially the same

for Plaintiffs as it is for Morgan Stanley.

7. Morgan Stanley objects to the Requests to the extent that they seek

information that is: (i) not in Morgan Stanley’s possession, custody or control; (ii) public,

already in Plaintiffs’ possession or otherwise available from other sources to which Plaintiffs

have access; or (iii) otherwise available through a more convenient, more efficient, less

burdensome or less expensive means than these Responses. Morgan Stanley also objects to the

Requests to the extent that they seek the discovery of information that is in the possession,

custody or control of parents, affiliates or subsidiaries that are separate legal entities and have

corporate identities separate and apart from Morgan Stanley. Subject to the Objections, Morgan

Stanley will search only for information in its possession, custody or control as of the date of the

Responses.

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8. Morgan Stanley objects to the Requests to the extent that they are

duplicative of one another or any other discovery request served in this Action.

9. Morgan Stanley objects to the Requests to the extent that they fail to

describe the documents or categories of documents sought in the Requests with reasonable

particularity, which would allow Morgan Stanley to identify responsive documents, if any,

without speculation or undue burden.

10. Morgan Stanley objects to the Requests to the extent that they require

preservation or review of electronically stored information (“ESI”) or documents that are not

stored on active systems, but are stored on back-up tapes, systems or other media that are no

longer part of normal business operations. Such ESI is not reasonably accessible and is likely to

be duplicative of ESI available from more readily accessible sources. Morgan Stanley is willing

to meet and confer with Plaintiffs concerning the scope and allocation of costs associated with

any search for ESI.

11. Morgan Stanley objects to the Requests to the extent that they seek

information that is protected by the attorney-client privilege, the work-product doctrine, the joint

defense or common interest privilege or any other applicable privilege, protection or immunity or

that is otherwise protected from disclosure under applicable law. Morgan Stanley further objects

to the Requests to the extent that they call for the production of documents reflecting supervisory

communications between Morgan Stanley and its regulators, documents subject to the bank

examination privilege, Suspicious Activity Reports (“SAR”), or documents that reference the

existence or possibility of a SAR. Nothing contained in these Responses should be construed as

a waiver of any such privilege, protection or immunity. Specific Objections on the ground of

privilege are provided for emphasis and clarity only, and the absence of a specific Objection is

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neither intended, nor should be interpreted, as evidence that Morgan Stanley does not object to a

Request on the basis of an applicable privilege, protection or immunity.

12. Inadvertent production of any material covered by an applicable privilege,

protection or immunity shall not constitute a waiver of any privilege, protection or immunity or

any other ground for objecting to discovery or admissibility of such material, its subject matter or

the information contained therein, nor shall production of such material constitute a waiver of

Morgan Stanley’s rights, under the Stipulated Protective Order, dated September 18, 2014

(Dkt. 331) (the “Protective Order”), and other applicable laws and rules, to (i) seek the return of

such material or (ii) object to the use of such material at any stage of the Action or in any other

proceeding.

13. Morgan Stanley objects to the Requests to the extent that they seek trade

secrets or information that is (i) confidential, proprietary, or commercially or competitively

sensitive to Morgan Stanley, its affiliates, its employees or its clients, customers or

counterparties; (ii) subject to other privacy laws, protective orders, nondisclosure agreements or

other confidentiality undertakings, including the Protective Order; or (iii) otherwise prohibited

from disclosure by law.


Morgan Stanley to produce documents beyond the terms and limitations set forth in the

Protective Order.


Morgan Stanley to draw legal conclusions or are predicated on legal conclusions or arguments.

Subject to and without waiving any of the Objections, the Responses are not intended, and may

not be construed, as admissions or legal conclusions.

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16. Morgan Stanley objects to the Requests to the extent that they assume the

existence of facts that do not exist or the occurrence of events that did not occur. The Responses

are not intended, and shall not be construed, as admissions that any factual predicates or

allegations stated in the Requests are accurate.

17. Morgan Stanley objects to the Requests to the extent that they are

argumentative, lack foundation, or incorporate allegations and assertions that are disputed or

erroneous. Subject to and without waiving any of the Objections, the Responses are not

intended, and may not be construed, as admissions as to the correctness of any such allegations

and assertions.

OBJECTIONS TO DEFINITIONS

1. Morgan Stanley objects to the definitions set forth in Paragraphs 2, 3, 4, 6,

7, 9, 12, 14, 16, 18, 19, 23, 24, 26, 28 and 29 of the Definitions to the extent that they include, in

addition to the named entity identified in the Complaint, each of that entity’s divisions, business

units, subsidiaries, affiliates, predecessors, successors-in-interest and companies under their

direct or indirect management or control, as well as any of their present and former agents,

directors, officers, managers, analysts, accountants, attorneys, representatives, servants,

employees or other persons acting under their direction or control, on the grounds that those

definitions are vague, ambiguous, overly broad and unduly burdensome and not reasonably

likely to lead to the discovery of admissible evidence, and do not provide Morgan Stanley with

sufficient information to identify the entities or persons intended to be included within the

definitions.

2. Morgan Stanley objects to the definition of “Board of Directors” on the

grounds that it is overly broad and unduly burdensome and seeks the discovery of information

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that is neither relevant to the claims or defenses of any party to this Action nor reasonably

calculated to lead to the discovery of admissible evidence. Morgan Stanley further objects to this

Definition on the grounds that “board of directors of a parent organization or of the subsidiary of

a parent corporation” is vague and ambiguous. Morgan Stanley further objects to this Definition

to the extent that it requires Morgan Stanley to produce documents from Morgan Stanley’s

parents, affiliates or subsidiaries that are separate legal entities and have corporate identities

separate and apart from Morgan Stanley.

3. Morgan Stanley objects to the definition of “Communication” to the extent

that it purports to impose on Morgan Stanley burdens and obligations that exceed those imposed

by the applicable rules, including Local Rule 26.3.

4. Morgan Stanley objects to the definition of “Concerning” to the extent that

it purports to impose on Morgan Stanley burdens and obligations that exceed those imposed by

the applicable rules, including Local Rule 26.3.

5. Morgan Stanley objects to the use of the term “Dealer Defendant” to the

extent that it purports to impose on Morgan Stanley any obligation to respond or produce any

documents on behalf of any other defendant to this Action. These Responses are solely on

behalf of Morgan Stanley.

6. Morgan Stanley objects to the definition of “Inter-Broker Dealer” on the

grounds that it is overly broad and unduly burdensome and seeks the discovery of information


calculated to lead to the discovery of admissible evidence.

7. Morgan Stanley objects to the definition of “Morgan Stanley” to the extent

that it defines “Morgan Stanley” to include all of its divisions, business units, subsidiaries,

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affiliates, predecessors, successors-in-interest and companies under its direct or indirect

management or control, as well as any of its present and former agents, directors, officers,

managers, analysts, accountants, attorneys, representatives, servants, employees or other persons

acting under their direction or control, on the grounds that the definition is vague, ambiguous,

overly broad and unduly burdensome and not reasonably likely to lead to the discovery of

admissible evidence, and seeks to require Morgan Stanley to produce documents not in its

possession, custody or control. For purposes of the Responses, “Morgan Stanley” shall be

construed to refer solely to Defendant Morgan Stanley & Co. LLC.

8. Morgan Stanley objects to the definitions of “You” and “Your” to the

extent that they include all of Morgan Stanley’s divisions, business units, subsidiaries, affiliates,

predecessors, successors-in-interest and companies under its direct or indirect management or

control, as well as any of its present and former agents, directors, officers, managers, analysts,

accountants, attorneys, representatives, servants, employees or other persons acting under their

direction or control, on the grounds that the definition is vague, ambiguous, overly broad and

unduly burdensome and not reasonably likely to lead to the discovery of admissible evidence,

and seeks to require Morgan Stanley to produce documents not in its possession, custody or

control. For purposes of the Responses, “You” and “Your” shall be construed to refer solely to

Defendant Morgan Stanley & Co. LLC.

OBJECTIONS TO INSTRUCTIONS

1. Morgan Stanley objects to Instruction No. 2 as requiring an unreasonable

time period. The period January 1, 2006 to the present is overly broad, unduly burdensome, not

reasonably calculated to lead to the discovery of admissible evidence and inconsistent with the

time period at issue in this Action. Morgan Stanley further objects to Instruction No. 2 to the

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extent that it imposes an obligation on Morgan Stanley to produce documents that are created or

received after receipt of the Requests.

2. Morgan Stanley objects to Instruction No. 8 to the extent that it purports to

impose on Morgan Stanley burdens and obligations that exceed those imposed by the applicable

rules and orders in this Action, and to the extent that it requires Morgan Stanley to identify or

otherwise describe documents that are not in Morgan Stanley’s possession, custody or control,

including information about documents that have been lost, discarded or destroyed.

3. Morgan Stanley objects to Instruction No. 10 to the extent that it purports

to impose on Morgan Stanley burdens and obligations that exceed those imposed by the

applicable rules and orders in this Action.

4. Any objection to a Definition or Instruction shall also apply equally to any

other Definition, Instruction or Request that incorporates that Definition or Instruction.

SPECIFIC OBJECTIONS AND RESPONSES

REQUEST FOR PRODUCTION NO. 1.

Documents provided to the U.S. Department of Justice in connection with its investigation into CDS that have not already been produced, including all correspondence, white papers, narrative statements, disclosures, interrogatory responses, questionnaire responses, expert reports, presentations, or briefs.

RESPONSE TO REQUEST FOR PRODUCTION NO. 1.

Morgan Stanley objects to this Request on the grounds that it is vague,

ambiguous, overly broad, unduly burdensome and seeks the discovery of information that is

neither relevant to the claims or defenses of any party to this Action nor reasonably calculated to

lead to the discovery of admissible evidence. Morgan Stanley further objects to this Request to

the extent that it is duplicative of other Requests, including Request No. 3.

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Subject to and without waiving the foregoing Objections, Morgan Stanley will

produce letters, white papers, interrogatory responses and presentations provided by Morgan

Stanley to the U.S. Department of Justice in connection with Civil Investigative Demand

(“CID”) Nos. 25568 and 26669, to the extent such documents are located based on a reasonable

search of readily accessible files.


Documents produced to the European Commission in connection with its investigation into CDS that have not already been produced, including all documents, white papers, narrative statements, disclosures, interrogatory responses, questionnaire responses, expert reports, presentations, or briefs.






the extent that it is duplicative of other Requests, including Request No. 4. Morgan Stanley

further objects to this Request on the grounds that it (i) calls for information or documents

provided to the European Commission on a confidential basis, subject to international treaties

and regulations, including the Treaty of the Functioning of the European Union and the

European Commission Regulations, local privacy laws and the protections applicable to a

governmental investigation or inquiry; and (ii) could interfere with an ongoing European

Commission investigation.


Documents concerning any presentations to the U.S. Department of Justice in connection with its investigation into CDS.

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the extent that it is duplicative of other Requests, including Request No. 1.


produce documents, if any, concerning presentations made to the U.S. Department of Justice in

connection with CID Nos. 25568 and 26669, to the extent such documents are located based on a

reasonable search of readily accessible files.


Documents concerning any presentations to the European Commission in connection with its investigation into CDS.






the extent that it is duplicative of other Requests, including Request No. 2. Morgan Stanley

further objects to this Request on the grounds that it (i) calls for information or documents

provided to the European Commission on a confidential basis, subject to international treaties

and regulations, including the Treaty of the Functioning of the European Union and the

European Commission Regulations, local privacy laws and the protections applicable to a

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governmental investigation or inquiry; and (ii) could interfere with an ongoing European

Commission investigation.


Organizational charts or personnel lists for the divisions, desks, or departments responsible for Your CDS trading operations.


Morgan Stanley objects to this Request on the grounds that it is vague and

ambiguous.


produce documents, if any, sufficient to show the organizational structure within Morgan

Stanley’s CDS trading operations, to the extent such documents are located based on a

reasonable search of readily accessible files.


Organizational charts or personnel lists on which at least one of the following individuals appears: . . .

(j) Morgan Stanley: Stephen Duffron, Michael Heaney, James Hill, Amy Kim, Thomas Mosimann, Stephen O’Connor, Glen Popick, Kenneth de Regt, Tara K. Ruse, Ian Sandler, Oliver Stuart, Todd Sullivan.


Morgan Stanley objects to this Request on the grounds that it is overly broad and

unduly burdensome, and seeks the discovery of information that is neither relevant to the claims

or defenses of any party to this Action nor reasonably calculated to lead to the discovery of

admissible evidence. Morgan Stanley further objects to this Request to the extent that it requires

Morgan Stanley to produce documents concerning (i) “Stephen Duffron”, which Morgan Stanley

construes to refer to Stephen Daffron; and (ii) “Tara K. Ruse”, which Morgan Stanley construes

to refer to Tara K. Kruse.

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produce documents, if any, sufficient to show where in Morgan Stanley’s organizational

structure the individuals who are identified for Morgan Stanley in this Request appear, to the

extent such documents are located based on a reasonable search of readily accessible files.


Documents concerning any internal investigation, or investigation by the U.S. Department of Justice or the European Commission, relating to CDS, including concerning any disciplinary action considered or taken against, or termination of, any current or former officers or employees, relating to any such investigation.



ambiguous, including the phrase “any internal investigation . . . relating to CDS”. Morgan

Stanley further objects to this Request on the grounds that it is overly broad and unduly

burdensome and seeks the discovery of information that is neither relevant to the claims or

defenses of any party to this Action nor reasonably calculated to lead to the discovery of

admissible evidence. Morgan Stanley further objects to this Request to the extent that it seeks

the discovery of information that is protected from disclosure by the attorney-client privilege, the

work-product doctrine, the joint-defense or common-interest privilege, or any other applicable

privilege, protection or immunity. Morgan Stanley further objects to this Request on the grounds

that it (i) calls for information or documents provided to the European Commission on a

confidential basis, subject to international treaties and regulations, including the Treaty of the

Functioning of the European Union and the European Commission Regulations, local privacy

laws and the protections applicable to a governmental investigation or inquiry; and (ii) could

interfere with an ongoing European Commission investigation. Morgan Stanley further objects

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to this Request to the extent that it is duplicative of other Requests, including Request Nos. 1, 2,

3 and 4.


Documents concerning any internal investigation of possible anticompetitive conduct concerning CDS or credit derivatives.



ambiguous, including the phrases “internal investigation” and “possible anticompetitive

conduct”, and to the extent that it requires Morgan Stanley to draw legal conclusions or is

predicated on legal conclusions or arguments. Morgan Stanley also objects to this Request on

the grounds that it is overly broad and unduly burdensome, and seeks the discovery of

information that is neither relevant to the claims or defenses of any party to this Action nor

reasonably calculated to lead to the discovery of admissible evidence. Morgan Stanley further

objects to this Request to the extent that it seeks the discovery of information that is protected

from disclosure by the attorney-client privilege, the work-product doctrine, the joint-defense or

common-interest privilege, or any other applicable privilege, protection or immunity. Morgan

Stanley further objects to this Request to the extent that it is duplicative of other Requests,

including Request No. 7.


Documents reflecting the profitability, revenue, and financial performance of Your CDS business.



ambiguous, including the terms “profitability”, “financial performance” and “CDS business”.

Morgan Stanley further objects to this Request on the grounds that it is overly broad and unduly

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burdensome, and seeks the discovery of information that is neither relevant to the claims or


admissible evidence. Morgan Stanley further objects to this Request to the extent that it requires

Morgan Stanley to create, generate, compile or develop documents not currently in Morgan

Stanley’s possession, custody or control.


produce documents, if any, sufficient to show the financial performance of Morgan Stanley’s

CDS business, to the extent such documents are located based on a reasonable search of readily

accessible files of agreed-upon custodians.


Documents concerning Your share of the CDS market, including market surveys and private surveys commissioned by You or third-party reports.



ambiguous, including the phrases “share of the CDS market”, “market surveys” and “private

surveys”. Morgan Stanley further objects to this Request on the grounds that it is overly broad

and unduly burdensome, and seeks the discovery of information that is neither relevant to the

claims or defenses of any party to this Action nor reasonably calculated to lead to the discovery

of admissible evidence. Morgan Stanley also objects to this Request to the extent that it seeks

information that is not in Morgan Stanley’s possession, custody or control, or that is available

from a more convenient, less burdensome or less expensive source than Morgan Stanley.


produce documents, if any, sufficient to show Morgan Stanley’s estimated share of any CDS

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market, to the extent such documents are located based on a reasonable search of readily

accessible files.


Documents sufficient to show Your customs, rules, policies, practices, or procedures for setting the bid-ask spread when making a market in CDS.



ambiguous, including the phrases “customs, rules, policies, practices, or procedures” and “setting

the bid-ask spread”. Morgan Stanley further objects to this Request on the grounds that it is

overly broad and unduly burdensome, and seeks the discovery of information that is neither

relevant to the claims or defenses of any party to this Action nor reasonably calculated to lead to

the discovery of admissible evidence.


produce documents, if any, responsive to this Request, to the extent such documents are located

based on a reasonable search of readily accessible files of agreed-upon custodians.


Documents concerning any models or algorithms used by You to price CDS or to calculate CDS spreads, including (i) Documents relating to the data or assumptions used therein, (ii) Documents explaining how the models or algorithms are used, and (iii) Documents, software applications, programs, models, or any other information related to reading and/or interpreting these models or algorithms.



ambiguous, including the phrases “models or algorithms”, “price CDS” and “calculate CDS

spreads”. Morgan Stanley further objects to this Request to the extent that it requires Morgan

Stanley to produce “software applications, programs, models” and other information that is not

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reasonably identifiable or is not reasonably accessible because of undue burden or cost. Morgan




admissible evidence. Morgan Stanley further objects to this Request to the extent that it seeks

information that is confidential, proprietary, or commercially or competitively sensitive.


Documents concerning the ISDA Standard CDS Pricing Model and Your use of the model.



ambiguous, including the phrase “ISDA Standard CDS Pricing Model”. Morgan Stanley further

objects to this Request on the grounds that it is overly broad and unduly burdensome, and seeks

the discovery of information that is neither relevant to the claims or defenses of any party to this

Action nor reasonably calculated to lead to the discovery of admissible evidence. Morgan

Stanley further objects to this Request to the extent that it seeks information that is confidential,

proprietary, or commercially or competitively sensitive. Morgan Stanley further objects to this

Request to the extent that it seeks information that is not in Morgan Stanley’s possession,

custody or control, or that is available from a more convenient, less burdensome or less

expensive source than Morgan Stanley, including ISDA.


Documents concerning end-of-day, midday, and intraday data regarding single-name and index CDS transactions reported by Markit, including prices and quantities, bid-ask spreads, quotes and their sources, the number of quotes per day, the name of the reference entity, its RED code, its rating information, industry classification and geographical location, information on the CDS contract, including the tenor, spread, upfront payment, seniority and

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currency denomination, and including Documents, software applications, programs, models, or any information regarding reading or interpreting the data.



ambiguous, overly broad and unduly burdensome, and seeks the discovery of information that is



the extent that it requires Morgan Stanley to produce “software applications, programs, models”

and other information that is not reasonably identifiable or is not reasonably accessible because

of undue burden or cost. Morgan Stanley further objects to this Request to the extent that it

seeks information that is confidential, proprietary, or commercially or competitively sensitive.

Morgan Stanley further objects to this Request to the extent that it seeks information that is not

in Morgan Stanley’s possession, custody or control, or that is available from a more convenient,

less burdensome or less expensive source than Morgan Stanley, including Markit.


Documents concerning end-of-day, midday, and intraday data regarding single-name and index CDS transactions reported to Markit, including prices and quantities, bid-ask spreads, quotes and their sources, the number of quotes per day, the name of the reference entity, its RED code, its rating information, industry classification and geographical location, information on the CDS contract, including the tenor, spread, upfront payment, seniority and currency denomination, and including Documents, software applications, programs, models, or any information regarding reading or interpreting the data.






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the extent that it requires Morgan Stanley to produce “software applications, programs, models”

and other information that is not reasonably identifiable or is not reasonably accessible because

of undue burden or cost. Morgan Stanley further objects to this Request to the extent that it

seeks information that is confidential, proprietary, or commercially or competitively sensitive.

Morgan Stanley further objects to this Request to the extent that it requires Morgan Stanley to

create, generate, compile or develop documents not currently in Morgan Stanley’s possession,

custody or control.


produce documents sufficient to describe the CDS transaction data that Morgan Stanley reports

to Markit, to the extent such documents are located based on a reasonable search of readily



Documents concerning end-of-day, midday, and intraday data regarding single-name and index CDS transactions reported by ICE, CreditTrade, or the Creditex Group, including prices and quantities, bid-ask spreads, quotes and their sources, the number of quotes per day, the name of the reference entity, its rating information, industry classification and geographical location, and information on the CDS contract, including the maturity date and currency denomination.






the extent that it seeks information that is confidential, proprietary, or commercially or

competitively sensitive. Morgan Stanley further objects to this Request to the extent that it seeks


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from a more convenient, less burdensome or less expensive source than Morgan Stanley,

including ICE, CreditTrade or the Creditex Group.


Documents concerning CDS quotes and/or requests for quotes provided by You to any person or entity, including Communications related thereto, including verbal (e.g., voice recordings), paper, and electronic (e.g., blasts, email, postings on electronic bulletin boards, or instant message) Communications.






the extent that it requires Morgan Stanley to produce “voice recordings”, “blasts, . . . postings on

electronic bulletin boards, or instant message” and other information that is not reasonably

identifiable or is not reasonably accessible because of undue burden or cost.


Documents concerning swap creation data for CDS, including primary economic terms and confirmation data for a swap, including Communications related thereto, including verbal (e.g., voice recordings), paper, and electronic (e.g., blasts, email, postings on electronic bulletin boards, or instant message) Communications.



ambiguous, including the phrases “swap creation data” and “primary economic terms and

confirmation data for a swap”. Morgan Stanley further objects to this Request to the extent that

it requires Morgan Stanley to produce “voice recordings”, “blasts, . . . postings on electronic

bulletin boards, or instant message” and other information that is not reasonably identifiable or is

not reasonably accessible because of undue burden or cost. Morgan Stanley further objects to

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this Request on the grounds that it is overly broad and unduly burdensome, and seeks the

discovery of information that is neither relevant to the claims or defenses of any party to this


Stanley further objects to this Request to the extent that it requires Morgan Stanley to create,

generate, compile or develop documents not currently in Morgan Stanley’s possession, custody

or control.


Documents concerning swap continuation data for CDS, including changes to primary economic terms and valuation data for a swap, and responses to any “requests for markets,” or other requests for bids or offers on CDS, including Communications related thereto, including verbal (e.g., voice recordings), paper, and electronic (e.g., blasts, email, postings on electronic bulletin boards, or instant message) Communications.



ambiguous, including the phrases “swap continuation data” and “primary economic terms and

valuation data for a swap”. Morgan Stanley further objects to this Request to the extent that it

requires Morgan Stanley to produce “voice recordings”, “blasts . . . postings on electronic

bulletin boards, or instant message” and other information that is not reasonably identifiable or is

not reasonably accessible because of undue burden or cost. Morgan Stanley further objects to




Stanley further objects to this Request to the extent that it requires Morgan Stanley to create,

generate, compile or develop documents not currently in Morgan Stanley’s possession, custody

or control.

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Documents concerning Your “books” for CDS trades, including limit order books and quotation sheets, and including desk ledger key codes, naming conventions, and/or confirmation numbers for assigning unique identifier codes to specific trades.



ambiguous, including the term “books” and the phrases “limit order books”, “quotation sheets”

and “desk ledger key codes”. Morgan Stanley further objects to this Request on the grounds that

it is overly broad and unduly burdensome, and seeks the discovery of information that is neither




Documents concerning “blasted” quotes, “bid-wanted-in-competition” lists (“BWICs”), or “offer-wanted-in-competition” lists (“OWICs”) for CDS, provided or received by You to or from any other person or entity.



ambiguous, including the phrases “‘blasted’ quotes”, “‘bid-wanted-in-competition’ lists” and

“‘offer-wanted-in-competition’ lists”. Morgan Stanley further objects to this Request on the

grounds that it is overly broad and unduly burdensome, and seeks the discovery of information


calculated to lead to the discovery of admissible evidence.


Documents that quantify gains and losses on trades of CDS and/or provide end-of-day inventory of CDS positions, including “trade blotters,” “profit and loss” reports (including profit and loss reports for any CDS trading book, trading desk, or individual trader), “purchase and sale” reports (or any equivalent of the foregoing), and any analyses, models, or studies relating to the profitability of CDS trading.

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ambiguous, including the phrases “gains and losses on trades of CDS”, “trade blotters”,

“‘purchase and sale’ reports” and “analyses, models, or studies relating to the profitability of

CDS trading”. Morgan Stanley further objects to this Request on the grounds that it is overly

broad and unduly burdensome, and seeks the discovery of information that is neither relevant to

the claims or defenses of any party to this Action nor reasonably calculated to lead to the

discovery of admissible evidence.


Documents concerning CDS swap data reported by You to any regulatory agency, including the CFTC and the SEC, or the Federal Reserve.



ambiguous, including the phrase “CDS swap data”. Morgan Stanley further objects to this

Request on the grounds that it is overly broad and unduly burdensome, and seeks the discovery

of information that is neither relevant to the claims or defenses of any party to this Action nor

reasonably calculated to lead to the discovery of admissible evidence. Morgan Stanley also

objects to this Request to the extent that it seeks information that is not in Morgan Stanley’s

possession, custody or control, or that is available from a more convenient, less burdensome or

less expensive source than Morgan Stanley. Morgan Stanley further objects to this Request to

the extent that it seeks the discovery of information that is protected from disclosure by the

attorney-client privilege, the work-product doctrine, the joint-defense or common-interest

privilege, or any other applicable privilege, protection or immunity.

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produce documents, if any, sufficient to describe the CDS swap data reported by Morgan Stanley

to U.S. regulatory agencies, to the extent such documents are located based on a reasonable

search of readily accessible files of agreed-upon custodians.


Documents concerning CDS swap data reported by You to any Swap Data Repository or any third-party real-time disseminator.



ambiguous, including the phrases “CDS swap data”, “Swap Data Repository” and “third-party

real-time disseminator”. Morgan Stanley further objects to this Request on the grounds that it is



the discovery of admissible evidence. Morgan Stanley also objects to this Request to the extent

that it seeks information that is not in Morgan Stanley’s possession, custody or control, or that is

available from a more convenient, less burdensome or less expensive source than Morgan

Stanley.


Executed ISDA Master Agreements between You and any counterparty regarding single-name and index CDS transactions, including any schedules and/or amendments to the ISDA Master Agreements, Credit Support Annexes in force between You and any counterparty, and electronic or tape summaries or master files of the key terms of the ISDA Master Agreements in force between You and any counterparty.



ambiguous, including the phrase “electronic or tape summaries or master files”. Morgan Stanley

25

further objects to this Request on the grounds that it is overly broad and unduly burdensome, and

seeks the discovery of information that is neither relevant to the claims or defenses of any party

to this Action nor reasonably calculated to lead to the discovery of admissible evidence. Morgan

Stanley also objects to this Request to the extent that it seeks information that is not in Morgan

Stanley’s possession, custody or control, or that is available from a more convenient, less

burdensome or less expensive source than Morgan Stanley.


Transaction and/or trade confirmations between You and any counterparty regarding single-name and index CDS transactions, including any ISDA Master Confirmation Agreement and Supplement or Schedule to the ISDA Master Confirmation Agreement, or trades blotter reflecting or aggregating information from the aforementioned documentation.



ambiguous, including the phrase “trades blotters reflecting or aggregating information from the

aforementioned documentation”. Morgan Stanley further objects to this Request on the grounds

that it is overly broad and unduly burdensome, and seeks the discovery of information that is


lead to the discovery of admissible evidence. Morgan Stanley also objects to this Request to the

extent that it seeks information that is not in Morgan Stanley’s possession, custody or control, or

that is available from a more convenient, less burdensome or less expensive source than Morgan

Stanley.


Documents, including reports, analyses, studies or meeting minutes, concerning migrating CDS trading from the over-the-counter market to an exchange-traded platform or central limit order book.

26



ambiguous, including the phrase “reports, analyses, studies or meeting minutes”. Morgan




admissible evidence.


produce documents, if any, concerning migrating CDS trading from the over-the-counter market

to an exchange-traded platform or central limit order book, to the extent such documents are

located based on a reasonable search of readily accessible files of agreed-upon custodians.


Documents concerning Your oversight or monitoring of CDS trading, including all compliance or controls auditing reports and internal audit working papers, and any drafts thereof.



ambiguous, including to the phrase “oversight or monitoring of CDS trading”. Morgan Stanley



to this Action nor reasonably calculated to lead to the discovery of admissible evidence.


Documents concerning counterparty risk assessments for CDS by Your credit valuation adjustment department, or its equivalent, including Your credit valuation adjustment calculation methodology.

27



ambiguous, including the phrases “credit valuation adjustment department” and “credit valuation

adjustment calculation methodology”. Morgan Stanley further objects to this Request on the




Request to the extent that it requires Morgan Stanley to create, generate, compile or develop

documents not currently in Morgan Stanley’s possession, custody or control.


Documents concerning any studies or analyses relating to the standardization of CDS trading, including the standardization of CDS documentation under the ISDA Master Agreement and the standardization of the CDS Indices.



ambiguous, including the phrases “standardization of CDS trading”, “standardization of CDS

documentation” and “standardization of the CDS Indices”. Morgan Stanley further objects to



Action nor reasonably calculated to lead to the discovery of admissible evidence.


produce documents, if any, concerning studies or analyses of the standardization of CDS trading,

to the extent such documents are located based on a reasonable search of readily accessible files

of agreed-upon custodians.

28


Documents concerning any studies or analysis relating to the amount of volume and liquidity in the market for single-name CDS or CDS indices.



ambiguous, including the phrases “amount of volume and liquidity” and “market for single-name

CDS or CDS indices”. Morgan Stanley further objects to this Request on the grounds that it is





produce documents, if any, concerning studies or analyses of the amount of volume and liquidity

for single-name CDS or CDS indices, to the extent such documents are located based on a

reasonable search of readily accessible files of agreed-upon custodians.


Documents concerning the actual or potential impact of CMDX or any other venue for exchange or electronic trading of CDS on revenues or profits derived from trading CDS.





lead to the discovery of admissible evidence.


produce documents, if any, concerning the impact of exchange or electronic trading of CDS on

29

Morgan Stanley’s revenues or profits derived from CDS trading, to the extent such documents

are located based on a reasonable search of readily accessible files of agreed-upon custodians.


Documents concerning the actual or potential impact of exchange or electronic trading on bid-ask spreads.







produce documents, if any, concerning the impact of exchange or electronic trading of CDS on

bid-ask spreads, to the extent such documents are located based on a reasonable search of readily



Documents concerning the actual or potential impact of central-counterparty clearing on bid-ask spreads.







produce documents, if any, concerning the impact of central counterparty clearing of CDS on

30

bid-ask spreads, to the extent such documents are located based on a reasonable search of readily



Documents concerning the projected market share in single name and index CDS trading to be captured by CMDX or any other venue for exchange or electronic trading of CDS.








Stanley.


produce documents, if any, concerning the projected market share in single-name and index CDS

to be captured by any venue for exchange or electronic trading of CDS, to the extent such

documents are located based on a reasonable search of readily accessible files of agreed-upon

custodians.


Documents concerning the market acceptance of electronic or exchange trading on CMDX.



ambiguous, including the phrase “market acceptance”. Morgan Stanley further objects to this


31





less expensive source than Morgan Stanley.


produce documents, if any, concerning the acceptance of electronic or exchange trading of CDS

on CMDX, to the extent such documents are located based on a reasonable search of readily



Documents concerning the trading of CDS on a central limit order book.







produce documents, if any, concerning the trading of CDS on a central limit order book, to the

extent such documents are located based on a reasonable search of readily accessible files of

agreed-upon custodians.


Documents concerning any analyses, models, discussions, meeting minutes, or studies relating to barriers to entry for prospective market makers in the CDS market.

32



ambiguous, including the phrases “analyses, models, discussions, meeting minutes, or studies”,

“barriers to entry”, “prospective market makers” and “CDS market”. Morgan Stanley further



Action nor reasonably calculated to lead to the discovery of admissible evidence.





Documents concerning the potential migration of outstanding CDS trades to an electronic exchange.



ambiguous, including the phrases “potential migration of outstanding CDS trades” and

“electronic exchange”. Morgan Stanley further objects to this Request on the grounds that it is







33


Documents sufficient to show Your customs, rules, policies, practices or procedures for the publication or transmission of pricing and other data concerning CDS bids or offers to the market.



ambiguous, including the phrases “customs, rules, policies, practices or procedures”, “other data

concerning CDS bids or offers” and “the market”. Morgan Stanley further objects to this



reasonably calculated to lead to the discovery of admissible evidence.





Documents concerning Communications between two or more Dealer Defendants, or internal Communications at any Dealer Defendant, concerning the publication or transmission of data concerning CDS bids or offers.








Stanley.

34


produce documents, if any, concerning communications between Morgan Stanley and one or

more dealer defendants, or internal Morgan Stanley communications, concerning the publication

or transmission of CDS bid or offer data, to the extent such documents are located based on a



Documents sufficient to show Your customs, rules, policies, practices or procedures for responding to request-for-quotes on CDS prices.



ambiguous, including the phrase “customs, rules, policies, practices or procedures”. Morgan









Documents sufficient to show Your customs, rules, policies, practices or procedures for sending “runs” out to potential CDS counterparties and responding to bids or offers made in response to such runs.



ambiguous, including the phrase “customs, rules, policies, practices or procedures”. Morgan

35









Documents sufficient to show Your customs, rules, policies, practices or procedures for the publication, transmission, or release of real-time CDS pricing information to the market.



ambiguous, including the phrases “customs, rules, policies, practices or procedures” and “real-

time CDS pricing information”. Morgan Stanley further objects to this Request on the grounds

that it is overly broad and unduly burdensome, and seeks the discovery of information that is







Documents concerning Communications between two or more Dealer Defendants concerning the publication, transmission, or release of real-time CDS pricing information to investors.

36



ambiguous, including the phrase “real-time CDS pricing information”. Morgan Stanley further









more dealer defendants concerning the publication, transmission or release of real-time CDS

pricing information to investors, to the extent such documents are located based on a reasonable



Documents concerning CMDX or any platform proposed, developed, operated, or offered by Citadel and/or CME for the trading or clearing of CDS.



ambiguous, overly broad and unduly burdensome. Morgan Stanley also objects to this Request

to the extent that it seeks information that is not in Morgan Stanley’s possession, custody or

control, or that is available from a more convenient, less burdensome or less expensive source

than Morgan Stanley.

37





Documents concerning any proposed or implemented agreement between You and Citadel, CME, or CMDX to become a shareholder, sponsor, or founding member of CMDX or any similar platform proposed, developed, operated, or offered by Citadel or CME.



ambiguous, including the phrase “similar platform”. Morgan Stanley further objects to this

Request on the grounds that it is overly broad and unduly burdensome.





Documents concerning any meeting of Your Board of Directors, or committee associated with Your Board of Directors, at which CMDX or the electronic or exchange trading of CDS was discussed, including minutes or notes from any such meeting.



ambiguous, including the phrase “committee associated with Your Board of Directors”. Morgan


burdensome. Morgan Stanley further objects to this Request to the extent that it seeks the

discovery of information that is protected from disclosure by the attorney-client privilege, the


privilege, protection or immunity.

38


produce its Board of Directors meeting minutes, if any, concerning CMDX or the electronic or

exchange trading of CDS, to the extent such documents are located based on a reasonable search

of readily accessible files of agreed-upon custodians.


Documents concerning any meeting, either internal to You or with other entities, at which CMDX or the electronic or exchange trading of CDS was discussed, including minutes or notes from any such meeting.








produce documents, if any, concerning any meeting about CMDX or the electronic or exchange

trading of CDS, to the extent such documents are located based on a reasonable search of readily



Documents concerning Communications between You and Citadel, CME, or CMDX concerning central counterparty clearing, or exchange or electronic trading of CDS.



ambiguous, overly broad and unduly burdensome.

39





Documents sent to You by CMDX, CME, or Citadel concerning the development of CMDX, including the data, analytics, and proprietary technology to be used by CMDX.



ambiguous, including the phrase “data, analytics, and proprietary technology”. Morgan Stanley

further objects to this Request on the grounds that it is overly broad and unduly burdensome.


produce documents, if any, sent to Morgan Stanley by CMDX, CME or Citadel concerning the

development of CMDX, to the extent such documents are located based on a reasonable search

of readily accessible files of agreed-upon custodians.


Documents concerning CME’s creation of a clearing platform, instead of a platform that combined exchange trading and central counterparty clearing.



ambiguous, including the phrase “instead of a platform that combined exchange trading and

central counterparty clearing”. Morgan Stanley further objects to this Request on the grounds

that it is overly broad and unduly burdensome. Morgan Stanley also objects to this Request to

the extent that it seeks information that is not in Morgan Stanley’s possession, custody or



40


produce documents, if any, concerning CME’s creation of a clearing platform for CDS, to the




Documents concerning Citadel’s prospective or actual involvement or participation in CME Clearing, including any restrictions or limitations thereon.



ambiguous, including the phrases “CME Clearing” and “restrictions or limitations thereon”.




admissible evidence. Morgan Stanley also objects to this Request to the extent that it seeks




produce documents, if any, concerning Citadel’s prospective or actual involvement or

participation in CME’s U.S. clearinghouse relating to CDS, to the extent such documents are



Documents concerning any restrictions on membership in CME Clearing.

41



ambiguous, including the phrases “restrictions on membership” and “CME Clearing”. Morgan








produce documents, if any, concerning any restrictions on membership in CME’s U.S.

clearinghouse relating to CDS, to the extent such documents are located based on a reasonable



Documents concerning any potential or actual request, demand, decision, or agreement that any Dealer Defendant(s) be given control over, or a position on, CME Clearing’s risk committee.



ambiguous, including the phrases “CME Clearing” and “control over”. Morgan Stanley further





42




produce documents, if any, concerning any request, demand, decision or agreement that any

dealer defendant(s) be given control over, or a position on, the risk committee of CME’s U.S.

clearinghouse relating to CDS, to the extent such documents are located based on a reasonable



Documents sufficient to show Your membership on or participation in CME Clearing’s Risk Committee.



ambiguous, including the phrase “CME Clearing”. Morgan Stanley further objects to this





produce documents, if any, sufficient to show its membership on the risk committee of CME’s

U.S. clearinghouse relating to CDS, to the extent such documents are located based on a



Documents sufficient to show Your ownership interest in CME Clearing.

43




Request on the grounds that it seeks the discovery of information that is neither relevant to the

claims or defenses of any party to this Action nor reasonably calculated to lead to the discovery

of admissible evidence. Morgan Stanley also objects to this Request to the extent that it seeks



including from public filings.


produce documents, if any, sufficient to show Morgan Stanley’s ownership interest in CME’s

U.S. clearinghouse relating to CDS from January 1, 2008 through December 31, 2013, to the




All term sheets, draft licensing agreements, and final licensing agreements, prepared or entered into between ISDA or Markit and CME Clearing.








44


less expensive source than Morgan Stanley, including Markit, ISDA or CME.


produce term sheets, draft licensing agreements and final licensing agreements, if any, between

ISDA or Markit and CME’s U.S. clearinghouse relating to CDS, to the extent such documents



Documents concerning Communications between You and any Dealer Defendant relating to licensing negotiations between ISDA or Markit and CME Clearing.









more dealer defendants concerning licensing negotiations between ISDA or Markit and CME’s

U.S. clearinghouse relating to CDS, to the extent such documents are located based on a



Documents concerning the rules, policies, practices or procedures proposed or promulgated by the CME Clearing Risk Committee.

45











produce documents, if any, concerning the rules, policies, practices or procedures proposed or

promulgated by the risk committee of CME’s U.S. clearinghouse relating to CDS, to the extent

such documents are located based on a reasonable search of readily accessible files of agreed-

upon custodians.


Documents concerning any communication with CME regarding Citadel, CMDX, or this lawsuit.






than Morgan Stanley. Morgan Stanley further objects to this Request to the extent that it seeks


46




produce documents, if any, concerning communications with CME regarding Citadel and

CMDX, to the extent such documents are located based on a reasonable search of readily



Documents concerning Samuel Cole’s June 1, 2009 email titled “A Note to the Dealers,” including emails responding to or forwarding the email.





produce documents, if any, concerning Samuel Cole’s June 1, 2009 email titled “A Note to the

Dealers”, to the extent such documents are located based on a reasonable search of readily



Documents concerning any meeting planned or held by two or more Defendants, whether in person, by telephone or teleconference, by video-conference, by chat-room, or otherwise, concerning CMDX or any other proposal for exchange or electronic trading, or central counterparty clearing of CDS.





47




produce documents, if any, concerning any meeting between Morgan Stanley and one or more

defendants concerning CMDX or any other proposal for exchange or electronic trading, or

central counterparty clearing, of CDS, to the extent such documents are located based on a



Documents concerning Communications between You and any other Defendant concerning CMDX or any other proposal for exchange or electronic trading, or central counterparty clearing, of CDS.








Documents concerning any meeting between You and any buyside firm, including BlackRock, AllianceBerstein, DE Shaw, Blue Mountain, PIMCO, whether in person, by teleconference, by video-conference, by chat-room, or otherwise, concerning CMDX or any other proposal for exchange or electronic trading, or central counterparty clearing, of CDS.




48


produce documents, if any, concerning any meeting between Morgan Stanley and any buyside

firm concerning CMDX or any other proposal for exchange or electronic trading, or central

counterparty clearing, of CDS, to the extent such documents are located based on a reasonable



Documents concerning Communications between You and any buyside firm, including BlackRock, AllianceBerstein, DE Shaw, Blue Mountain, PIMCO, concerning CMDX or any other proposal for exchange or electronic trading, or central counterparty clearing, of CDS.





produce documents, if any, concerning communications between Morgan Stanley and any

buyside firm concerning CMDX or any other proposal for exchange or electronic trading, or

central counterparty clearing, of CDS, to the extent such documents are located based on a



Documents concerning any meeting between You and any broker-dealer of CDS other than the Dealer Defendants, including MF Global or Bank of New York Mellon, whether in person, by teleconference, by video-conference, by chat-room, or otherwise, concerning Citadel, CME, CMDX or any other proposal for exchange or electronic trading, or central counterparty clearing, of CDS.




49


produce documents, if any, concerning any meeting between Morgan Stanley and any broker-

dealer of CDS other than the defendant dealers concerning CMDX or any other proposal for

exchange or electronic trading, or central counterparty clearing, of CDS, to the extent such


custodians.


Documents concerning Communications between You and any broker-dealer of CDS other than the Dealer Defendants, including MF Global and Bank of New York Mellon, concerning Citadel, CME, CMDX or any other proposal for exchange or electronic trading, or central counterparty clearing, of CDS.





produce documents, if any, concerning communications between Morgan Stanley and any

broker-dealer of CDS other than the defendant dealers concerning CMDX or any other proposal

for exchange or electronic trading, or central counterparty clearing, of CDS, to the extent such


custodians.


Documents concerning any meeting between You and CMDX, CME, or Citadel, whether in person, by teleconference, by video-conference, by chat-room, or otherwise, concerning CMDX.

50





produce documents, if any, concerning any meeting between Morgan Stanley and CMDX, CME

or Citadel concerning CMDX, to the extent such documents are located based on a reasonable



Documents concerning Communications between You and CMDX, Citadel, or CME concerning electronic or exchange trading of CDS.








Documents concerning the opportunity to invest or otherwise take a position in the equity of CMDX.







51


produce documents, if any, concerning the opportunity to invest in the equity of CMDX, to the




Documents concerning any meeting of Your Board of Directors at which the opportunity to invest or otherwise take a position in the equity of CMDX was discussed, including minutes or notes from such meeting.





produce its Board of Director meeting minutes, if any, concerning the opportunity to invest in the

equity of CMDX, to the extent such documents are located based on a reasonable search of

readily accessible files of agreed-upon custodians.


Telephone logs of all custodians of the Dealer Defendants identified by the parties.






the extent that it requires Morgan Stanley to create, generate, compile or develop documents not

currently in Morgan Stanley’s possession, custody or control. Morgan Stanley further objects to

52

this Request to the extent that it seeks the discovery of information that is protected from

disclosure by the attorney-client privilege, the work-product doctrine, the joint-defense or

common-interest privilege, or any other applicable privilege, protection or immunity.


Calendars and calendar entries or logs (whether electronic or hard copy), including all calendars on Microsoft Outlook, Google, or other account, of all custodians of the Dealer Defendants identified by the parties.






the extent that it seeks the discovery of information that is protected from disclosure by the

attorney-client privilege, the work-product doctrine, the joint-defense or common-interest



Documents sufficient to show Your customs, rules, policies, practices, or procedures applicable to Your custodians for communicating internally or with other Dealer Defendants, including documents concerning the use of electronic chat-rooms or the recording of telephone calls or electronic Communications.



ambiguous, including the phrase “customs, rules, policies, practices, or procedures”. Morgan



53




Documents concerning any meeting between You and the Federal Reserve or any other government agency, whether in person, by teleconference, by video-conference, by chat-room, or otherwise, concerning CMDX or any other proposal for exchange or electronic trading, or central counterparty clearing, of CDS.



ambiguous, including the phrase “any other government agency”. Morgan Stanley further

objects to this Request on the grounds that it is overly broad and unduly burdensome. Morgan

Stanley further objects to this Request to the extent that it seeks the discovery of information that

is protected from disclosure by the attorney-client privilege, the work-product doctrine, the joint-

defense or common-interest privilege, or any other applicable privilege, protection or immunity.


produce documents, if any, concerning any meeting between Morgan Stanley and the Federal

Reserve or other U.S. government agencies concerning CMDX or any other proposal for

exchange or electronic trading, or central counterparty clearing, of CDS, to the extent such


custodians.


Documents concerning a meeting at the Federal Reserve Bank of New York on or about June 9, 2008, including documents prepared for or in anticipation of the meeting, or memorializing discussions or activities occurring at the meeting.

54



ambiguous, overly broad and unduly burdensome. Morgan Stanley further objects to this

Request to the extent that it seeks the discovery of information that is protected from disclosure

by the attorney-client privilege, the work-product doctrine, the joint-defense or common-interest



produce documents, if any, concerning a meeting regarding CDS at the Federal Reserve Bank of

New York on or about June 9, 2008, to the extent such documents are located based on a



Documents concerning a meeting at the Federal Reserve Bank of New York on or about October 10, 2008, including documents prepared for or in anticipation of the meeting, or memorializing discussions or activities occurring at the meeting.



ambiguous, overly broad and unduly burdensome. Morgan Stanley further objects to this





produce documents, if any, concerning a meeting regarding CDS at the Federal Reserve Bank of

New York on or about October 10, 2008, to the extent such documents are located based on a


55


Documents concerning Communications with the Federal Reserve or any other government agency concerning the electronic or exchange trading or central counterparty clearing of CDS.



ambiguous, including the phrase “any other government agency”. Morgan Stanley further

objects to this Request on the grounds that it is overly broad and unduly burdensome. Morgan

Stanley further objects to this Request to the extent that it seeks the discovery of information that

is protected from disclosure by the attorney-client privilege, the work-product doctrine, the joint-

defense or common-interest privilege, or any other applicable privilege, protection or immunity.


produce documents, if any, concerning communications between Morgan Stanley and the

Federal Reserve or other U.S. government agencies concerning the electronic or exchange

trading or central counterparty clearing of CDS, to the extent such documents are located based

on a reasonable search of readily accessible files of agreed-upon custodians.


Documents concerning any meeting of the Credit Steering Committee or the Buyside Working Group, referred to in the June 1, 2009 Email from Samuel Cole, titled “A Note to the Dealers,” including minutes or notes from any such meeting.







56


Stanley.





Documents sufficient to show which of Your directors, officers, or employees held seats on the Credit Steering Committee or the Buyside Working Group, referred to in the June 1, 2009 Email from Samuel Cole, titled “A Note to the Dealers.”







produce documents, if any, sufficient to show which of Morgan Stanley’s directors, officers or

employees held seats on the Boards of Directors of the Credit Steering Committee or the Buyside

Working Group from January 1, 2008 through December 31, 2013, to the extent such documents



Documents concerning any entity known as the Index Co., the International Index Co., or the CDS Index Co.




57





Stanley.


Documents sufficient to show which of Your directors, officers, or employees held seats on the Board of Directors of the Index Co., the International Index Co., or the CDS Index Co., or the Board of Directors of any subsidiary thereof.







that is available from a more convenient, less burdensome or less expensive source than

Morgan Stanley.



employees held seats on the Boards of Directors of the Index Co., the International Index Co. or

the CDS Index Co. from January 1, 2008 through December 31, 2013, to the extent such


custodians.

58


Documents concerning Markit’s acquisition of International Index Company Ltd. and CDS IndexCo LLC in 2007, and any other acquisition by Markit, through which Markit obtained ownership or control over the intellectual property rights to any CDS Index.



ambiguous, including the phrases “control over” and “intellectual property rights”. Morgan







including Markit.


Documents concerning Markit’s ownership or control over the intellectual property rights to any CDS Index.



ambiguous, including the phrases “control over” and “intellectual property rights”. Morgan





59







Documents sufficient to show which of Your directors, officers, or employees held seats on the Markit Board of Directors, or the Board of Directors of any subsidiary thereof, during the class period.







that is available from a more convenient, less burdensome or less expensive source than

Morgan Stanley.



employees held seats on the Markit Board of Directors from January 1, 2008 through December

31, 2013, to the extent such documents are located based on a reasonable search of readily



Documents sufficient to show Your ownership interest in Markit during the class period.

60



ambiguous. Morgan Stanley also objects to this Request to the extent that it seeks information

that is not in Morgan Stanley’s possession, custody or control, or that is available from a more

convenient, less burdensome or less expensive source than Morgan Stanley, including from

information filed with the Companies House (UK).


produce documents, if any, sufficient to show Morgan Stanley’s ownership interest in Markit

from January 1, 2008 through December 31, 2013, to the extent such documents are located


REQUEST PRODUCTION NO. 88.

Documents concerning any dividends, distributions, or other monetary payments You received from Markit, including a detailed accounting of all such payments and the dates they were received.








Stanley. Morgan Stanley further objects to this Request to the extent that it requires Morgan

Stanley to create, generate, compile or develop documents not currently in Morgan Stanley’s

possession, custody or control.

61


Documents concerning term sheets, draft licensing agreements, and final licensing agreements, prepared or entered into by Markit for use of CDS Indices and reference entity (RED) codes on any electronic or exchange trading platform, or any clearing organization.








Stanley.





Documents concerning Communications between You and any Dealer Defendant or Markit relating to licensing negotiations between Markit and CMDX, CME, or Citadel concerning the provision of a license to the Markit indices or RED codes.






62





Documents concerning any meeting of Your Board of Directors, or any Committee, or any other internal meeting, at which licensing of Markit indices or RED codes to CMDX, CME, Citadel, or other entities was discussed, including minutes or notes from any such meeting.



ambiguous, including the phrases “any Committee” and “any other internal meeting”. Morgan


burdensome. Morgan Stanley further objects to this Request to the extent that it seeks the

discovery of information that is protected from disclosure by the attorney-client privilege, the




produce its Board of Directors meeting minutes, if any, concerning the licensing of Markit

indices or RED codes to CMDX, CME, Citadel, or other entities relating to CDS, to the extent

such documents are located based on a reasonable search of readily accessible files of agreed-

upon custodians.


Documents concerning any restriction or limitation on Markit’s ability to license CDS reference entity (RED) codes and CDS indices to CMDX or any platform proposed, developed, operated or offered by Citadel, CME or any other third-party, for electronic or exchange trading or clearing CDS.

63



ambiguous, including the phrases “any restriction or limitation” and “any other third-party”.











Documents concerning Communications between You and Markit concerning exchange trading of CDS, CMDX, or any platform proposed, developed, operated or offered by Citadel, CME or any other third-party, for electronic or exchange trading or clearing CDS.



ambiguous, including the phrase “any other third-party”. Morgan Stanley further objects to this







64





Documents concerning any restriction or limitation on Markit’s ability to disseminate real-time CDS trading and pricing information to investors.



ambiguous, including the phrases “any restriction or limitation” and “real-time CDS trading and

pricing information”. Morgan Stanley further objects to this Request on the grounds that it is



the discovery of admissible evidence. Morgan Stanley also objects to this Request to the extent

that it seeks information that is not in Morgan Stanley’s possession, custody or control, or that is

available from a more convenient, less burdensome or less expensive source than Morgan

Stanley.


produce documents, if any, concerning any restriction or limitation on Markit’s ability to

disseminate CDS trading and pricing information to investors in real-time, to the extent such


custodians.


Documents concerning Communications between Markit and one or more Dealer Defendant regarding the provision of real-time CDS trading and pricing information to investors.

65



ambiguous, including to the phrase “real-time CDS trading and pricing information”. Morgan








produce documents, if any, concerning communications between Morgan Stanley and Markit, or

Morgan Stanley and one or more dealer defendants, concerning the provision of real-time CDS

trading and pricing information to investors, to the extent such documents are located based on a



Documents concerning any meeting of Your Board of Directors, or any Committee, or any other internal meeting, at which the potential or actual dissemination of real-time CDS trading or pricing information by Markit to investors was discussed, including minutes or notes from any such meeting.



ambiguous, including the phrases “any Committee”, “any other internal meeting” and “real-time

CDS trading and pricing information”. Morgan Stanley further objects to this Request on the



66






produce its Board of Directors meeting minutes, if any, concerning the potential or actual

dissemination of real-time CDS trading or pricing information by Markit to investors, to the




Documents concerning any meeting of the Board of Directors of ICE Clear, or any Committee at which two or more Dealer Defendants were represented, including minutes or notes from any such meeting.








Stanley, including ICE Clear.


Documents concerning any Communications between or among You and Lance Uggla, Shane Akeroyd, Kevin Gould, Nishul Saperia, Boaz Zilberman, or Inder Grewal relating to CDS, CMDX, Citadel, CME or exchange trading.

67








Stanley.


produce documents, if any, concerning communications between Morgan Stanley and Lance

Uggla, Shane Akeroyd, Kevin Gould, Nishul Saperia, Boaz Zilberman, or Inder Grewal

concerning CMDX, Citadel or CME or exchange trading of CDS, to the extent such documents



Documents sufficient to show which of Your directors, officers, or employees held seats on the ISDA Board of Directors, or the Board of Directors of any subsidiary thereof, during the class period.








Stanley.

68



employees held seats on the ISDA Board of Directors, from January 1, 2008 through

December 31, 2013, to the extent such documents are located based on a reasonable search of



Documents concerning term sheets, draft licensing agreements, and final licensing agreements, prepared or entered into by ISDA for use of the ISDA Master Agreement, or any other intellectual property ISDA claims to own, by any electronic or exchange trading platform, or any clearing organization.



ambiguous, including the phrase “any other intellectual property ISDA claims to own”. Morgan








produce documents, if any, concerning term sheets, draft licensing agreements and final

licensing agreements concerning CDS, prepared or entered into by ISDA for use of the ISDA

Master Agreement, or any other intellectual property ISDA claims to own, by any electronic or

exchange trading platform, or any clearing organization, to the extent such documents are


69


Documents concerning Communications between You and any Dealer Defendant relating to licensing negotiations between ISDA and CMDX, CME, or Citadel concerning the provision of a license to the ISDA Master Agreement or any other intellectual property ISDA claims to own.



ambiguous, including the phrase “any other intellectual property ISDA claims to own”. Morgan











Documents concerning any meeting of Your Board of Directors, or any Committee or other internal meeting, at which licensing of the ISDA Master Agreement, or any other intellectual property ISDA claims to own, to Citadel, CME or any other third-party, was discussed, including minutes or notes from any such meeting.



ambiguous, including the phrases “any other intellectual property ISDA claims to own”, “any

Committee” and “other internal meeting”. Morgan Stanley further objects to this Request on the


70







produce its Board of Directors meeting minutes, if any, concerning the licensing of the ISDA

Master Agreement, or any other intellectual property ISDA claims to own, to Citadel, CME or

any other third-party, to the extent such documents are located based on a reasonable search of



Documents concerning any restriction or limitation on ISDA’s ability to license the ISDA Master Agreement to CMDX or any platform proposed, developed, operated or offered by Citadel, CME or any other third-party, for electronic or exchange trading or clearing CDS.



ambiguous, including the phrase “any restriction or limitation”. Morgan Stanley further objects

to this Request on the grounds that it is overly broad and unduly burdensome, and seeks the






71





Documents concerning Communications between You and ISDA concerning exchange trading of CDS, CMDX, or any platform proposed, developed, operated or offered by Citadel, CME or any other third-party, for electronic or exchange trading or clearing CDS.



ambiguous, including the phrase “any other third-party”. Morgan Stanley further objects to this

Request on the grounds that it is overly broad and unduly burdensome.





All ISDA Master Agreements, ISDA Schedules, and ISDA Confirmations for Your CDS counterparties.








Stanley.

72


Documents concerning Communications between or among You and Bob Pickel, David Geen, George Handjinicolaou, Katherine Tew Darras, or Karel Engelen concerning CDS, CMDX, Citadel, CME, or exchange trading.








Stanley.


produce documents, if any, concerning communications between Morgan Stanley and Bob

Pickel, David Geen, George Handjinicolaou, Katherine Tew Darras, or Karel Engelen

concerning CMDX, Citadel, CME or exchange trading of CDS, to the extent such documents are



Documents concerning restrictions on access to Inter-Dealer Broker trading platforms, including any conditions, whether formal or informal, on Your participation on an Inter-Dealer Broker trading platform.






73



Stanley.


Documents concerning Communications between You and any Inter-Dealer Broker regarding restrictions or limitations on CDS customers and investors to access the Inter-Dealer Broker trading platform.








Stanley.


Documents concerning Communications between two or more Dealer Defendants concerning restrictions on access to Inter-Dealer Broker trading platforms, or the actual or threatened cessation or limitation of business with any Interdealer Broker.







74


Stanley.


Documents concerning Your Communications with any Inter-Dealer Broker relating to that Inter-Dealer Broker’s publication, transmission, or release of real-time CDS pricing information to investors.



ambiguous, including the phrase “real-time CDS pricing information”. Morgan Stanley further








Documents sufficient to show which of Your directors, officers, or employees held seats on the Board of Directors of any Inter-Dealer Broker, or the Board of Directors of any subsidiary thereof, during the class period.







75


Stanley.


Documents concerning Communications between or among the Dealer Defendants, or any Dealer Defendant and the DTCC, concerning DTCC’s publication, transmission, or release of real-time CDS pricing information to investors.



ambiguous, including the phrase “real-time CDS trading and pricing information”. Morgan









more dealer defendants, or between Morgan Stanley and the DTCC, concerning DTCC’s

publication, transmission or release of real-time CDS pricing information to investors, to the




Documents sufficient to show which of Your directors, officers, or employees held seats on the DTCC Board of Directors, or the Board of Directors of any subsidiary thereof, during the class period.

76








Stanley.



employees held seats on the DTCC Board of Directors, from January 1, 2008 through

December 31, 2013, to the extent such documents are located based on a reasonable search of



Documents concerning any swap data provided by You to DTCC, or collected by DTCC with Your assistance or permission.



ambiguous, including the phrase “swap data”. Morgan Stanley further objects to this Request

on the grounds that it is overly broad and unduly burdensome, and seeks the discovery of

information that is neither relevant to the claims or defenses of any party to this Action nor



77


less expensive source than Morgan Stanley, including DTCC.


Documents concerning the formation of ICE Clear.











Documents concerning the acquisition by the Intercontinental Exchange of The Clearing Corporation.






than Morgan Stanley. Morgan Stanley further objects to this Request to the extent that it seeks


78







Documents concerning term sheets, draft licensing agreements, and final licensing agreements, prepared or entered into among ICE Clear and Markit or ISDA.








Stanley. Morgan Stanley further objects to this Request to the extent that it seeks the discovery

of information that is protected from disclosure by the attorney-client privilege, the work-product

doctrine, the joint-defense or common-interest privilege, or any other applicable privilege,

protection or immunity.





Documents concerning Communications between You and any Dealer Defendant relating to licensing negotiations between ICE Clear and Markit or ISDA.

79








more dealer defendants concerning licensing negotiations between ICE Clear and Markit or

ISDA, to the extent such documents are located based on a reasonable search of readily



Documents concerning Communications with the Dealer Defendants or with ICE Clear relating to prospective or established alternative clearing venues, including the clearing venue created by CME.



ambiguous, including the phrases “prospective or established alternative clearing venues” and

“the clearing venue created by CME”. Morgan Stanley further objects to this Request on the



calculated to lead to the discovery of admissible evidence. Morgan Stanley also objects to this



expensive source than Morgan Stanley.

80



more dealer defendants, or between Morgan Stanley and ICE Clear, concerning prospective or

established clearing venues, to the extent such documents are located based on a reasonable



Documents concerning Communications among two or more Dealer Defendants regarding whether to clear trades exclusively or primarily through ICE Clear, including any agreement on this topic.








Stanley.



more dealer defendants concerning whether to clear trades through ICE Clear, to the extent such


custodians.


Documents concerning Communications among two or more Dealer Defendants regarding whether to clear trades through a clearing organization proposed or established by CME, including any agreement on this topic.

81








Stanley.



more dealer defendants concerning whether to clear trades through a clearing organization

proposed or established by CME, to the extent such documents are located based on a reasonable



Documents concerning any meeting of the Board of Directors of ICE Clear, or any Committee, including the Risk Committee, at which two or more Dealer Defendants were represented, including minutes or notes from any such meeting.








Stanley, including ICE Clear.

82


Documents concerning minimum capital requirements for clearing members of ICE Clear.








Stanley.





Documents concerning restrictions on the dissemination of real-time trade data by ICE Clear.



ambiguous, including the phrase “real-time trade data”. Morgan Stanley further objects to this





83




produce documents, if any, concerning restrictions on the dissemination of real-time trade data

by ICE Clear, to the extent such documents are located based on a reasonable search of readily



Documents concerning procedures created to protect the anonymity of trades cleared with members of ICE Clear, but not non-member firms.



ambiguous, including the phrase “created to protect the anonymity of trades”. Morgan Stanley



to this Action nor reasonably calculated to lead to the discovery of admissible evidence. Morgan





produce documents, if any, concerning procedures relating to the anonymity of trades cleared

with members of ICE Clear, to the extent such documents are located based on a reasonable



Documents concerning the setting of ICE Clear’s fees.

84








Stanley.





Documents concerning any potential or actual agreement, or discussions about any such agreement, by two or more Dealer Defendants to clear trades through ICE Clear or to refuse to clear trades through one or more other clearinghouses.








Stanley.


produce documents, if any, concerning any agreements between Morgan Stanley and one or

85

more dealer defendants to clear CDS trades through ICE Clear (other than documents pertaining

to individual transactions), or to refuse to clear CDS trades through one or more other CDS

clearinghouses, to the extent such documents are located based on a reasonable search of readily



Documents concerning the offering of electronic trading through ICE Clear.








Stanley.





Documents concerning Your ownership interest in ICE Clear.



ambiguous. Morgan Stanley also objects to this Request to the extent that it seeks information

that is not in Morgan Stanley’s possession, custody or control, or that is available from a more

convenient, less burdensome or less expensive source than Morgan Stanley.

86


produce documents, if any, sufficient to show Morgan Stanley’s ownership interest in ICE Clear

from January 1, 2008 through December 31, 2013, to the extent such documents are located



Documents concerning any threatened or actual refusal to deal with or boycott of any purchaser of CDS relating to a proposed or implemented decision by that purchaser to trade on a swap execution facility providing services primarily or exclusively to the Dealer Defendants.



ambiguous, including the phrases “any threatened or actual refusal to deal” and “boycott”, and to

the extent that this Request requires Morgan Stanley to draw legal conclusions or is predicated

on legal conclusions or arguments. Morgan Stanley further objects to this Request on the



calculated to lead to the discovery of admissible evidence. Morgan Stanley also objects to this



expensive source than Morgan Stanley.


produce documents, if any, concerning any threatened or actual refusal to deal with any

purchaser of CDS concerning a proposed or implemented decision by that purchaser to trade on a

swap execution facility, to the extent such documents are located based on a reasonable search of


87


Documents concerning a clearinghouse or exchange trading platform offered or proposed by Liffe.






than Morgan Stanley. Morgan Stanley further objects to this Request to the extent that it is

duplicative of other Requests, including Request No. 134.


produce documents, if any, concerning a CDS clearinghouse or exchange platform offered or

proposed by Liffe, to the extent such documents are located based on a reasonable search of



Documents concerning a clearinghouse or exchange trading platform offered or proposed by Eurex Clearing.








88



proposed by Eurex Clearing, to the extent such documents are located based on a reasonable



Documents concerning a clearinghouse or exchange trading platform offered or proposed by Deutsche Borse.










proposed by Deutsche Borse, to the extent such documents are located based on a reasonable



Documents concerning a clearinghouse or exchange trading platform offered or proposed by NYSE Euronext.





89






proposed by NYSE Euronext, to the extent such documents are located based on a reasonable



Documents concerning Your Communications with Andreas Preuss or Stefan Mai regarding the clearing or exchange trading of CDS.







produce documents, if any, concerning communications between Morgan Stanley and Andreas

Preuss or Stefan Mai concerning the clearing or exchange trading of CDS, to the extent such


custodians.


Documents concerning Your antitrust policies, including directives to employees concerning compliance with the antitrust laws.

90


Morgan Stanley objects to this Request on the grounds that it seeks the discovery




Documents concerning Your record retention and preservation policies and practices, including Your retention or document management policies.






Document preservation notices or letters sent to any third parties concerning this lawsuit.










based on a reasonable search of readily accessible files.

91


Documents concerning Communications with any third parties (including members of the proposed class) concerning this lawsuit.










based on a reasonable search of readily accessible files.


Documents concerning this lawsuit, including board or management committee minutes, presentations, or memoranda.








92


Documents provided to You by any other Defendant or third party concerning this lawsuit.








93

Dated: October 30, 2014

/s/ Daniel Slifkin Evan R. Chesler Daniel Slifkin Michael A. Paskin Vanessa A. Lavely

CRAVATH, SWAINE & MOORE LLP Worldwide Plaza, 825 Eighth Avenue New York, New York 10019 Phone: (212) 474-1000 Fax: (212) 474-3700 [email protected] [email protected] [email protected] [email protected]

Attorneys for Morgan Stanley & Co. LLC

94

Certificate of Service

I hereby certify that a true and correct copy of the above document is being

served by electronic mail to the designated counsel of record in the above-captioned action on this 30th day of October, 2014.

/s/ Vanessa A. Lavely Vanessa A. Lavely

2014.10.30 Morgan Stanley RFP Responses.pdf

Documents

Transcript of 2014.10.30 Morgan Stanley RFP Responses.pdf