AFFIDAVIT OF NELLA DOMENICI

I, Nella Domenici, being fully sworn, depose and state as follows:

am over 21 years of age and am competent to make this Af?davit. I have
personal knowledge of the facts stated in this af?davit, they are true and correct to the best of my
knowledge, and if called to testify, I would testify to the same.

1. I am the Chief Financial Of?cer for Bridgewater Associates, LP (?Bridgewater?)
and in that role I have responsibility for supervising the compilation and preparation of

information and documents provided to the Teacher Retirement System of Texas 

2. I am familiar with the documents currently subject to a Public Information Act
request received by TRS from The New York Times (the ?Times?? on April 12, 2017. These
documents contain information that constitutes private, valuable and commerciallyusensitive
trade secrets that, if disclosed, would substantially harm Bridgewater?s ability to compete in the

marketplace.

3. Bridgewater began investment operations in 1975, initially providing consulting
services in global markets. In 1985, we began managing assets for institutional investors, which
has been our core focus ever since. As of December 31, 2016, Bridgewater managed
approximately $161 billion for a wide array of institutional clients globally, including: public and
corporate pension funds, university endowments, charitable foundations, supranational agencies,
foreign governments, and central banks. The entirety of our business is focused on developing
strategic relationships with the world?s largest institutional investors. Beyond managing
portfolios for approximately 350 clients, Bridgewater offers significant analytical resources to
our 'clients, with the goal of being as impact?il as we can on their most important strategic

initiatives and questions.

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4. Throughout our 40?year history, Bridgewater has been recognized as a top-
performing manager by investing signi?cant time and resources into innovation. Bridgewater?s
innovations have changed how investing is done in several ways. We pioneered the separation of
alpha and beta as an approach to portfolio management. We were one of the founders of the
modern form of currency overlay management. We advised the US. Treasury on the creation of
the Treasury In?ation-Protected Securities market, and did similar work with the
French Tr?sor. In recognition of our industry-leading history, Bridgewater has received over 70
industry awards and various recognitions in the past 10 years; including awards for industry
innovation, performance, quality of research, client service and client satisfaction, quality lof
operations and operational infrastructure. Bridgewater received industry recognitions for
performance, innovation, and institutional portfolio management in 2015, in addition to being,

named best investment management ?rm and top workplace

5. Bridgewater is registered as an Investment Adviser with the Securities and
Exchange Commission and is also registered with the Commodities Futures Trading
Commission and National Futures Association, as well as with certain international regulators.
Despite these registrations with regulatory authorities, as a privately?held company

Bridgewater?s financial information is not publicly available.

6. The investment management industry is ?ercely competitive. Clients have
multiple managers to choose from and regularly require companies to compete aggressively with
one another for business. Bridgewater usually competes with numerous other investment

. managers when it pursues business from a potential client.

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7. Bridgewater is a privately owned company and takes extraordinary measures to
protect the con?dentiality of information such as that which is included in the requested
documents. Not only is the information kept con?dential with respect to the public at large, it is
not even openly disseminated within Bridgewater. In point of fact, even most of the
shareholders of our ultimate parent company do not receive copies of our ?nancial statements.
All Bridgewater employees have a con?dentiality provision in their employment agreements.
Each of Bridgewater?s of?ces has round?the-olock security guards. All exterior doors are
accessed only through badge entry and many departments, including our Finance department
where the requested documents are prepared, have limited access to the employees working in
those areas. Bridgewater maintains its own secure IT network. All computers, PCs and laptops,
are password protected and accessible only by the authorized employee or necessary supervisor.
Access to Bridgewater?s electronic database on which the documents are stored is password

protected.

8. Prior to its investment in Bridgewater, TRS signed a con?dentiality and non-
disclosure agreement. Further, the Amended and Restated Subscription Agreement that governs
the investment contains a comprehensive con?dentiality provision, precluding TRS from
disclosing any information pertaining to its investment in Bridgewater except to the extent such
information is subject to ?mandatory public access and disclosure?. TRS is still bound by these
agreements, and is not ?ee to divulge the information contained in the documents that have been
requested by the Times as they are, for the reasons set forth in our accompanying memorandum
of law as well as own letter brief, not subject to mandatory disclosure. Bridgewater has

taken all steps possible to protect its information to the fullest extent of the law.

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9. Absent improper disclosure, the information contained in the requested
documents could not be ascertained or duplicated, and could not be properly acquired by
competitors or could obtain economic value from its use or disclosure. Bridgewater
is not a publicly-traded company, so the information contained in the requested documents is not

available from any public ?lings or disclosures.

10. Con?dential information contained in the requested documents is not known or
used by Bridgewater?s competitors. Given the highly competitive nature of the investment
management industry and the number of competitors, disclosure of this highly sensitive I
con?dential information would give Bridgewater?s competitors an unfair advantage in the
marketplace. Examples of information that would become available to our competitors if the
requested information were to be publicly disclosed includes our:

a. fee structure, including the composition of our revenue broken down
between ?xed management fees and performance fees;

b. litigation exposure;

c. compensation and bene?ts structure;

(1. stockholder agreement information;

e. related party information;

f. debt structure, including sensitive, non?public information pertaining to

our existing ?nancing;

g. information pertaining to key personnel, including retirement and
retention related matters;

h. strategic investments;
i. level of investment in security measures and proprietary software; and
j. shareholder distribution information.

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1-1. In the management industry; it. is critical that-managers maintain the
con?dentiality of client information;- It could place Bridgcwater at? a distihct competitive-
disadvantage if a puinc release of its own con?dential ?namial infb?n-ation Created concern
among its Current and potential clients that BridgeWater was. incapable. of." maintail?ng. the-

necessary I_eve1 of'con?dentialilty,

1'2. IfBridgewafefs valuabletrade secret; inferination were: subject to diScIOsure; by a
public: records: request Such as the? request at iss?e hue, parties such as TRS would' also. be
ultimately banned. Bridgewater, and we: others like. it, Would be reluet?ant,_
if not unwil?hg, to Share; their? most sensitive ih?fOrmatien. In. this? partiCulat' instance, it. 'WQt?d
diree?y harm TRSand its} retiree members because any ?nancial damage to'Bridgewater would

lower-the income and reduce the value of interest.

13'. For the. reasons stated: abOVe, diseIoSur'e of the Con?dential the-
requested damage B'ridgeWater and. it's- Ciomple??i?fe'IJoisi?jOn' in the:
marketplace.?

Further, Af?antsayethnaught. Dated atWejstport;. CT this day ofJune; 201379?

 

 

NELLADOMENICI, (21:0

"Subscribed and sworn before me
on thi-s 5th day of June 2017,

   
   
 
  
    

 

Tma (339916110 .
34915:? S?ub?c- State 01? Cemectieut

Commissim No. ?42864 
My commissm Expires 99130

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