** CONFIDENTIAL **

1 IN THE UNITED STATES DISTRICT COURT

 FOR THE NORTHERN DISTRICT OF ILLINOIS

2 EASTERN DIVISION

3 CASE NO. 1:20-cv-03882

4

5 MICHAEL WACHALA, et al., )

 )

6 Plaintiffs, )

 )

7 )

 -vs- )

8 )

 ASTELLAS US LLC, et al., )

9 )

 Defendants. )

10

11 CONFIDENTIAL VIDEOTAPED ZOOM

12 DEPOSITION OF JACQUELINE GOUGH

13 The deposition upon oral examination of

 JACQUELINE GOUGH, a witness produced and sworn

14 before me, Tracy Larimore, RPR, Notary Public in and

 for the County of Allen, State of Indiana, taken on

15 behalf of the Defendants, conducted remotely via

 Zoom, on the 20th day of August, 2021, scheduled to

16 commence at 8:00 a.m., CST pursuant to the Rule 30

 of the Federal Rules of Civil Procedure with written

17 notice as to time and place thereof.

18

19

20

21

22

23

24

25 Job No. CS4769178

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** CONFIDENTIAL **

1 A I talked about what the lawsuit was about, and

2 what it might mean to, to participate in the

3 lawsuit, that the time and effort it would mean,

4 and whether it was a significant concern that --

5 significant enough concern that I would want to

6 participate.

7 Q What do you recall telling your husband what the

8 lawsuit was about?

9 A It was about whether the funds that had been

10 invested on the part of Astellas's current and

11 former employees who had participated in the

12 plan, and whether they had been handled well,

13 whether they had -- the choice of investments

14 was appropriate and whether the, the management

15 had been appropriate.

16 Q And you also mentioned, you talked to him about

17 the time and effort. What did you tell him

18 about, you know, your understanding of the time

19 and effort that it would take for you to be a

20 named plaintiff in the case?

21 A That it would, it would be some effort. There

22 would be some time commitment to, to do some

23 work, to participate. And evaluating that

24 against the many things that we had ongoing at

25 the time.

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** CONFIDENTIAL **

1 Q And some work, you know, what, what does that

2 mean to you, like ballpark in, in hours?

3 A In hours? I, I didn't know in hours at the time

4 what it would take, but I understood it was

5 going to be several conversations with the legal

6 team and potential for this deposition, as well

7 as some effort to produce documents and answer

8 questions.

9 Q Did you, did you -- was it your understanding

10 that it would be a significant amount of time?

11 A It was not my understanding that it would be a

12 significant amount of time, but that it would

13 not be -- it would not be trivial.

14 Q And was it your understanding that there would

15 be some reward for the time you spent?

16 A There -- that is entirely up to the Court. I

17 was -- no expectation was created.

18 Q Is it your understanding at the time, or now,

19 that if the Court grants in your favor, you will

20 be compensated beyond just -- beyond as just a

21 member of the class?

22 A My understanding is that there is a potential

23 for that, but no guarantee. And it, and it, it

24 is not -- I'm not relying on that.

25 Q You're say -- you're -- just so I understand,

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** CONFIDENTIAL **

1 when you say you're not relying, you would have

2 joined as a named plaintiff regardless of

3 whether, whether there would be any additional

4 compensation for being a named plaintiff?

5 A Yes, that is true.

6 Q So how did you reach the conclusion that it was

7 worth your time and effort, even if, you know,

8 there is uncertainty that you would get anything

9 monetarily extra out of that time and effort?

10 A When, when there's the potential for people to

11 not be good conservators of money, people invest

12 for retirement, I -- I'm -- that concerns me.

13 Like many others, I don't spend a lot of time

14 watching what happens with my retirement funds.

15 I rely on the people who are hired to do that to

16 do a good job. And so if they aren't living up

17 to their obligations, then that's a concern.

18 And so I feel that that should be called out.

19 Q So it's your position that the individuals with

20 responsibility to manage the Astellas 401(k)

21 plans were not good conservators of that

22 retirement plan?

23 A I believe that's what the lawsuit alleges, yes.

24 Q Did you believe that though, yourself?

25 A Yes.

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** CONFIDENTIAL **

1 A I do not recall.

2 Q Do you recall if you were invested in any of the

3 funds that are being challenged in this case?

4 A I don't believe I am, I did -- to the best of my

5 recollection, I am not involved in those

6 specific funds.

7 Q Do you think it's important as a named plaintiff

8 to be invested in one of the funds that's being

9 challenged in the case?

10 MR. BUMB: Objection.

11 A I think it's important to be invested in the

12 plan, because it's the plan as a whole that

13 matters.

14 Q And if, if you were not invested in any of the

15 funds that's being challenged in the Complaint,

16 what's your understanding to how the outcome of

17 this -- this lawsuit could affect you

18 personally?

19 A If I'm not part of those specific funds, I still

20 believe that there's a management fee component

21 to this, but, ultimately, I am not in this for

22 great monetary gain, I'm in this because it's

23 the right thing to do.

24 Q And what do you mean by a "management fee"?

25 A The, the cost of managing the funds represented.

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** CONFIDENTIAL **

1 this marks the beginning of Media Unit Number 4.

2 You may proceed. Thank you.

3 BY MR. BLOCK:

4 Q Let's shift now to talking about sort of your

5 adequacy as a class representative.

6 So first question, sort of following up on

7 what we just discussed is: Why do you think

8 that you're in a good position to represent the

9 class in this case?

10 A I am a plan participant. I have been a plan

11 participant since 2018. I remain a plan

12 participant, and so I'm still impacted by

13 decisions that the defendants make about the

14 plan.

15 Q Do you think that you can adequately represent

16 people who invest in the Aon Funds when you,

17 yourself, never invested in the Aon Fund?

18 MR. BUMB: Objection.

19 A I think I can adequately represent employees and

20 former employees who have invested in the plan

21 as a whole, whether it was with an Aon Fund or a

22 non-Aon Fund.

23 Q Do you think that you can adequately represent

24 people who allege to be in the higher-cost share

25 class, if it is true that you, yourself, was

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** CONFIDENTIAL **

1 never in a fund that was in a supposedly

2 higher-cost share class?

3 A So --

4 MR. BUMB: Objection.

5 A -- again, I'm, I'm representing the totality of

6 investors. That, that is my role as a class

7 representative. It's not just people who match

8 my particular investment experience.

9 Q And why do you think it is that, you know, you

10 can represent someone who, who was, you know,

11 affected by allegations in the Complaint that

12 you weren't affected by?

13 A I -- I'm -- I remain affected by the, the

14 decisions and the -- the management decisions,

15 the oversight decisions made about the plan as a

16 whole. And so I, I am still part of the class

17 of affected individuals.

18 Q Okay. So what do you understand your duties as

19 a class representative to be?

20 A My duties are to be available to answer

21 questions, to answer the interrogatories, to

22 provide documents as required, to participate in

23 this deposition, and if required, should it go

24 to trial, to participate in the trial.

25 Q I think the first thing you said was answer

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** CONFIDENTIAL **

1 that?

2 A Correct.

3 Q Is it one of your duties to stay apprised of the

4 litigation?

5 A Yes, which I would rely on my attorneys to keep

6 me apprised.

7 Q So have you stayed apprised of the litigation?

8 A To the best of my ability, yes.

9 Q And how have you done so?

10 A Through routine conversations with my lawyer.

11 Q Do you think it's important for you to stay

12 apprised of what's happening in the litigation?

13 A I think it's important to know if anything

14 further is required of me, but I, I don't think

15 the case is going to hinge on whether or not I'm

16 aware of anything associated with the

17 litigation.

18 Q Because your job is to -- as a class

19 representative, is to monitor your lawyers, not

20 run the case; is that right?

21 MR. BUMB: Objection.

22 A Say that again?

23 Q Yeah.

24 Because your job, as class representative,

25 is to monitor the lawyers on behalf of the

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** CONFIDENTIAL **

1 someone who's monitoring to understand, you

2 know, the main takeaways from that [inaudible]

3 document?

4 A I'm, I'm understanding the main takeaways from

5 the document when I review it, but I usually

6 have follow-up questions to my legal team to, to

7 understand what the document is saying and

8 making sure that I understand what the intent

9 is.

10 Q So, so when you're monitoring your

11 lawyers -- strike that.

12 When you're monitoring someone like your

13 lawyers, who are working in a fiduciary

14 capacity, your obligation is not to recreate the

15 work that the fiduciary has done, but just to,

16 you know, understand it and check that the

17 process makes sense?

18 MR. BUMB: Objection.

19 A The intent is to understand that thought went

20 into the, the decisions about how to move

21 forward; that, that options were considered;

22 that, that they did the, the work to make a good

23 decision. It's not important that I understand

24 everything about the content of the work, but

25 that I have done -- that I've asked the right

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** CONFIDENTIAL **

1 questions to make sure that they have done the

2 work appropriately.

3 Q All right. Because if you were going to do the

4 work yourself, there would be no reason to

5 hire --

6 A No.

7 Q Speaking of hiring, before you hired Schlichter

8 Bogard & Denton, did you evaluate any other

9 lawyers to represent you in this matter?

10 A I did not.

11 Q Why not?

12 A The -- because I joined the lawsuit already in

13 progress. They were already the lawyers of

14 record for the lawsuit, and they have a

15 excellent reputation in this arena.

16 Q How do you know if you have adequate repris- --

17 representation without comparing the lawyers to

18 other lawyers?

19 A It is based on experience. It's based on

20 answers to my questions, about how this works,

21 and how to proceed. It's, it's based on

22 ascertaining if they understand how to do a good

23 job.

24 Q And you mentioned one of the things that you

25 relied on was the reputation of your lawyers.

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** CONFIDENTIAL **

1 STATE OF INDIANA )

 ) SS:

2 COUNTY OF ALLEN )

3 I, Tracy L. Larimore, a Registered

 Professional Reporter and Notary Public in and for

4 the County of Allen, State of Indiana at large, do

 hereby certify that JACQUELINE GOUGH, the deponent

5 herein, was by me first duly sworn to tell the

 truth, the whole truth, and nothing but the truth in

6 the aforementioned matter;

7 That the foregoing deposition was taken on

 behalf of the Defendants, taken remotely via Zoom,

8 on the 20th day of August, 2021, commencing at the

 hour of 8:00 a.m. CST, pursuant to the Rules;

9

 That said deposition was taken down

10 stenographically and transcribed under my direction,

 and that the typewritten transcript is a true record

11 of the testimony given by the said deponent; and

 thereafter presented to said deponent for her

12 signature;

13 That the parties were represented by their

 counsel as aforementioned.

14

 I do further certify that I am a

15 disinterested person in this cause of action; that I

 am not a relative or attorney of any party, or

16 otherwise interested in the event of this action,

 and am not in the employ of the attorneys for any

17 party.

18 IN WITNESS WHEREOF, I have hereunto set my

 hand and affixed my notarial seal this 2nd day of

19 September, 2021.

20

21 <%21172,Signature%>

 Tracy L. Larimore

22 Seal

 Notary Public, State of Indiana

23 Commission No. 657233

 My Commission Expires August 21, 2022

24

25

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