UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Administrative Proceedings Rulings

Release No. 6829 / September 9, 2021

Administrative Proceeding

File No. 3-20454

In the Matter of

Kimberly D. Butler,

Prosperity Economics Partners, 

LLC, and

Partners for Prosperity, LLC

Protective Order

Respondents and the Division of Enforcement jointly moved for the entry 

of a protective order limiting the public disclosure of sensitive personal 

information in this proceeding. Rule 322 of the Securities and Exchange 

Commission’s Rules of Practice allows for the issuance of a protective order 

when “the harm resulting from disclosure ... outweigh[s] the benefits of 

disclosure.” 17 C.F.R. § 201.322(c). Under Rule 230, the Division must make 

certain documents it obtained in its investigation available to Respondents. 17 

C.F.R. § 201.230. These documents, called investigative-record materials in 

this order, contain sensitive personal information, including the personally 

identifiable information of non-parties. The public disclosure of that 

information would harm those non-parties and would not benefit the public. I 

GRANT the parties’ motion for a protective order and order the following:

1. As used in this protective order, the term sensitive personal information

means any documents or other information containing any one or more of 

the following categories of personal and private documents or information: 

(a) a social security or tax identification number; (b) financial account 

statements of individuals or entities, including statements for any bank 

account, credit card account, brokerage account, mortgage, student loan, 

or other loan; (c) any financial account number, including for a bank 

account, credit card account, brokerage account, mortgage, student loan, 

or other loan; (d) tax returns; (e) the home address and phone number of 

any individual person; (f) the birth date of any individual person; or (g)
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the name of any individual person who, at the time the OIP was filed in 

this matter, was known to be less than 18 years old.

2. Sensitive personal information disclosed to any Respondent in this action 

or to the Respondent’s counsel during the course of this action:

a. May be used only for the purposes of this action;

b. May not be used for any business or commercial purposes;

c. May not be published to the public in any form, except as permitted 

by Paragraphs 5, 6, and 8, below;

d. May be disclosed only to the following persons, on an as-needed basis 

in the course of the litigation, with reasonable precautions taken to 

insure the confidentiality of the information:

i. the administrative law judge in this proceeding;

ii. a Respondent;

iii. employees or contractors of any law firm that represents a 

Respondent, including attorneys and secretarial, clerical, 

paralegal, legal, or student personnel, and any person or entity 

with whom a Respondent’s counsel contracts to reproduce or 

manage documents;

iv. clerical or ministerial service providers, such as outside copying 

or litigation support personnel, retained by the parties to this 

proceeding or their counsel;

v. non-party witnesses;

vi. a document’s author(s) or recipient(s);

vii. independent (non-employee) consultants or expert witnesses, or 

advisors retained by any of the parties to this action in 

connection with this action;

viii. court reporters or stenographers—and their employees—who are 

engaged to record deposition or hearing testimony;

ix. the Securities and Exchange Commission and its employees, 

agents, or contractors; or

x. such other people as hereafter may be authorized by either (1) 

written consent of all the parties or (2) the presiding 

administrative law judge upon motion of a party.
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3. A copy of this protective order must be delivered to each of the named 

parties or people within paragraph 2.d above to whom a disclosure of 

sensitive personal information is made, at or before the time of disclosure, 

by the party making the disclosure. The provisions of this protective order 

will bind each person to whom disclosure is made.

4. The provisions of this protective order will not be construed as preventing:

a. Any disclosure of sensitive personal information to any party to this 

action;

b. Any disclosure of sensitive personal information to any administrative 

law judge or member or employee of the Commission for any purposes 

of this action; or

c. Any disclosure of sensitive personal information for the purpose of 

enforcing the criminal law or as otherwise required by law.

5. Notwithstanding the foregoing, the Division may use and disclose, without 

notice to the Respondents or any other person, any and all materials in 

the investigative-record materials to the extent permitted by law in 

conjunction with its obligations and responsibilities to investigate 

potential violations of, and enforce, the federal securities laws, consistent 

with the “Routine Uses of Information” set forth in the Commission’s Form 

1662 (Supplemental Information for Persons Requested to Supply 

Information Voluntarily or Directed to Supply Information Pursuant to a 

Commission Subpoena).

6. Except as otherwise ordered, before making a public filing of any 

document in these proceedings, the Division and Respondents must redact 

all sensitive personal information from the document. The Division and 

Respondents will take reasonable and appropriate measures to prevent 

unauthorized disclosure of sensitive personal information contained in 

documents produced or filed in these proceedings, including by people to 

whom the Division or Respondents show or give access to such documents. 

In the event that redacting a filing is impracticable or would result in a 

filing being almost entirely redacted, the parties must file the document 

under seal together with a copy of this protective order. If a document is 

filed under seal, it may be disclosed to the parties or people under 

paragraph 2.d. In addition, if a party intends to submit a filing (such as a 

brief or motion) that incorporates sensitive personal information in the 

written text, the party must: (1) file a version clearly labeled “under seal,” 

with the sensitive personal information subject to this protective order 
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noted by brackets, bold typeface, or other clear indications; and (2) file a 

public redacted version that removes the sensitive personal information.

When filing documents under seal or redacting sensitive personal 

information in filings, the parties are directed to follow Rule 151(e), 17 

C.F.R. § 201.151(e); the Office of the Secretary’s online instructions, 

https://www.sec.gov/efapdocs/instructions.pdf; and part II of the 

instructions for parties on the website of the Office of Administrative Law 

Judges, https://www.sec.gov/alj/alj-instructions-for-parties.pdf.

7. This protective order will not:

a. Operate as an admission by any party that any particular document 

or other discovery material in fact contains sensitive personal 

information;

b. Prejudice in any way the right of a party to seek a determination from 

the presiding administrative law judge of whether any material is or 

should be subject to the terms of this protective order;

c. Prevent a Respondent’s or non-party’s disclosure of its own sensitive 

personal information; or

d. Prejudice in any way the right of any party to apply to the presiding 

administrative law judge for a further protective order relating to any 

other confidential information or sensitive personal information.

8. Nothing in this protective order will preclude the parties from offering 

sensitive personal information into evidence at the hearing of this action 

or in any other proceeding in this action, subject to the restrictions set 

forth in this protective order.

9. This protective order will survive the termination of the litigation. Unless 

otherwise agreed or ordered, this protective order will remain in force after 

dismissal or entry of final judgment not subject to further appeal.

10. Within 60 days after dismissal or entry of final judgment not subject to 

further appeal, all investigative-record materials, including copies of such 

documents, must be returned to the Division unless: (1) the document has 

been offered in evidence; or (2) the Division agrees to destruction in lieu of 

return. Notwithstanding the above requirement to return or destroy 

investigative-record materials, counsel may retain attorney work product, 

including an index that refers or relates to documents containing sensitive 

personal information, so long as that work product does not duplicate 

verbatim substantial portions of the text or images of such documents. 

This portion of the work product containing sensitive personal information
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will continue to be protected under the terms of this protective order. An 

attorney may use his or her work product in a subsequent litigation 

provided that its use does not disclose or use documents containing 

sensitive personal information.

11. All sensitive personal information received by the Respondents will only 

be used for the sole purpose of defending this proceeding. No sensitive 

personal information may be used by the Respondents for any other 

purposes, including any litigation, arbitration, or any other proceeding, or 

for any commercial purpose.

12. This protective order will be subject to modification by the presiding 

administrative law judge on his or her own motion or on motion of a party 

or any other person with standing concerning the subject matter.

13. This protective order will take effect when entered and will be binding 

upon the Division of Enforcement, all Respondents, Respondents’ counsel, 

and people made subject to this protective order by its terms.

/s/ James E. Grimes

Administrative Law Judge