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AMENDED CONSOLIDATED COMPLAINT 12 V Case 5:19-cv-04618-LHK Document 113 Filed 03/22/21 Page 1 of 168 1 Joseph Creitz (Cal. Bar No. 169552) CREITZ & SEREBIN LLP 2 100 Pine Street, Suite 1250 San Francisco, CA 94111 3 [email protected] Telephone: (415) 466-3090 4 Facsimile: (415) 513-4475 5 Attorneys for Plaintiffs 6 7 UNITED STATES DISTRICT COURT 8 NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION 9 10 WINSTON R. ANDERSON, CHRISTOPHER M. Case No: 5:19-cv-04618-LHK SULYMA, and all others similarly situated, (Consolidated with No. 15-cv-04977-NC 11 & No. 16-cv-00522) Plaintiffs, 12 AMENDED CONSOLIDATED COMPLAINT v. 13 INTEL CORPORATION INVESTMENT CLASS ACTION POLICY COMMITTEE, INTEL RETIREMENT 14 PLANS ADMINISTRATIVE COMMITTEE, FINANCE COMMITTEE OF THE INTEL 15 CORPORATION BOARD OF DIRECTORS, 16 CHRISTOPHER C. GECZY, RAVI JACOB, DAVID S. POTTRUCK, ARVIND SODHANI, 17 RICHARD TAYLOR, TERRA CASTALDI, RONALD D. DICKEL, TIFFANY DOON 18 SILVA, TAMI GRAHAM, CARY KLAFTER, STUART ODELL, CHARLENE 19 BARSHEFSKY, SUSAN L. DECKER, JOHN J. 20 DONAHOE, REED E. HUNDT, JAMES D. PLUMMER, FRANK D. YEARY, STACY 21 SMITH, ROBERT H. SWAN, TODD UNDERWOOD, AND GEORGE S. DAVIS 22 Defendants, 23 and 24 INTEL 401(K) SAVINGS PLAN and INTEL RETIREMENT CONTRIBUTION PLAN, 25 Nominal Defendants. 26 27 28 Anderson v. Intel Amended Consolidated Complaint Case No. 5:19-cv-04618-LHK 1 Case 5:19-cv-04618-LHK Document 113 Filed 03/22/21 Page 2 of 168 1 TABLE OF CONTENTS 2 I. NATURE OF THE ACTION ............................................................................................................ 1 3 II. JURISDICTION AND VENUE ....................................................................................................... 6 4 III. PARTIES ........................................................................................................................................ 6 5 A. PLAINTIFFS ................................................................................................................ 6 6 B. DEFENDANTS ............................................................................................................ 7 7 IV. CLASS ALLEGATIONS ............................................................................................................. 18 8 A. Numerosity and Impracticability of Joinder ............................................................... 18 9 B. Commonality............................................................................................................... 19 10 11 C. Typicality .................................................................................................................... 20 12 D. Adequacy .................................................................................................................... 21 13 E. Rule 23(b)(1) ............................................................................................................... 21 14 F. Rule 23(b)(2) ............................................................................................................... 22 15 G. Rule 23(b)(3) ............................................................................................................... 22 16 V. FACTUAL ALLEGATIONS ........................................................................................................ 23 17 A. Overview of the Plans and the Intel Investment Options ........................................... 23 18 1. The 401(k) Savings Plan ................................................................................. 23 19 2. The Retirement Contribution Plans ................................................................ 26 20 3. The Target Date Funds and the Global Diversified Funds ............................. 29 21 a. The Intel Funds ................................................................................... 29 22 b. The Master Trust Investment Accounts .............................................. 30 23 c. Substantial Increases in Allocations to Non-Traditional Asset 24 Class Accounts Beginning in 2009 ..................................................... 35 25 4. Fiduciary Responsibilities of the Investment Committee Defendants ............ 38 26 B. Benchmarking Investments in Defined Contribution Plans ........................................ 39 27 C. The Investment Committee Defendants Subjected the Plans and Participants 28 to Unnecessary and Imprudent Expenses ................................................................... 41 Anderson v. Intel Amended Consolidated Complaint Case No. 5:19-cv-04618-LHK i Case 5:19-cv-04618-LHK Document 113 Filed 03/22/21 Page 3 of 168 1 D. The Investment Committee Defendants Failed to Monitor and Replace the Asset Allocation Models and Allocation Percentages for the Intel Funds ................. 69 2 3 1. Excessive Allocations to the Non-Traditional Investment Accounts ............. 69 4 2. Deviation from Professional Standards for Target Date Funds and Balanced Funds ............................................................................................... 78 5 3. The Investment Committee Imprudently Invested the TDFs In Hedge 6 Funds ............................................................................................................... 84 7 4. Significant Investment in Hedge Funds and Private Equity Are Generally Not Suitable For Balanced Funds .................................................. 88 8 9 5. Risks and Costs of Hedge Funds and Private Equity ...................................... 89 10 a. Hedge Funds. ...................................................................................... 89 11 (1) Valuation Risk. ....................................................................... 89 12 (2) Investment Risk. ..................................................................... 91 13 (3) Lack of Liquidity. ................................................................... 91 14 (4) High Fees. ............................................................................... 92 15 (5) Lack of Transparency. ............................................................ 94 16 (6) Operational Risks. ................................................................... 95 17 b. Private Equity. ..................................................................................... 97 18 (1) High Fees, Hidden Fees, and Inflated Fees. ............................ 97 19 (2) Valuation and Reporting. ...................................................... 101 20 6. Opaque Disclosures ...................................................................................... 101 21 7. The Conflicted & Divergent Interests of the Investment Committee 22 Defendants .................................................................................................... 103 23 a. The Investment Committee Defendants Invested the Plans’ 24 Assets in Investments Provided by Companies with Which Intel Capital Partnered to Invest in Third-Party Companies 25 Such as Technology Startups ............................................................ 103 26 b. The Investment Committee Invested the Intel Plans’ Assets in Hedge Funds to Benefit Intel and Intel Capital’s Investment in 27 Companies with Which Intel and Intel Capital Were 28 Conducting Business ......................................................................... 107 Anderson v. Intel Amended Consolidated Complaint Case No. 5:19-cv-04618-LHK ii Case 5:19-cv-04618-LHK Document 113 Filed 03/22/21 Page 4 of 168 1 c. The Investment Committee Defendants Failed to Consider and Address the Interest of Participants in Lower Pay Grades in 2 Connection with the Offset Arrangement Between the DB Plan 3 and the Retirement Contribution Plan ............................................... 109 4 8. Underperformance of the Non-Traditional Investments Accounts ............... 111 5 9. The Ongoing Failure of Fiduciaries of the Plans to Conduct an Appropriate Investigation ............................................................................. 113 6 a. The Performance of the Plans’ Hedge Funds Portfolio in 2008 7 Was Poor. .......................................................................................... 113 8 b. The Intel Fiduciaries Should Have Been Aware or Discovered 9 Reports Published Both Before 2011 and After 2011 Undermining the Value of Hedge Funds. ......................................... 114 10 (1) Before 2011 ........................................................................... 114 11 (2) In 2011 and After .................................................................. 121 12 E. The Administrative Committee Defendants Made Inadequate Disclosures 13 About the Intel Funds and Provided Misinformation About Participants’ 14 Accounts and the Intel Funds .................................................................................... 126 15 1. Quarterly Statements Issued for Participants’ Plan Accounts ...................... 129 16 2. “Fact Sheets” for the Intel TDFs ................................................................... 132 17 3. Summary Plan Descriptions .......................................................................... 134 18 4. “Intel Retirement Plans Hedge Fund Portfolio Fact Sheets” ........................ 136 19 VI. CLAIMS FOR RELIEF .............................................................................................................. 137 20 COUNT I .............................................................................................................................. 137 21 COUNT II ............................................................................................................................
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