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Hearing Date: August 9, 2017 at 9:30 a.m. (prevailing Eastern Time)
Objection Deadline: July 28, 2017 at 4:00 p.m. (prevailing Eastern Time)

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
------------------------------------------------------------------------- x
:
In re:
:
:
THE FINANCIAL OVERSIGHT AND
: PROMESA
MANAGEMENT BOARD FOR PUERTO RICO,
: Title III
:
as representative of
: Case No. 17-BK-3283 (LTS)
:
THE COMMONWEALTH OF PUERTO RICO et al.,
: (Jointly Administered)
:
:
Debtors.1
------------------------------------------------------------------------- x
NOTICE OF HEARING ON MOTION OF OFFICIAL COMMITTEE OF UNSECURED
CREDITORS FOR ORDER, UNDER BANKRUPTCY RULE 2004, AUTHORIZING
DISCOVERY PROGRAM WITH RESPECT TO CERTAIN CAUSES OF
PUERTO RICO FINANCIAL CRISIS
PLEASE TAKE NOTICE that a hearing on the Motion of Official Committee of
Unsecured Creditors for Entry of Order Under Bankruptcy Rule 2004 Authorizing Discovery
Program With Respect to Certain Causes of Puerto Rico Financial Crisis (filed July 21, 2017)
(the “Motion”), will be held before the Honorable Laura Taylor Swain, United States District
Court Judge, at the United States District Court for the District of Puerto Rico, in Room 3, 150
Carlos Chardón Street, Federal Building, Office 150, San Juan, Puerto Rico 00918-1767 on
August 9, 2017 at 9:30 a.m. (Prevailing Eastern Time) (the “Hearing”).
PLEASE TAKE FURTHER NOTICE that any responses or objections (“Objections”)
to the Motion shall be in writing, shall conform to the Federal Rules of Bankruptcy Procedure
1

The Debtors in these title III cases, along with each Debtor’s respective title III case number listed as a bankruptcy
case number due to software limitations and the last four (4) digits of each Debtor’s federal tax identification
number, as applicable, are the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. 17-BK-3283 (LTS)) (Last
Four Digits of Federal Tax ID: 3481), (ii) Employees Retirement System of the Government of the
Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17-BK-3566(LTS)) (Last Four Digits of Federal
Tax ID: 9686), (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK3567 (LTS)) (Last Four Digits of Federal Tax ID: 3808), and (iv) Puerto Rico Sales Tax Financing Corporation
(“COFINA”) (Bankruptcy Case No. 17-BK-3284 (LTS)) (Last Four Digits of Federal Tax ID: 8474).

1

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and the Local Bankruptcy Rules for the District of Puerto Rico, shall be filed with the Court (a)
by attorneys practicing in the District Court, including attorneys admitted pro hac vice,
electronically in accordance with rule 5 of the Local Rules for the District of Puerto Rico (the
“Local District Court Rules”), and (b) by all other parties in interest, on a CD-ROM, in textsearchable portable document format (PDF), to the extent applicable, and shall be served in
accordance with the First Amended Case Management Procedures (Docket No. 262-1), so as to
be so filed and received no later than July 28, 2017 at 4:00 p.m. (Eastern Time) (the
“Objection Deadline”).
PLEASE TAKE FURTHER NOTICE that if an Objection to the Application is not
received by the Objection Deadline, the relief requested shall be deemed unopposed, and the
District Court may enter an order granting the relief sought without a hearing pursuant to the
First Amended Case Management Procedures.

Dated: July 21, 2017
San Juan, Puerto Rico

/s/ G. Alexander Bongartz

.

PAUL HASTINGS LLP
Luc. A. Despins, Esq. (Pro Hac Vice)
James R. Bliss, Esq. (Pro Hac Vice)
James B. Worthington, Esq. (Pro Hac Vice)
G. Alexander Bongartz, Esq. (Pro Hac Vice)
200 Park Avenue
New York, New York 10166
Telephone: (212) 318-6000
lucdespins@paulhastings.com
jamesbliss@paulhastings.com
jamesworthington@paulhastings.com
alexbongartz@paulhastings.com
Proposed Counsel to the Official Committee of
Unsecured Creditors
- and –

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/s/ Juan J. Casillas Ayala

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.

CASILLAS, SANTIAGO & TORRES LLC
Juan J. Casillas Ayala, Esq., USDC - PR 218312
Diana M. Batlle-Barasorda, Esq., USDC - PR 213103
Alberto J. E. Añeses Negrón, Esq., USDC - PR 302710
Ericka C. Montull-Novoa, Esq., USDC - PR 230601
El Caribe Office Building
53 Palmeras Street, Ste. 1601
San Juan, Puerto Rico 00901-2419
Telephone: (787) 523-3434
jcasillas@cstlawpr.com
dbatlle@cstlawpr.com
aaneses@cstlawpr.com
emontull@cstlawpr.com
Proposed Replacement Local Counsel to the Official
Committee of Unsecured Creditors

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Hearing Date: August 9, 2017 at 9:30 a.m. (prevailing Eastern Time)
Objection Deadline: July 28, 2017 at 4:00 p.m. (prevailing Eastern Time)

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
------------------------------------------------------------------------- x
:
In re:
:
:
THE FINANCIAL OVERSIGHT AND
: PROMESA
MANAGEMENT BOARD FOR PUERTO RICO,
: Title III
:
as representative of
: Case No. 17-BK-3283 (LTS)
:
THE COMMONWEALTH OF PUERTO RICO et al.,
: (Jointly Administered)
:
:
Debtors.1
------------------------------------------------------------------------- x
MOTION OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ORDER,
UNDER BANKRUPTCY RULE 2004, AUTHORIZING DISCOVERY PROGRAM WITH
RESPECT TO CERTAIN CAUSES OF PUERTO RICO FINANCIAL CRISIS
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure (the
“Bankruptcy Rules”), made applicable to the above-captioned cases by section 310 of the Puerto
Rico Oversight, Management, and Economic Stability Act (“PROMESA”),2 the Official
Committee of Unsecured Creditors of the Commonwealth of Puerto Rico (and other title III
debtor(s) (if any) for which it acts as the official committee of unsecured creditors) (the
“Committee”) hereby requests authorization to pursue a program of investigation with respect to
certain causes of the Puerto Rico Financial crisis, and in particular the role of public and private
financial institutions in the structuring, underwriting, repackaging, and selling of the debt
obligations that are now burdening Puerto Rico (the “Discovery Program”), beginning with
1

The Debtors in these title III cases, along with each Debtor’s respective title III case number listed as a bankruptcy
case number due to software limitations and the last four (4) digits of each Debtor’s federal tax identification
number, as applicable, are the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. 17-BK-3283 (LTS)) (Last
Four Digits of Federal Tax ID: 3481), (ii) Employees Retirement System of the Government of the
Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17-BK-3566(LTS)) (Last Four Digits of Federal
Tax ID: 9686), (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK3567 (LTS)) (Last Four Digits of Federal Tax ID: 3808), and (iv) Puerto Rico Sales Tax Financing Corporation
(“COFINA”) (Bankruptcy Case No. 17-BK-3284 (LTS)) (Last Four Digits of Federal Tax ID: 8474).

2

PROMESA has been codified at 48 U.S.C. § 2101-2241.

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targeted document requests (collectively, the “Document Requests”3) to Santander Securities
LLC (“Santander Securities”), Santander Asset Management LLC (“Santander Asset
Management”), Banco Santander Puerto Rico (“Banco Santander Puerto Rico,” and, collectively
with Santander Asset Management and Santander Securities, the “Santander Entities”), Popular,
Inc. (“Popular”), Popular Securities LLC (“Popular Securities”), and Banco Popular de Puerto
Rico (“Banco Popular,” and, collectively with Popular and Popular Securities, the “Banco
Popular Entities”) and the Government Development Bank for Puerto Rico (the “GDB”) (the
GDB, Santander Entities and Banco Popular Entities are referred to herein as the “Puerto Rico
Financial Institutions”). Until 2015, the GDB served as the fiscal agent and financial advisor to
the Commonwealth of Puerto Rico (the “Commonwealth”) and its agencies. The Discovery
Program is not targeted at the current activities of the GDB and/or its successor, AAFAF.
JURISDICTION AND VENUE
1.

The United States District Court for the District of Puerto Rico (the “Court”) has

subject matter jurisdiction over this matter pursuant to PROMESA section 306(a).
2.

Venue is proper pursuant to PROMESA section 307(a).

3.

Relief is requested pursuant to Bankruptcy Rule 2004, made applicable to these

title III cases by PROMESA section 310.

3

Copies of the Document Requests are attached to this Motion as Exhibits B to H, as follows: (1) Ex. B, Request
for Documents from the Committee of Unsecured Creditors of the Commonwealth of Puerto Rico to Popular,
Inc.; (2) Ex. C, Request for Documents from the Committee of Unsecured Creditors of the Commonwealth of
Puerto Rico to Banco Popular de Puerto Rico; (3) Ex. D, Request for Documents from the Committee of
Unsecured Creditors of the Commonwealth of Puerto Rico to Popular Securities LLC; (4) Ex. E, Request for
Documents from the Committee of Unsecured Creditors of Puerto Rico to Santander Securities LLC; (5) Ex. F,
Request for Documents from the Committee of Unsecured Creditors of Puerto Rico to Banco Santander Puerto
Rico; (6) Ex. G, Request for Documents from the Committee of Unsecured Creditors of Puerto Rico to
Santander Asset Management; (7) Ex. H, Request for Documents from the Committee of Unsecured Creditors
of Puerto Rico to the Government Development Bank for Puerto Rico.

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BACKGROUND
4.

On May 3, 2017, the Financial Oversight and Management Board for Puerto Rico

(the “Oversight Board”) commenced a title III case for the Commonwealth of Puerto Rico by
filing a voluntary petition for relief pursuant to PROMESA section 304(a) (the “Commonwealth
Title III Case”). Thereafter, the Oversight Board commenced title III cases (together with the
Commonwealth Title III Case, the “Title III Cases”) for each of COFINA, the Employees
Retirement System for the Commonwealth of Puerto Rico, the Puerto Rico Highways and
Transportation Authority, and the Puerto Rico Electric Power Authority (collectively, and
together with any other Commonwealth instrumentalities that file title III cases, the “Debtors”).4
5.

By order dated June 29, 2017, the Court approved the joint administration of the

title III cases of the Commonwealth, COFINA, the Employees Retirement System for the
Commonwealth of Puerto Rico, and the Puerto Rico Highways and Transportation Authority
(together, the “Jointly Administered Cases”) [Docket No. 537].
6.

On June 15, 2017, the Office of the United States Trustee for the District of

Puerto Rico (the “U.S. Trustee”) filed a Notice Appointing Creditors Committee for Unsecured
Creditors [Docket No. 338]. The members of the Committee are the American Federation of
Teachers, Drivetrain, LLC as the Creditors’ Trustee for Doral Financial Corporation, Genesis
Security Services, Inc., Puerto Rico Hospital Supply, Service Employees International Union,
Total Petroleum Puerto Rico Corp., and the Unitech Engineering Group, S.E.
RELATIONSHIP AMONG SANTANDER ENTITIES, BANCO POPULAR ENTITIES,
GDB, AND DEBTORS’ FISCAL CRISIS
7.

As this Court is well aware, the Commonwealth and its related entities and

instrumentalities entered into hundreds of bond issuances for tens of billions of dollars which led
4

Unless otherwise indicated, references to docket numbers shall be to the docket of the Commonwealth Title III
Case.

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to the current financial crisis. These total in excess of $73 billion, including billions of dollars of
debt held on the island of Puerto Rico itself. The various governmental entities issuing this debt
did not act alone. Instead, they were aided by banks, advisors, and other financial entities which
facilitated, approved of, and marketed this debt.
8.

It is the Committee’s duty to shed light on at least some of the causes of the

financial crisis, with a goal of determining whether any valuable causes of action exist and/or
whether the facts uncovered could lead to the disallowance or subordination of certain claims.
The people of Puerto Rico, and more importantly the unsecured creditors in the Title III Cases,
deserve answers about what happened, and they deserve answers from an independent party with
the power to shine sunlight into the darkest corners of Puerto Rico’s public and private banking
institutions. Whatever the root causes of Puerto Rico’s economic difficulties, the borrowing of
more and more money to finance deficit spending and the payment of debt obligations with new
debt offerings (a practice which has been described as “scooping and tossing”) has brought
Puerto Rico to the edge of an economic abyss. Those borrowings, which relied on financing
structures which have been questioned, were orchestrated by the GDB (which served as the
financial advisor to the Commonwealth with regard to these borrowings and “participated in the
selection of the [u]nderwriters”5 of Commonwealth bonds) and facilitated by banks such as
Santander and Popular, which pocketed enormous fees for their multiple roles in the transactions
that have placed Puerto Rico under a huge debt load.
9.

Questions abound: What role did conflicts of interest (involving the GDB,

Santander, and Banco Popular) play in these debt transactions? Were certain transactions
structured to evade constitutional debt limits? What did the GDB and banks such as Santander
5

Official Statement for $3,500,000,000 in General Obligation Bonds of 2014, Series A, issued by
Commonwealth of Puerto Rico, p. 36 (March 11, 2014), available at
http://www.gdbpr.com/investors_resources/documents/CommonwealthPRGO2014SeriesA-FinalOS.PDF.

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and Popular know regarding the risks associated with these transactions, and when did they
know it? Did banks such as Santander and Popular knowingly or recklessly misrepresent the
risks associated with the Puerto Rico bonds they were selling to retail and other investors? Were
bonds foisted through improper means on Puerto Rico institutions such as the “cooperativas”?
Did banks such as Santander and Popular sell Puerto Rico bonds as a means of unloading risk
from their own balance sheets? Puerto Rico’s restructuring will never be complete if activities
by the island’s most important public and private financial institutions are not thoroughly
investigated and exposed to the light of day. In the famous words of Louis Brandeis,
“sunlight is said to be the best of disinfectants.”6
The Growth of Puerto Rico’s Debt Burden
10.

Puerto Rico’s public debt has nearly tripled since 2000, swelling from $24 billion

to $74 billion as successive administrations borrowed money to cover budgeted expenses that the
Commonwealth did not have the revenues to pay.7 With the onset of the recession in 2006,
Puerto Rico’s debt grew faster than the economy.
The Increasing Use of Financing Structures Which Have Been Questioned
11.

As Puerto Rico’s debt burden grew, so did the use of financing structures

incorporating features which have been questioned, such as capital appreciation bonds and
capitalized interest. Capital appreciation bonds are bonds in which no principal or interest is
paid until maturity, resulting in a higher principal-to-interest ratio than traditional bonds, while
capitalized interest is interest paid with borrowed funds.

6

Louis D. Brandeis, OTHER PEOPLE’S MONEY AND HOW THE BANKERS USE IT (1914).

7

Nathaniel Flannery, Will Puerto Rico Find A Way To Survive Its Debt Crisis?, FORBES (June 1, 2017);
Michael Fletcher, Puerto Rico, With At Least $70 Billion in Debt, Confronts a Rising Economic Misery,
WASH. POST (Nov. 30, 2013).

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But the development that may have contributed the most to Puerto Rico’s

exploding debt burden was the creation in 2006 of a special purpose entity, known by its Spanish
acronym as “COFINA,” which was purportedly independent of the Commonwealth but yet
“attached” to the GDB, officers of which serve as COFINA’s officers and directors. COFINA
was authorized by statute to issue bonds backed by a portion of the revenues generated by a
newly imposed Commonwealth sales and use tax (the “SUT”) and then use the proceeds of the
bonds to pay the Commonwealth’s “extraconstitutional debt” (bonds for which payment is
subject to annual appropriation by the legislature). Over time, COFINA’s enabling statute was
amended to authorize the issuance of additional bonds, the proceeds of which could be used to
pay general Commonwealth expenses.
13.

Unlike the typical issuer of municipal “revenue bonds” such as a state

transportation or power authority, COFINA exists for no other purpose than to pay the
Commonwealth’s own debts and expenses with the proceeds of bonds secured with the
Commonwealth’s own tax revenues. Effectively, in creating the COFINA structure, the
Commonwealth may have “securitized” a portion of its general tax revenues using an “offbalance sheet” entity. The bonds issued by COFINA represent $17.88B (as of February 2017) of
Puerto Rico’s debt burden. Constitutional questions have been raised concerning the COFINA
structure, including whether the structure was created to evade Puerto Rico’s constitutional limits
on direct Commonwealth debt and the maturity of issued debt (COFINA debt had, in some cases,
maturity dates up to 40 years after issuance while the Puerto Rico constitution only permits 30
years for debt issued by the Commonwealth entities).8

8

Although bond counsel and the Puerto Rico Secretary of Justice issued letters opining that the COFINA
structure was legal, the validity and circumstances of those opinion letters remains to be investigated – the
Document Requests aim in part to begin this investigation.

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The Relationship Between COFINA and the GDB
14.

Notably, the structuring of COFINA means that it is closely intertwined with the

GDB—meaning that potential conflicts of interest which may have infected the GDB have direct
relevance to the legitimacy of COFINA-issued debt. For example, as noted in the 2009
amendments to Act 91 (which created COFINA in 2006), “COFINA shall be attached to the
[GDB],” the Board of Directors of COFINA shall be the Board of Directors of the GDB,” and
“COFINA shall have the same powers, rights and faculties granted to the GDB pursuant to the
provisions of its Constitutional Charter[.]” Similarly, COFINA bond resolutions from 2007,
2009, and 2011 all provide that notice to COFINA shall be sent “c/o” the GDB. Because the
legitimacy of COFINA-issued debt is one of the central issues in the Title III Cases, the
Document Requests aim to examine, among other things, potential conflicts of interest of
individuals at the GDB with responsibility over COFINA debt issuances.
The Continued Issuance of General Obligation Bonds
15.

Up until 2014, the Commonwealth also continued to issue general obligation

(“GO”) bonds backed by a pledge of the Commonwealth’s full, faith, credit, and taxing power.
Although the authorization to issue the 2014 GO bonds was accompanied by a certification of
compliance with Puerto Rico’s constitutional debt limits, allegations have been made that the
calculation of the debt-service limit should have included principal and interest payable on PBA
bonds, and that if amounts payable on the PBA bonds are included in the calculation, the
constitutional debt service limit would have been exceeded in 2011 and the 2014 GO bonds,
which added $3.5 billion to Puerto Rico’s debt burden, would have been illegally issued.9 The
Discovery Requests call for the production of documents and communication concerning the

9

Lex Claims, LLC v. Commonwealth of Puerto Rico, No. 16-2374 (D.P.R. March 18, 2017) [Docket # 219].

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Puerto Rico Financial Institutions’ understanding, analysis and calculation of the debt limit,
among other subjects.
Sales of Puerto Rico Bonds to Local Investors
16.

Of course, borrowing money through the issuance of bonds would not have been

possible without investors to buy them. Over the last two years, information has come to light
that raises questions regarding the bond sales practices of banks such as Santander and Popular.
For example, in 2015, Santander settled with the Financial Industry Regulatory Authority
(“FINRA”) allegations that it failed to change its internal risk assessment tool to account for the
downgrade of Puerto Rico’s GO bonds to “one notch above junk” in 2012.10 This risk
assessment tool was used by Santander’s sales representatives in making recommendations to
customers based on their risk tolerance.11 Santander continued to sell large volumes of these
bonds after the downgrade, including approximately $180 million to retail customers directly and
another $101 million through closed-end funds.12 At the same time that it was selling them to
customers, it has been alleged that Santander appeared eager to limit its own market exposure to
these bonds through an accelerated unloading of its inventory.13 As the FINRA press release
announcing the settlement noted:
Most notably, Santander did not review or assess the tool's [Puerto Rico
Municipal Bond] PRMB risk classifications following significant market
events such as the December 13, 2012, Moody's downgrade of certain
PRMBs to one level above junk. The day after the Moody's downgrade,
Santander stopped purchasing PRMBs that its Puerto Rican
10

Mary Williams Walsh, Santander to Pay $6.4 Million in Puerto Rico Bond Settlement, N.Y. TIMES (Oct. 13,
2015). FINRA noted that “Santander’s systems and procedures were inadequate because [] they did not require
the Firm to review or assess that its proprietary product risk-classification tool took into account the unique and
changed risks of investing in [Puerto Rico Municipal Bonds].” FINRA Letter of Acceptance, Waiver, and
Consent Case No. 20141355501, available at http://disciplinaryactions.finra.org/Search/ViewDocument/63590.

11

FINRA, Letter of Acceptance Waiver and Consent No. 201404135501, at 3.

12

Walsh, supra.

13

Id.

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customers wanted to sell and accelerated its efforts to reduce the
firm's inventory of PRMBs.14 (emphasis added)
As part of the same settlement agreement with FINRA, Santander also settled allegations that it
failed to monitor whether costumers were adequately notified of potential conflicts of interests
arising when brokers filled “buy” orders for Puerto Rico bonds from personal portfolios.15
17.

Further, in 2014, Banco Popular settled with FINRA allegations that it “failed to

establish, maintain, and enforce a supervisory system and procedures reasonably designed to
identify and review concentrated securities purchases, including Puerto Rico municipal bonds
and Puerto Rico closed-end funds.”16 As FINRA found with respect to Banco Popular, “During
the Relevant Period, customers of Popular purchased concentrated positions of [Puerto Rico]
securities. Between December 2012, when the Puerto Rico general obligation bond rating was
downgraded, and June 2013, the Firm’s customers continued purchasing concentrated positions
of [Puerto Rico] Securities.”17 With the onset of the Commonwealth’s fiscal crisis, it is the
residents of Puerto Rico who have borne a portion of the ultimate burden of this risk.
18.

Through the Discovery Requests, the Committee seeks to probe these and other

vital questions concerning the marketing of the Commonwealth’s Bonds, particularly to the
residents of Puerto Rico.
Transaction Fees
19.

The sheer magnitude of the fees paid in connection with Puerto Rico’s bond deals

is alone enough to warrant scrutiny. In its issuance of bonds since 2006, Puerto Rico

14

FINRA News Release, FINRA Sanctions Santander Securities LLC $6.4 Million for Supervisory Failures
Related to Sales of Puerto Rican Bonds (October 13, 2015).

15

Walsh, supra.

16

FINRA, Letter of Acceptance Waiver and Consent No. 2013035309401, available at
http://disciplinaryactions.finra.org/Search/ViewDocument/38192.

17

Id.

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reportedly “paid Wall Street securities firms, lawyers, and others $1.4 billion.”18 The
securities firms in these deals “were able to charge underwriting fees higher than those assessed
on other financially troubled U.S. states and cities, including Detroit.”19 In particular, the gross
spread charged to Puerto Rico for debt deals after 2006 was reportedly 31% higher than those
charged to the city of Detroit.20 According to one report, Santander participated in the
underwriting of an estimated $61 billion in Puerto Rico bond issues, generating $1.1 billion in
fees for Santander and others.21 The Discovery Requests seek information about the origins and
basis for these fees.
Conflicts of Interest Involving the GDB, Santander, and Banco Popular
20.

At the same time that it was helping the Commonwealth and its related

instrumentalities issue more and more debt, Santander Securities and its related affiliates—
including Banco Santander Puerto Rico and Santander Asset Management—earned substantial
fees by packaging the very same debt into funds and selling it on the open market to customers
on the island of Puerto Rico. A number of Banco Popular entities similarly played multiple
roles in the issuance and selling of the Commonwealth’s bonds.
21.

The possible role of conflicts of interest in fueling Puerto Rico’s economic crisis

looms large as a potentially significant issue. The multiple and potentially conflicting roles of
Santander and Banco Popular in Puerto Rico bond deals require careful examination, particularly

18

19
20
21

Michael Corkey & Mike Cherney, Banks Rack Up Big Fees From Puerto Rico Bond Deals, WALL ST. J. (Oct.
22, 2013).
Id.
Id.
HEDGE CLIPPERS, Pirates of the Caribbean: How Santander’s Revolving Door with Puerto Rico’s Development
Bank Exacerbated a Fiscal Catastrophe for the Puerto Rican People, available at http://hedgeclippers.org/wpcontent/uploads/2016/12/20161025_HedgeClippers_ReportPR_v3-3.pdf (describing in detail the various ties
between GDB executives and financial institutions, including Santander, which profited from underwriting fees
associated with the issuance of debt by Commonwealth entities)

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in light of weaknesses in these firms’ supervisory procedures and controls documented in the
FINRA proceedings described above. For example, publicly available information indicates
that:

22.



Santander Securities provided advice for “the Commonwealth’s governmental
entities in the global capital markets and in the United States market and in the
Puerto Rico market if issued in connection with such global or U.S. issuances.”22



Santander Securities acted as the underwriter for Commonwealth bonds and as a
broker-dealer for those same bonds and funds holding those bonds;



Banco Santander Puerto Rico played roles as the issuing, paying and transfer
agent, and administrator and custodian for funds holding Commonwealth debt;



Santander Asset Management provided investment advisory, management, and
administrator services to the funds holding Commonwealth debt;



Popular Securities acted as the underwriter for Commonwealth bonds and as a
broker-dealer for those same bonds and funds holding those bonds; and



Banco Popular de Puerto Rico served as the paying agent and registrar for
Commonwealth bonds.
Also, as has been publicly reported, 23 scrutiny of these various roles has been

limited by a specific carve-out for Puerto Rico entities in the Investment Company Act of 1940.
See 15 U.S.C. § 80a-6(a)(1) (“The following investment companies are exempt . . . . [a]ny
company organized or otherwise created under the laws of and having its principal office and
place of business in Puerto Rico[.]”). The Committee is entitled to examine whether, by taking
advantage of this exemption, Santander and Banco Popular Entities (and others who will be the
subjects of subsequent discovery requests) harmed the Commonwealth’s estate by facilitating the
issuance of an unreasonable amount of debt in return for substantial fees.

22

See Official Statement for $1,796,980,000 in Senior Notes (2011 Series H and Series I) issued by Government
Development Bank for Puerto Rico, p. 55 (December 21, 2011), available at http://www.gdbpur.com/investors_resources/documents/2011-12-21-PRGovDevBank06a-FIN-1.pdf.

23

Rebecca Spalding and Michelle Kaske, Santander Becomes Target of Puerto Rican Anger Over Bond Losses,
BLOOMBERG (May 17, 2017).

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Likewise, publicly available information points to at least the following

individuals who were potentially conflicted during their time at the GDB because of their “back
to back” roles at the GDB, Santander, and/or Banco Popular:

24.



John Doe 124, who served as the CEO of Santander Securities and the Commercial
Director of Banco Santander Puerto Rico after leaving the GDB in 2011;



John Doe 2, who was appointed president of the GDB in 2011 after 14 years with
various Santander Entities, including roles at Santander Securities, Banco
Santander Puerto Rico, and Santander Asset Management;



John Doe 3, who served as the Executive Vice President and Treasurer of the
GDB after a career with Santander Asset Management and Santander Securities;



John Doe 4, who worked as a Managing Director for Santander Securities before
joining the GDB;



John Doe 5, who joined Popular, Inc. in 2014 as Executive Vice President and
General Counsel after serving as the President and Vice-Chairman of the Board of
Directors of the GDB;



John Doe 6, who was appointed to the GDB as board chairman in 2012 after
spending over 30 years at Popular Inc., most recently as chief operating officer
and president;



John Doe 7, who was appointed to the board of Popular Inc. in 2010 after serving
as a director for the GDB and a member of the GDB’s audit and investment
committees during 2009; and



John Doe 8, who left Santander Bancorp (the parent of Banco Santander Puerto
Rico and Santander Securities) in 2009 to lead the GDB and then returned to
different Santander entities (Santander Holdings USA, Inc. and Santander Bank,
N.A.) in 2011. (John Doe 8 had also previously worked for Popular Securities.)
Although the contours of these potential conflicts will be understood only through

discovery, it is unclear whether the multiple affiliations of these individuals and any resulting
conflicts of interest may have interfered with the GDB’s role of examining the validity of Puerto
Rico debt, including the constitutionality of such debt and the ability of the Commonwealth-

24

The names of the executives involved have not been included herein as the identity of such executives is not
pertinent to the relief sought at this time.

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related issuers to repay their obligations.25 The Document Requests seek to begin the inquiry
into these essential subjects.
25.

Although the specifics of these issues have yet to be developed, the evidence

already developed in the public record demonstrates the need to investigate both the roles of the
Puerto Rico Financial Institutions in causing and profiting from the Commonwealth’s current
crisis, and whether conflicts of interest involving the GDB may have facilitated their efforts or
enabled them to evade scrutiny. The Committee is best placed to conduct this investigation.
LEGAL STANDARD
26.

Bankruptcy Rule 2004(a) provides that “[o]n motion of any party in interest, the

court may order the examination of any entity.” Fed. R. Bankr. P. 2004(a). Bankruptcy
Rule 2004(b) further provides that the scope of such examination may relate to “the acts,
conduct, or property or to the liabilities and financial condition of the debtor, or to any matter
which may affect the administration of the debtor’s estate, or to the debtor’s right to a
discharge.” Fed. R. Bankr. P. 2004(b). Such an examination:
may also relate to the operation of any business and the desirability
of its continuance, the source of any money or property acquired or
to be acquired by the debtor for purposes of consummating a plan
and the consideration given or offered therefor, and any other
matter relevant to the case or to the formulation of a plan.
Id. In addition, “the attendance of an entity for examination and for the production of documents
... may be compelled as provided in Rule 9016 for the attendance of a witness at a hearing or
trial.” Fed. R. Bankr. P. 2004(c).
27.

The purpose of a Bankruptcy Rule 2004 examination is to assist a party in interest

in determining the nature and extent of the bankruptcy estate, revealing assets, and examining
25

HEDGE CLIPPERS, Pirates of the Caribbean: How Santander’s Revolving Door with Puerto Rico’s Development
Bank Exacerbated a Fiscal Catastrophe for the Puerto Rican People, available at http://hedgeclippers.org/wpcontent/uploads/2016/12/20161025_HedgeClippers_ReportPR_v3-3.pdf.

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transactions. See In re Washington Mut., Inc., 408 B.R. 45, 50 (Bankr. D. Del. 2009); see also In
re Recoton Corp., 307 B.R. 751, 755 (Bankr. S.D.N.Y. 2004). Courts consistently have
emphasized that the scope of a Bankruptcy Rule 2004 examination is extremely broad, broader
than discovery available under the Federal Rules of Civil Procedure, and can legitimately be in
the nature of a “fishing expedition.” See In re Youk-See, 450 B.R. 312, 319-20 (Bankr. D. Mass.
2011) (“The examination [] is of necessity to a considerable extent a fishing expedition.”)
(internal citations omitted); In re Summit Corp., 891 F.2d 1, 5 (1st Cir. 1989) (affirming Rule
2004 discovery order; noting that “Rule 2004 is broad in nature.”); In re Pub. Serv. Co. of New
Hampshire, 91 B.R. 198, 199 (Bankr. D.N.H. 1988) (“The scope of discovery afforded under
Bankruptcy Rule 2004 is “unfettered and broad.”); In re Washington Mut., 408 B.R. at 50 (“The
scope of a Rule 2004 examination is unfettered and broad . . . [and] is commonly recognized as
more in the nature of a ‘fishing expedition.’”) (internal citations omitted)); see also In re Hughes,
281 B.R. 224, 226 (Bankr. S.D.N.Y. 2002) (“[I]t is well settled that the scope of examination
allowed under Rule 2004 is broader than discovery allowed under the Federal Rules of Civil
Procedure and may be in the nature of a ‘fishing expedition.’”).
28.

Where an entity is “closely connected with the bankrupt in business dealings,”

only a “reasonable surmise” that such an examination would discover assets or unearth
misconduct is necessary to initiate an investigation. In re Youk-See, 450 B.R. at 319 (“In
general, a large latitude of inquiry should be allowed in the examination of persons closely
connected with the bankrupt in business dealings, or otherwise, for the purpose of discovering
assets and unearthing frauds, upon any reasonable surmise that they have assets of the debtor.”)
(internal citations omitted).

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29.

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Accordingly, the scope of the investigation need not be fully understood or

detailed at the time it is commenced. Indeed, courts routinely reject arguments that the exact
improprieties or potential claims being examined must be laid out in advance. For example, in In
re Sheetz, 452 B.R. 746, 750 (Bankr. N.D. Ind. 2011), the court rejected an argument that the
trustee seeking an examination “failed to provide enough specific examination concerning the
discrepancies she wants to investigate[.]” The court held that this level of detail was unnecessary
because “Rule 2004 can properly be a fishing expedition and upon setting out for such an
expedition one does not usually limit the fish one sets out to catch.” In fact, “[i]t is perfectly
permissible to troll for whatever might bite.” Id. (emphasis added). In this case, and at this
early stage, it suffices to say that this Discovery Program could lead to both affirmative
recoveries by the Commonwealth against third parties and/or the disallowance or subordination
of claims asserted against the Commonwealth and its instrumentalities.
RELIEF REQUESTED
30.

By this Motion, the Committee seeks entry of an order pursuant to Bankruptcy

Rule 2004 permitting the Committee to initiate a broad program of investigation into the
underwriting, packaging, sale, or marketing of debt issued by the Commonwealth of Puerto
Rico—beginning with the service of the Document Requests, attached to this motion as
Exhibits B to H.
31.

As courts recognize, there is no need to confine the scope of such an investigation

at its early stages. Instead, the Committee is permitted to “troll for whatever might bite.” In re
Sheetz¸ 452 B.R. at 750.
32.

Here, though, the Committee is not simply requesting that it receive permission to

“go fishing” for some undefined target. Instead, as detailed above, the Committee is aware of

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activities and relationships of the Puerto Rico Financial Institutions that it has a fiduciary
responsibility to investigate.
33.

The Committee thus seeks authorization of a broad investigation into a number of

matters pertaining to the issuance of debt by the Commonwealth and its related entities,
including but not limited to:

34.



The sources and uses of the proceeds of the Commonwealth bonds;



Whether the Puerto Rico Financial Institutions properly analyzed the
creditworthiness of the Commonwealth before engaging in dozens of debt
transactions;



Whether the GDB or related entities properly analyzed the possibility that the
Commonwealth would exceed, or had exceeded, the debt limit set forth by Article
VI, Sec. 2 of the Commonwealth Constitution;



Whether the Puerto Rico Financial Institutions properly analyzed the structure and
constitutionality of the Puerto Rico Sales Tax Financing Corporation (COFINA)
when issuing debt on COFINA’s behalf;



Whether members of the GDB possessed actual or perceived conflicts of interest,
preventing them from fulfilling their duties to Commonwealth-related issuers; and



Whether financial entities, including underwriters such as the various Santander
and Banco Popular Entities, stood to gain from the issuance of Commonwealth
debt (through the sale of funds holding such debt, for example) such that they
potentially violated their duties to the Commonwealth and failed to act in a
manner consistent with the risk presented by that debt; and



Any other potential improprieties and misconduct relating to the structuring,
issuance, underwriting and selling of the Commonwealth’s debt which may have
impacted the value of the Commonwealth’s Estate.
The Document Requests, which are attached in Exhibits B to H, are reasonably

tailored to these concerns. These requests are targeted at seven entities: Santander Securities,
Banco Santander Puerto Rico, Santander Asset Management, Popular, Popular Securities, Banco
Popular, and the GDB. By no means are these the exclusive focus of the Committee’s
investigation, but they are a start—targeted at parties who are all the subject of currently-

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available information suggesting potential misconduct. Moreover, the Document Requests are
targeted specifically at the practices that are at the heart of the Committee’s investigation—
seeking documents, procedures, and materials pertaining to these entities’ roles in the issuance,
sale, marketing, or other interactions with the bonds issued by the Commonwealth and its related
entities. See, e.g., In re Youk-See, 450 B.R. at 323 (“reiterat[ing] its rejection of [the examinee’s]
arguments as to the scope of the [trustee’s] discovery requests” which were focused on, among
other things, the examinee’s internal policies and procedures regarding loan modifications).
35.

As a result, the Committee hereby requests that the Court (1) authorize the

Committee’s investigation through the Discovery Program into a variety of matters associated
with the issuance, sale, and creation of Commonwealth Debt; (2) authorize the issuance of the
Document Requests contained in Exhibits B to H, (3) direct the Puerto Rico Financial
Institutions to meet-and-confer in good faith with the Committee regarding the appropriate scope
and timing of document discovery in response to the Document Requests, and (4) refer to
Magistrate Judge Dein any disputes that may arise in the course of the Discovery Program.26
36.

Finally, the Committee notes that the requested Proposed Order is quite narrow,

seeking only authority to issue the Discovery Requests and implementation of a framework for
resolving discovery disputes that may subsequently arise in connection with the proposed
Discovery Program. All objections by the Puerto Rico Financial Institutions with respect to
scope, burden or privilege as to specific document requests would be reserved.
CERTIFICATION OF COMPLIANCE WITH LOCAL RULE 2004-1
37.

Pursuant to Local Rule 2004-1 of the Local Rules for the United States

Bankruptcy Court for the District of Puerto Rico, the undersigned counsel hereby certifies that
26

See L.Cv.R. 72(b)(1) (providing that Magistrate Judges may “exercise general jurisdiction of [] other related
pretrial proceedings”).

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prior to filing this motion, Paul Hastings LLP conferred concerning the Document Requests (i)
with counsel for the GDB by telephone on July 12, 2017, and by email on July 17, 2017 (ii) with
counsel for the Banco Popular entities by email on July 17, 2017 and July 19, 2017 and (iii) with
counsel for the Santander Entities by email on July 18, 2017 and July 19, 2017.
38.

Despite these attempts to confer, no agreements have been reached, and on July

21, 2017, counsel for the GDB wrote to the undersigned counsel, broadly rejecting the GDB
Document Requests on a number of grounds. Notwithstanding, the undersigned counsel
anticipates that the parties will continue to confer while this motion is pending, in an effort to
narrow or remove any issues requiring adjudication by the Court in advance of the August 9,
2017 Omnibus Hearing.
39.

Under the current Order Amending Case Management Procedures, Section III (I)

[Docket #262], the deadline to file an Objection to this motion is July 28, 2017. The Committee
therefore provides the following notice, as called for by Local Rule 2004-1, modified
accordingly with respect to the timing to object:
RULE 2004 NOTICE
Any party who objects to the examination shall serve and file an objection or motion for
protective order with the United States Bankruptcy Court for the District of Puerto Rico within
seven (7) days of service of this Motion for a Fed. R. Bankr. P. 2004 Examination. If no
objection or motion for protective order is timely filed, the court may grant the motion for
examination without further notice or a hearing.
NOTICE
40.

Notice of this Motion has been provided to the following entities, or their counsel,

if known: (i) the Santander Entities, (ii) the Banco Popular Entities, (iii) the GDB, (iv) the U.S.
Trustee; (v) the Office of the United State Attorney for the District of Puerto Rico; (vi) the
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Oversight Board; (vii) the Puerto Rico Fiscal Agency and Financial Advisory Authority; (viii)
the official committee of retirees; (ix) the insurers of the bonds issued or guaranteed by the
Debtors; (x) counsel to certain ad hoc groups of holders of bonds issued or guaranteed by the
Debtors;27 and (xi) all parties that have filed a notice of appearance in the above-captioned
title III cases.

[Remainder of page intentionally left blank]

27

Which include the Mutual Fund Group, the Ad Hoc Group of General Obligation Bondholders, the COFINA
Senior Bondholders’ Coalition, and the QTCB Noteholder Group, each as such group is defined at Docket Nos.
28, 68, 216, and 134 in the Commonwealth Title III Case, respectively.

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WHEREFORE, the Committee respectfully requests that this Court enter an order
substantially in the form attached hereto granting the relief requested herein, and granting the
Committee such other relief as this Court deems just and proper.
Dated: July 21, 2017
San Juan, Puerto Rico

/s/ G. Alexander Bongartz

.

PAUL HASTINGS LLP
Luc. A. Despins, Esq. (Pro Hac Vice)
James R. Bliss, Esq. (Pro Hac Vice)
James B. Worthington, Esq. (Pro Hac Vice)
G. Alexander Bongartz, Esq. (Pro Hac Vice)
200 Park Avenue
New York, New York 10166
Telephone: (212) 318-6000
lucdespins@paulhastings.com
jamesbliss@paulhastings.com
jamesworthington@paulhastings.com
alexbongartz@paulhastings.com
Proposed Counsel to the Official Committee of
Unsecured Creditors
- and –
/s/ Juan J. Casillas Ayala

.

CASILLAS, SANTIAGO & TORRES LLC
Juan J. Casillas Ayala, Esq., USDC - PR 218312
Diana M. Batlle-Barasorda, Esq., USDC - PR 213103
Alberto J. E. Añeses Negrón, Esq., USDC - PR 302710
Ericka C. Montull-Novoa, Esq., USDC - PR 230601
El Caribe Office Building
53 Palmeras Street, Ste. 1601
San Juan, Puerto Rico 00901-2419
Telephone: (787) 523-3434
jcasillas@cstlawpr.com
dbatlle@cstlawpr.com
aaneses@cstlawpr.com
emontull@cstlawpr.com
Proposed Replacement Local Counsel to the Official
Committee of Unsecured Creditors

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EXHIBIT A
Proposed Order

1

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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
------------------------------------------------------------------------- x
:
In re:
:
:
THE FINANCIAL OVERSIGHT AND
: PROMESA
MANAGEMENT BOARD FOR PUERTO RICO,
: Title III
:
as representative of
: Case No. 17-BK-3283 (LTS)
:
THE COMMONWEALTH OF PUERTO RICO et al.,
: (Jointly Administered)
:
Debtors.1
:
------------------------------------------------------------------------- x
ORDER GRANTING MOTION OF OFFICIAL COMMITTEE OF UNSECURED
CREDITORS FOR ENTRY OF ORDER, UNDER BANKRUPTCY RULE 2004,
AUTHORIZING DISCOVERY PROGRAM WITH RESPECT TO CERTAIN CAUSES
OF PUERTO RICO FINANCIAL CRISIS
Upon consideration of the Motion of Official Committee of Unsecured Creditors for
Entry of Order, Under Bankruptcy Rule 2004, Authorizing Discovery Program With Respect to
Certain Causes of Puerto Rico Financial Crisis (the “Motion”),2 and the exhibits attached
thereto, the Court hereby FINDS AND DETERMINES that (i) the Court has jurisdiction to
consider the Motion and the relief requested therein pursuant to PROMESA section 310; (ii)
venue is proper before this Court pursuant to PROMESA section 307(a); (iii) due and proper
notice of this Motion has been provided under the particular circumstances and no other or
further notice need be provided; (iv) based on the statements and arguments made in the Motion,

1

The Debtors in these title III cases, along with each Debtor’s respective title III case number listed as a bankruptcy
case number due to software limitations and the last four (4) digits of each Debtor’s federal tax identification
number, as applicable, are the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. 17-BK-3283 (LTS)) (Last
Four Digits of Federal Tax ID: 3481), (ii) Employees Retirement System of the Government of the
Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17-BK-3566(LTS)) (Last Four Digits of Federal
Tax ID: 9686), (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK3567 (LTS)) (Last Four Digits of Federal Tax ID: 3808), and (iv) Puerto Rico Sales Tax Financing Corporation
(“COFINA”) (Bankruptcy Case No. 17-BK-3284 (LTS)) (Last Four Digits of Federal Tax ID: 8474).

2

Capitalized terms not defined herein shall have the meanings ascribed to them in the Motion.

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the Court finds that examination under Rule 2004 of the Federal Rules of Bankruptcy Procedure
is appropriate, including but not limited to examination of the documents sought in the
Document Requests identified as Exhibits B to H of the Motion (the “Document Requests”).
Accordingly, it is hereby ORDERED THAT:
1.

The Committee is authorized to commence an investigation concerning the

issuance, sale, and creation of Commonwealth Debt (the “Discovery Program”).
2.

The Committee is authorized to issue the Document Requests attached as Exhibits

B to H to the Motion.
3.

The Committee and recipients of the Document Requests are directed to meet-

and-confer concerning the scope and timing of production in response to the Document
Requests. This Order does not address any objections as to discovery scope and timing, all of
which are reserved.
4.

Any discovery disputes that may arise in the course of the Discovery Program are

referred to Magistrate Judge Dein.
5.

The terms of and conditions of this Order shall be immediately effective and

enforceable upon its entry.
Dated:

August ____, 2017
___________________________________
HON. LAURA TAYLOR SWAIN
UNITED STATES DISTRICT JUDGE

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EXHIBIT B

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July 18, 2017 Request for Documents from the
Committee of Unsecured Creditors of the Commonwealth of Puerto Rico
to Popular, Inc.
The Committee of Unsecured Creditors of the Commonwealth of Puerto Rico (the “UCC”)
requests the following documents from Popular, Inc.
I.

INSTRUCTIONS AND DEFINITIONS

1.
Banco Popular and Popular, Inc. mean Popular, Inc., its present and former
affiliates and direct and indirect subsidiaries (including, without limitation, Banco Popular de
Puerto Rico, Popular Securities, Popular Asset Management, Westernbank, and Doral Bank),
their respective parents, subsidiaries, predecessors, successors, and assigns, any entities acting
under the direction or control or on behalf of any of the foregoing entities (including, without
limitation, any mutual funds or other investment funds managed, advised, or administered by a
Banco Popular entity), and the respective present and former employees, officers, directors,
agents, and representatives of each of the foregoing entities and any other persons acting under
their direction or control or on their behalf.
2.
The UCC requests that documents be produced in a form to be mutually agreed
between the UCC and Popular, Inc.
3.
The UCC requests that all non-privileged documents responsive to the requests
below be produced in their entirety. The UCC further requests that (i) if a document is withheld
in its entirety because it is believed to be protected from disclosure, Popular, Inc. produce a
privilege log, in a form to be mutually agreed between the UCC and Popular, Inc., and (ii) if part
of a document is believed to be protected from disclosure, a redacted document be produced (and
the redaction logged).
4.
These Requests apply to documents that are within Popular, Inc.’s possession,
custody, or control, or the possession, custody, or control of Popular, Inc.’s agents, employees,
affiliates, predecessors-in-interest, successors, assigns, attorneys or other legal representatives,
trustees, consultants, advisors, accountants, and all other persons acting on Popular, Inc.’s behalf,
and all other documents that are otherwise within Popular, Inc.’s control or entities over which
Popular, Inc. exerts control.
5.
In construing these Requests, instructions or definitions, the singular form of a
word shall be interpreted as plural, and the plural form of a word shall be interpreted as singular,
whenever doing so broadens the scope of any of the Requests.
6.
The past tense in these Requests, instructions or definitions shall be construed to
include the present tense, and vice versa, whenever doing so broadens the scope of any of the
Requests.
7.
Document is used herein in the broadest sense permitted by the Rules of the
Bankruptcy Court of the District of Puerto Rico, and it includes any medium, including
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electronically stored information, upon which intelligence or information can be recorded or
retrieved, including, without limitation, all written, electronic, or graphic matter of every kind
and description however produced or reproduced, all documents and tangible things, whether
draft or final, original or reproduction, including, but not limited to, all non-original, nonconforming, and non-identical copies, whether by reason of subsequent modification, notation,
deletion, or otherwise. This includes, without limitation, all analyses, calculations, charts,
communications, computer readable media, correspondence, diaries, e-mails and other
electronically stored information, files, formulae, graphs, journals, calendars, letters, lists, log
books, manuals, memoranda, minutes of conversations or meetings, transcripts, microfiche,
microfilm, models, notebooks or notes, outlines, papers, policies, presentations, publications,
records, recordings, reports, statements, summaries, tangible things, video tapes, and files.
8.
Communications means any contact, transmission or exchange of information in
any form and includes without limitation all inquiries, discussions, conversations, testimony,
presentations, negotiations, agreements, understandings, meetings, telephone conversations, emails, social media (including posts), letters, notes, telegrams, advertisements, correspondence,
memoranda, or other forms of verbal, written or electronic transmissions, including drafts,
facsimiles and copies, as well as originals.
9.
The words concern or concerning, in addition to other customary and usual
meanings, means relating to, referring to, alluding to, responding to, connected with,
commenting on, describing, mentioning, memorializing, embodying, analyzing, showing,
constituting, evidencing, containing, identifying, stating, discussing, tending to support, tending
to refute, or in any way pertinent to the specified subject.
10.
The words all and any shall be construed as any and all, and the term each shall
be construed as each and every, so as to bring within the scope of a given Request all responses
that might otherwise be construed as outside its scope.
11.
The words and and or shall be construed to mean and/or and each of the
functional words each, every, and, and all, and shall be deemed to include each of the other
words whenever doing so broadens the scope of any of the Requests.
12.
The word reflecting, in addition to other customary and usual meanings, means
memorializing, documenting, embodying, or in any way recording the specified information.
13.
The word including shall mean “including, without limitation” and “including,
but not limited to.”
14.

The word draft includes both final and any preliminary or intermediate drafts.

15.
Banco Popular de Puerto Rico means the entity of that same name and its
parents, subsidiaries, and affiliates, as well as its or their current and former officers, directors,
attorneys, agents, accountants, employees, representatives, financial advisors, or any other
person acting or purporting to act on Banco Popular de Puerto Rico’s behalf, and each of their
predecessors and successors.
16.

COFINA means the Puerto Rico Sales Tax Financing Corporation.
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17.
COFINA Structure means the debt financing structure created and governed by
the statutes, resolutions, agreements, and other transaction documents relating to COFINA.
18.
Commonwealth means the Commonwealth of Puerto Rico, as well as its elected
officials, employees, agents, representatives, attorneys, advisors, or any other person or persons
acting or purporting to act on its behalf including all related government agencies /
instrumentalities. For purposes of these requests, the term Commonwealth does not include
COFINA.
19.
Commonwealth Constitutional Debt Limit means any limit imposed by the
Constitution of the Commonwealth of Puerto Rico on the issuance or guarantee of debt by the
Commonwealth or its instrumentalities, including the restrictions described in Article VI, Sec. 2
of the Commonwealth Constitution.
20.
Commonwealth Municipal Bonds means any bonds issued by the
Commonwealth, the GDB, COFINA, the Puerto Rico Highway Transportation Authority
(“PRHTA”), the Puerto Rico Infrastructure Financing Authority (“PRIFA”), the Puerto Rico
Convention Center District Authority (“PRCDA”), the Puerto Rico Public Buildings Authority
(“PRPBA”), and any other instrumentality, municipality, entity, or public corporation of the
Commonwealth.
21.
GDB means the Government Development Bank for Puerto Rico and each of its
present and former employees, officers, directors, representatives, parents, subsidiaries, affiliates,
agents, successors, predecessors and all other persons or entities controlled by or acting on its or
their behalf.
22.
Popular Asset Management means Popular Asset Management, Inc. and its
parents, subsidiaries, and affiliates, as well as its or their current and former officers, directors,
attorneys, agents, accountants, employees, representatives, financial advisors, or any other
person acting or purporting to act on Popular Asset Management’s behalf, and each of their
predecessors and successors.
23.
Popular Securities means Popular Securities LLC and its parents, subsidiaries,
and affiliates, as well as its or their current and former officers, directors, attorneys, agents,
accountants, employees, representatives, financial advisors, or any other person acting or
purporting to act on Popular Securities LLC’s behalf, and each of their predecessors and
successors.
24.
Puerto Rico Bond Funds means any and all funds holding or trading in, in whole
or in part, Commonwealth Municipal Bonds, including but not limited to: Puerto Rico Investors
Tax-Free Fund, Inc.; Puerto Rico Investors Tax-Free Fund II, Inc.; Puerto Rico Investors TaxFree Fund III, Inc.; Puerto Rico Investors Tax-Free Fund IV, Inc.; Puerto Rico Investors TaxFree Fund V, Inc.; Puerto Rico Investors Tax-Free Fund VI, Inc.; Puerto Rico Investors Bond
Fund I; Puerto Rico Tax-Free Target Maturity Fund, Inc.; and Puerto Rico Tax-Free Target
Maturity Fund II, Inc.
25.
Regulator means any entity—state or local, national or international,
governmental or non-governmental, including but not limited to the Federal Deposit Insurance
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Corporation (“FDIC”), the Federal Reserve Board, the Municipal Securities Rulemaking Board
(“MSRB”), the Securities and Exchange Commission (“SEC”), and the Financial Industry
Regulatory Authority (“FINRA”)—which has authority to regulate banks, financial institutions
or the issuance or sale of securities or bonds, including for example the Commonwealth
Municipal Bonds or the Puerto Rico Bond Funds.
26.
Santander means Santander Securities LLC, Santander Securities Corporation,
Santander Asset Management, Banco Santander Puerto Rico, their present and former affiliates
and direct and indirect subsidiaries, and their respective parents, subsidiaries, predecessors,
successors, and assigns, any entities acting under the direction or control or on behalf of any of
the foregoing entities (including, without limitation, any mutual funds or other investment funds
managed, advised, or administered by a Santander entity, including, without limitation, any
funds part of the Santander “First Puerto Rico Family of Funds”), and the respective present and
former employees, officers, directors, agents, and representatives of each of the foregoing
entities and any other persons acting under their direction or control or on their behalf.
27.
You or Your shall mean Popular, Inc., its present and former affiliates and direct
and indirect subsidiaries (including, without limitation, Banco Popular de Puerto Rico, Popular
Securities, Popular Asset Management, Westernbank, and Doral Bank), their respective parents,
subsidiaries, predecessors, successors, and assigns, any entities acting under the direction or
control or on behalf of any of the foregoing entities (including, without limitation, any mutual
funds or other investment funds managed, advised, or administered by a Banco Popular entity),
and the respective present and former employees, officers, directors, agents, and representatives
of each of the foregoing entities and any other persons acting under their direction or control or
on their behalf.

II.

TIME PERIOD

Unless otherwise specified, this Document Request relates to the period commencing
January 1, 2006, and continuing through May 3, 2017.
III.

REQUESTS FOR DOCUMENTS

1.
All Documents or Communications concerning the Commonwealth
Constitutional Debt Limit, including, without limitation, all Documents or Communications
concerning:
(a) Any evaluations, analyses, or assessments of the Commonwealth Constitutional Debt
Limit;
(b) Any calculation or consideration (draft or final) of the Commonwealth Constitutional
Debt Limit;
(c) Any certifications (draft or final) concerning compliance with the Commonwealth
Constitutional Debt Limit;
(d) Any actual or potential risk that an issuance or guarantee of debt could or would
exceed, or had exceeded, the Commonwealth Constitutional Debt Limit, including but
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not limited to any legal opinion (draft or final) concerning the Commonwealth
Constitutional Debt Limit; or
(e) Any issuance or guarantee or contemplated issuance or guarantee of debt obligations
in excess of a debt limit.
2.
All Documents or Communications concerning COFINA or the COFINA
Structure, including, without limitation, all Documents or Communications concerning:
(a) The contemplation or creation of COFINA or the COFINA Structure;
(b) Any analyses of the structure of COFINA and the projected tax receipts, projected
revenues, and any other flows of funds attributable to, or available to, COFINA.
(c) Any opinion letter (draft or final) concerning COFINA or the COFINA Structure;
(d) The COFINA Enabling Act (Act 91 of 2006, and any amendments thereto);
(e) Any contemplated, proposed, or enacted legislation (including any drafts thereof)
affecting or potentially affecting COFINA or the COFINA Structure (including the Sales
and Use Tax);
(f) Any question, concern, consideration, or analysis concerning the legality, illegality,
constitutionality or unconstitutionality of COFINA, the COFINA Structure, or any aspect
thereof;
(g) Whether the Puerto Rico Legislative Assembly has the authority to create, eliminate,
encumber, or modify the assets of COFINA; or
(h) Any actual or contemplated benefit or advantage of COFINA or the COFINA
Structure relative to any other structure or form of debt financing.
3.
All documents or communications concerning the constitutionality or
unconstitutionality of issuing debt to finance deficit spending or pay pre-existing debt.
4.
All Documents or Communications concerning the application of Government
Accounting Standards Board rules and principles concerning “blended component units” to
(a) the calculation of the Commonwealth Constitutional Debt Limit, (b) COFINA, (c) the Puerto
Rico Infrastructure Financing Authority (“PRIFA”), or (d) the Puerto Rico Building Authority
(“PBA”).
5.
All Documents or Communications reflecting financial modeling, evaluation, or
analysis of the creditworthiness of the Commonwealth and/or its instrumentalities, including any
financial modeling, evaluation or analysis of the economic condition, economic activity, and
economic performance of the Commonwealth and/or any of its instrumentalities.
6.
All Documents or Communications concerning any evaluation, calculation,
analyses or assessments of whether the debt load of the Commonwealth or its instrumentalities
exceeded its (and/or their) ability to repay.
7.
All Documents or Communications concerning any evaluations, calculations,
analyses, or assessments of the creditworthiness of any Commonwealth Municipal Bonds.
8.
All Documents or Communications concerning COFINA and the
Commonwealth Constitutional Debt Limit.
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9.
With respect to COFINA, all Documents or Communications reflecting
agreements to which COFINA, the Commonwealth, or the Bank of New York (individually or as
trustee) is or was a party, relating to any funds or accounts into which Sales and Use Tax
revenues are deposited and/or from which they are withdrawn or invested (including, without
limitation, the revenue account of the project fund held under the COFINA Resolution (the
Amended and Restated Sales Tax Revenue Bond Resolution as amended and restated on
June 10, 2009, and as further supplemented)).
10.
All Communications between one or all of Popular Securities, Popular, Inc.,
Popular Asset Management, Banco Popular de Puerto Rico, and the GDB.
11.
All Communications between Popular, Inc. and any entities or instrumentalities
associated with the Commonwealth concerning Commonwealth Municipal Bonds.
12.
All Documents or Communications concerning the actual or potential acquisition
by any credit union or cooperativa located in Puerto Rico of any Commonwealth Municipal
Bonds.
13.
All Communications with any entities or institutions who may have assisted with
the issuance of Commonwealth Municipal Bonds, including but not limited to institutions
serving as underwriters or brokers for Commonwealth Municipal Bonds.
14.
All Communications between Popular, Inc. and any other related entities,
including but not limited to Popular Securities, Popular Asset Management, and Banco Popular
de Puerto Rico, regarding evaluations, calculations, analyses, or assessments of the
creditworthiness of the Commonwealth and/or any of its instrumentalities.
15.
All Communications between Popular, Inc. and any other related entities,
including but not limited to Popular Securities, Popular Asset Management, and Banco Popular
de Puerto Rico, regarding evaluations, calculations, analyses, or assessments of the actual or
potential risk that the Commonwealth could or would exceed, or has exceeded, the
Commonwealth Constitutional Debt Limit.
16.
All Communications between Popular, Inc. and any other related entities,
including but not limited to Popular Securities, Popular Asset Management, and Banco Popular
de Puerto Rico, regarding the underwriting, brokering, sale, or marketing of Commonwealth
Municipal Bonds or any funds holding, in whole or in part, Commonwealth Municipal Bonds.
17.
All Communications between Popular, Inc. and any other related entities,
including but not limited to Popular Securities, Popular Asset Management, and Banco Popular
de Puerto Rico, regarding actual or potential compensation associated with the underwriting,
brokering, sale, issuance, transfer, or administration of Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds.
18.
All Documents or Communications concerning any payments of any kind
(potential or realized) made by the GDB or by any other entity or instrumentality of the
Commonwealth to Popular, Inc., in connection with any activities (including, without limitation,
underwriting, consulting, advisory engagements, or any other services of any kind).
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19.
All Documents and Communications, including all drafts thereof, of the
underwriting or offering documents and agreements, prospectuses, opinion letters, and due
diligence for each offering of Commonwealth Municipal Bonds in which You had any
involvement.
20.
All Documents and Communications exchanged between You and the GDB or
the Commonwealth concerning any sales, offerings, or placement of Commonwealth Municipal
Bonds in which You had any involvement.
21.
All Documents and Communications concerning (a) SEC Rule 15c2-12,
(b) underwriter compliance with the obligations therein, or (c) actual, anticipated or projected
compliance or noncompliance by the Commonwealth with any related information disclosure
obligations.
22.
All Documents or Communications concerning any actual or perceived conflicts
of interest between any Banco Popular entities or employees (including but not limited to
Popular Securities, Popular Asset Management, Popular, Inc., and Banco Popular de Puerto
Rico) and the GDB, including but not limited to Documents and Communications concerning
whether an employee, officer, or director of Popular, Inc. or GDB had any actual or perceived
conflicts of interest.
23.

Copies of all Popular, Inc. compliance manuals, policies, and codes of conduct.

24.
Copies of all Popular, Inc. conflict of interest policies, including but not limited
to any policies, procedures, and ethical walls established to address conflict of interest concerns
related to the GDB, the Commonwealth Municipal Bonds, or the Puerto Rico Bond Funds.
25.
policies.

Documents or Communications concerning any director and officer liability

26.
Copies of all employment agreements relating to (i) current and former officers
and directors of Popular, Inc.; and (ii) current and former employees of Popular, Inc. earning
more than $75,000 per year (inclusive of base compensation, bonuses, and equity grants) who
were employed by the GDB at any time.
27.
Copies of all agreements between any Banco Popular entity (including but not
limited to Popular Securities, Popular Asset Management, Banco Popular de Puerto Rico, and
Popular, Inc.) and any other institution which relate in any part to the structuring or execution of
transactions involving Commonwealth Municipal Bonds.
28.
For each series of Commonwealth Municipal Bonds issued during the period
from 2006 through the present in which You participated or considered participating:
(a) All closing binders and bond transcripts;
(b) Documents reflecting the flow of funds (including account numbers and/or wire
transfer numbers) of the bond proceeds;

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(c) All Documents or Communications concerning any due diligence You performed
prior to the underwriting, brokering, sale, administration or marketing of Commonwealth
Municipal Bonds.
(d) All Documents or Communications concerning any actual or contemplated
investment in or disposition of such bonds by (i) any Banco Popular entity (including but
not limited to Popular Securities, Popular Asset Management, Banco Popular de Puerto
Rico, and Popular, Inc.), (ii) Santander, (iii) any underwriter or broker of such bonds, or
(iv) the GDP;
(e) All Documents or Communications concerning any efforts to sell, offer, or place such
bonds, including, without limitation, any requirement(s) that any Commonwealthsponsored, Commonwealth-regulated, or Commonwealth-related entity acquire bonds or
invest in the Puerto Rico Bond Funds;
(f) All sales, marketing, and/or roadshow materials or Documents
(g) All Documents or Communications concerning actual or potential compensation
associated with the underwriting, brokering, sale, issuance, transfer, or administration of
such Commonwealth Municipal Bonds; and
(h) All agreements with any institution which relate in any part to the structuring or
execution of transactions involving such Commonwealth Municipal Bonds.
29.
All Documents or Communications regarding political contributions made by
Popular, Inc. or any of its employees to any candidate, political party, official or other entity with
any connection to the island of Puerto Rico or the Commonwealth.
30.
All Documents or Communications regarding charitable contributions made by
You to any entity where an executive or director of the GDB held a position or served as a
director.
31.
All Documents or Communications reflecting the engagement or other retention
by any Banco Popular entity (including but not limited to Popular Securities, Popular Asset
Management, Banco Popular de Puerto Rico, and Popular, Inc.) of any lobbyist or lobbying
firm(s) and any amounts spent on lobbying.
32.
All Documents or Communications concerning the sale or marketing of
Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
33.
All Documents or Communications pertaining to the risk of the Commonwealth
Municipal Bonds or the Puerto Rico Bond Funds and the suitability of those bonds for certain
investors, including but not limited to analyses regarding the risk classification for placement of
Commonwealth Municipal Bonds or Puerto Rico Bond Funds.
34.
All Documents or Communications with any bank association of Puerto Rico
(including but not limited to Asociación de Bancos de Puerto Rico) or any securities association
of Puerto Rico concerning Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
35.
All Documents or Communications concerning actual or potential revenues
obtained from the underwriting, brokering, sale, issuing loans for the purchase of, administration
or marketing of Commonwealth Municipal Bonds or Puerto Rico Bond Funds.
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36.
All Documents or Communications concerning the pooling or packaging of
Commonwealth Municipal Bonds for sale, including but not limited to any discussions regarding
the creation of the Puerto Rico Bond Funds.
37.
All Documents or Communications regarding the suitability of Commonwealth
Municipal Bonds for the Puerto Rico Bond Funds.
38.
All Documents or Communications concerning the use of lending, margin
accounts, or margin borrowing to fund the purchase of Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds.
39.
All Documents or Communications reflecting any analysis or evaluation of the
suitability of the Commonwealth Municipal Bonds or the Puerto Rico Bond Funds for Your
customer accounts.
40.
All Documents or Communications regarding any analysis or evaluation of the
mix of assets to be placed into the Puerto Rico Bond Funds.
41.
All Documents or Communications regarding the fees, including but not limited
to advisory or administration fees, earned by Popular, Inc. or any related entities, including but
not limited to Popular Securities, Popular Asset Management, and Banco Popular de Puerto
Rico, which related in any way to the placement of Commonwealth Municipal Bonds in the
Puerto Rico Bond Funds.
42.
All Documents or Communications regarding road show and/or investor
presentation materials related to Commonwealth Municipal Bonds or the Puerto Rico Bond
Funds.
43.
All prospectuses, circulars, or other sales, marketing, and offering materials,
including all drafts of such documents, concerning the Commonwealth Municipal Bonds and the
Puerto Rico Bond Funds.
44.
All Documents or Communications reflecting any analysis or evaluation of the
concentration of Puerto Rico Municipal Bonds or the Puerto Rico Bond Funds in Your
customers’ accounts.
45.
All Documents and Communications concerning the pricing of Commonwealth
Municipal Bonds or interests in the Puerto Rico Bond Funds.
46.
Documents or Communications concerning the establishment, organization,
management, fees charged, rate of return, and employees for each of the Puerto Rico Bond
Funds.
47.
Documents or Communications concerning the offering and marketing materials,
including drafts thereof, for the Puerto Rico Bond Funds.

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48.
All Documents or Communications sufficient to show the manner in which Your
brokers or employees were compensated for the sale or placement of Commonwealth Municipal
Bonds or the Puerto Rico Bond Funds.
49.
All Documents or Communications regarding any guidance to brokers involved
in the selling or marketing of Commonwealth Municipal Bonds or the Puerto Rico Bond Funds,
including any scripts provided to brokers and any marketing materials distributed to potential
purchasers.
50.
All Documents or Communications produced to the Securities and Exchange
Commission which relate in any way to Popular Inc.’s relationship with the Commonwealth, the
Commonwealth Municipal Bonds, or the Puerto Rico Bond Funds.
51.
All Documents or Communications produced to any Regulator which relate in
any way to Popular Inc.’s relationship with the Commonwealth, the Commonwealth Municipal
Bonds, or any of the Puerto Rico Bond Funds.
52.
All Documents or Communications to or from any Regulator concerning the
Commonwealth, the Commonwealth Municipal Bonds, or the Puerto Rico Bond Funds.
53.
All Documents and Communications concerning (a) any evaluations,
calculations, analyses or assessments of the risks associated with ownership by You for Your
own account of Commonwealth Municipal Bonds or Puerto Rico Bond Funds, or (b) any
evaluations, calculations, analyses or assessments by any of Your investment committees or risk
committees (or any other committee with similar functions, however titled) of actual or
contemplated disposition of Commonwealth Municipal Bonds or Puerto Rico Bond Funds held
by You for Your own account.
54.
All board of directors materials including but not limited to all board books,
meeting minutes and presentations concerning the Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds, including, but not limited to, the risks thereof.
55.
All Documents and Communications between You and Santander concerning the
Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
56.
Identify all of Your employees who have worked at any time for the GDB or for
any Santander entity.

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EXHIBIT C

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July 18, 2017 Request for Documents from the
Committee of Unsecured Creditors of the Commonwealth of Puerto Rico
to Banco Popular de Puerto Rico
The Committee of Unsecured Creditors of the Commonwealth of Puerto Rico (the “UCC”)
requests the following documents from Banco Popular de Puerto Rico.
I.

INSTRUCTIONS AND DEFINITIONS

1.
Banco Popular de Puerto Rico means the entity of that same name and its
parents, subsidiaries, and affiliates, as well as its or their current and former officers, directors,
attorneys, agents, accountants, employees, representatives, financial advisors, or any other
person acting or purporting to act on Banco Popular de Puerto Rico’s behalf, and each of their
predecessors and successors.
2.
The UCC requests that documents be produced in a form to be mutually agreed
between the UCC and Banco Popular de Puerto Rico.
3.
The UCC requests that all non-privileged documents responsive to the requests
below be produced in their entirety. The UCC further requests that (i) if a document is withheld
in its entirety because it is believed to be protected from disclosure, Banco Popular de Puerto
Rico produce a privilege log, in a form to be mutually agreed between the UCC and Banco
Popular de Puerto Rico, and (ii) if part of a document is believed to be protected from disclosure,
a redacted document be produced (and the redaction logged).
4.
These Requests apply to documents that are within Banco Popular de Puerto
Rico’s possession, custody, or control, or the possession, custody, or control of Banco Popular de
Puerto Rico agents, employees, affiliates, predecessors-in-interest, successors, assigns, attorneys
or other legal representatives, trustees, consultants, advisors, accountants, and all other persons
acting on Banco Popular de Puerto Rico’s behalf, and all other documents that are otherwise
within Banco Popular de Puerto Rico’s control or entities over which Banco Popular de Puerto
Rico exerts control.
5.
In construing these Requests, instructions or definitions, the singular form of a
word shall be interpreted as plural, and the plural form of a word shall be interpreted as singular,
whenever doing so broadens the scope of any of the Requests.
6.
The past tense in these Requests, instructions or definitions shall be construed to
include the present tense, and vice versa, whenever doing so broadens the scope of any of the
Requests.
7.
Document is used herein in the broadest sense permitted by the Rules of the
Bankruptcy Court of the District of Puerto Rico, and it includes any medium, including
electronically stored information, upon which intelligence or information can be recorded or
retrieved, including, without limitation, all written, electronic, or graphic matter of every kind
and description however produced or reproduced, all documents and tangible things, whether

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draft or final, original or reproduction, including, but not limited to, all non-original, nonconforming, and non-identical copies, whether by reason of subsequent modification, notation,
deletion, or otherwise. This includes, without limitation, all analyses, calculations, charts,
communications, computer readable media, correspondence, diaries, e-mails and other
electronically stored information, files, formulae, graphs, journals, calendars, letters, lists, log
books, manuals, memoranda, minutes of conversations or meetings, transcripts, microfiche,
microfilm, models, notebooks or notes, outlines, papers, policies, presentations, publications,
records, recordings, reports, statements, summaries, tangible things, video tapes, and files.
8.
Communications means any contact, transmission or exchange of information in
any form and includes without limitation all inquiries, discussions, conversations, testimony,
presentations, negotiations, agreements, understandings, meetings, telephone conversations, emails, social media (including posts), letters, notes, telegrams, advertisements, correspondence,
memoranda, or other forms of verbal, written or electronic transmissions, including drafts,
facsimiles and copies, as well as originals.
9.
The words concern or concerning, in addition to other customary and usual
meanings, means relating to, referring to, alluding to, responding to, connected with,
commenting on, describing, mentioning, memorializing, embodying, analyzing, showing,
constituting, evidencing, containing, identifying, stating, discussing, tending to support, tending
to refute, or in any way pertinent to the specified subject.
10.
The words all and any shall be construed as any and all, and the term each shall
be construed as each and every, so as to bring within the scope of a given Request all responses
that might otherwise be construed as outside its scope.
11.
The words and and or shall be construed to mean and/or and each of the
functional words each, every, and, and all, and shall be deemed to include each of the other
words whenever doing so broadens the scope of any of the Requests.
12.
The word reflecting, in addition to other customary and usual meanings, means
memorializing, documenting, embodying, or in any way recording the specified information.
13.
The word including shall mean “including, without limitation” and “including,
but not limited to.”
14.

The word draft includes both final and any preliminary or intermediate drafts.

15.
Banco Popular and Popular, Inc. mean Popular, Inc., its present and former
affiliates and direct and indirect subsidiaries (including, without limitation, Banco Popular de
Puerto Rico, Popular Securities, Popular Asset Management, Westernbank, and Doral Bank),
their respective parents, subsidiaries, predecessors, successors, and assigns, any entities acting
under the direction or control or on behalf of any of the foregoing entities (including, without
limitation, any mutual funds or other investment funds managed, advised, or administered by a
Banco Popular entity), and the respective present and former employees, officers, directors,
agents, and representatives of each of the foregoing entities and any other persons acting under
their direction or control or on their behalf.

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16.

COFINA means the Puerto Rico Sales Tax Financing Corporation.

17.
COFINA Structure means the debt financing structure created and governed by
the statutes, resolutions, agreements, and other transaction documents relating to COFINA.
18.
Commonwealth means the Commonwealth of Puerto Rico, as well as its elected
officials, employees, agents, representatives, attorneys, advisors, or any other person or persons
acting or purporting to act on its behalf including all related government agencies /
instrumentalities. For purposes of these requests, the term Commonwealth does not include
COFINA.
19.
Commonwealth Constitutional Debt Limit means any limit imposed by the
Constitution of the Commonwealth of Puerto Rico on the issuance or guarantee of debt by the
Commonwealth or its instrumentalities, including the restrictions described in Article VI, Sec. 2
of the Commonwealth Constitution.
20.
Commonwealth Municipal Bonds means any bonds issued by the
Commonwealth, the GDB, COFINA, the Puerto Rico Highway Transportation Authority
(“PRHTA”), the Puerto Rico Infrastructure Financing Authority (“PRIFA”), the Puerto Rico
Convention Center District Authority (“PRCDA”), the Puerto Rico Public Buildings Authority
(“PRPBA”), and any other instrumentality, municipality, entity, or public corporation of the
Commonwealth.
21.
GDB means the Government Development Bank for Puerto Rico and each of its
present and former employees, officers, directors, representatives, parents, subsidiaries, affiliates,
agents, successors, predecessors and all other persons or entities controlled by or acting on its or
their behalf.
22.
Popular Asset Management means Popular Asset Management, Inc. and its
parents, subsidiaries, and affiliates, as well as its or their current and former officers, directors,
attorneys, agents, accountants, employees, representatives, financial advisors, or any other
person acting or purporting to act on Popular Asset Management’s behalf, and each of their
predecessors and successors.
23.
Popular Securities means Popular Securities LLC and its parents, subsidiaries,
and affiliates, as well as its or their current and former officers, directors, attorneys, agents,
accountants, employees, representatives, financial advisors, or any other person acting or
purporting to act on Popular Securities’ behalf, and each of their predecessors and successors.
24.
Puerto Rico Bond Funds means any and all funds holding or trading in, in
whole or in part, Commonwealth Municipal Bonds, including but not limited to: Puerto Rico
Investors Tax-Free Fund, Inc.; Puerto Rico Investors Tax-Free Fund II, Inc.; Puerto Rico
Investors Tax-Free Fund III, Inc.; Puerto Rico Investors Tax-Free Fund IV, Inc.; Puerto Rico
Investors Tax-Free Fund V, Inc.; Puerto Rico Investors Tax-Free Fund VI, Inc.; Puerto Rico
Investors Bond Fund I; Puerto Rico Tax-Free Target Maturity Fund, Inc.; and Puerto Rico TaxFree Target Maturity Fund II, Inc.

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25.
Regulator means any entity—state or local, national or international,
governmental or non-governmental, including but not limited to the Federal Deposit Insurance
Corporation (“FDIC”), the Federal Reserve Board, the Municipal Securities Rulemaking Board
(“MSRB”), the Securities and Exchange Commission (“SEC”), and the Financial Industry
Regulatory Authority (“FINRA”)—which has authority to regulate banks, financial institutions
or the issuance or sale of securities or bonds, including for example the Commonwealth
Municipal Bonds or the Puerto Rico Bond Funds.
26.
Santander means Santander Securities LLC, Santander Securities Corporation,
Santander Asset Management, Banco Santander Puerto Rico, their present and former affiliates
and direct and indirect subsidiaries, and their respective parents, subsidiaries, predecessors,
successors, and assigns, any entities acting under the direction or control or on behalf of any of
the foregoing entities (including, without limitation, any mutual funds or other investment funds
managed, advised, or administered by a Santander entity, including, without limitation, any
funds part of the Santander “First Puerto Rico Family of Funds”), and the respective present and
former employees, officers, directors, agents, and representatives of each of the foregoing
entities and any other persons acting under their direction or control or on their behalf.
27.
You or Your shall mean Banco Popular de Puerto Rico and its parents,
subsidiaries, and affiliates, as well as its or their current and former officers, directors, attorneys,
agents, accountants, employees, representatives, financial advisors, or any other person acting or
purporting to act on Banco Popular de Puerto Rico’s behalf, and each of their predecessors and
successors.
II.

TIME PERIOD

Unless otherwise specified, this Document Request relates to the period commencing
January 1, 2006, and continuing through May 3, 2017.
III.

REQUESTS FOR DOCUMENTS

1.
All Documents or Communications concerning the Commonwealth
Constitutional Debt Limit, including, without limitation, all Documents or Communications
concerning:
(a) Any evaluations, analyses, or assessments of the Commonwealth Constitutional Debt
Limit;
(b) Any calculation or consideration (draft or final) of the Commonwealth Constitutional
Debt Limit;
(c) Any certifications (draft or final) concerning compliance with the Commonwealth
Constitutional Debt Limit;
(d) Any actual or potential risk that an issuance or guarantee of debt could or would
exceed, or had exceeded, the Commonwealth Constitutional Debt Limit, including but
not limited to any legal opinion (draft or final) concerning the Commonwealth
Constitutional Debt Limit; or
(e) Any issuance or guarantee or contemplated issuance or guarantee of debt obligations
in excess of a debt limit.

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2.
All Documents or Communications concerning COFINA or the COFINA
Structure, including, without limitation, all Documents or Communications concerning:
(a) The contemplation or creation of COFINA or the COFINA Structure;
(b) Any analyses of the structure of COFINA and the projected tax receipts, projected
revenues, and any other flows of funds attributable to, or available to, COFINA.
(c) Any opinion letter (draft or final) concerning COFINA or the COFINA Structure;
(d) The COFINA Enabling Act (Act 91 of 2006, and any amendments thereto);
(e) Any contemplated, proposed, or enacted legislation (including any drafts thereof)
affecting or potentially affecting COFINA or the COFINA Structure (including the Sales
and Use Tax);
(f) Any question, concern, consideration, or analysis concerning the legality, illegality,
constitutionality or unconstitutionality of COFINA, the COFINA Structure, or any aspect
thereof;
(g) Whether the Puerto Rico Legislative Assembly has the authority to create, eliminate,
encumber, or modify the assets of COFINA; or
(h) Any actual or contemplated benefit or advantage of COFINA or the COFINA
Structure relative to any other structure or form of debt financing.
3.
All documents or communications concerning the constitutionality or
unconstitutionality of issuing debt to finance deficit spending or pay pre-existing debt.
4.
All Documents or Communications concerning the application of Government
Accounting Standards Board rules and principles concerning “blended component units” to
(a) the calculation of the Commonwealth Constitutional Debt Limit, (b) COFINA, (c) the Puerto
Rico Infrastructure Financing Authority (“PRIFA”), or (d) the Puerto Rico Building Authority
(“PBA”).
5.
All Documents or Communications reflecting financial modeling, evaluation, or
analysis of the creditworthiness of the Commonwealth and/or its instrumentalities, including any
financial modeling, evaluation or analysis of the economic condition, economic activity, and
economic performance of the Commonwealth and/or any of its instrumentalities.
6.
All Documents or Communications concerning any evaluation, calculation,
analyses or assessments of whether the debt load of the Commonwealth or its instrumentalities
exceeded its (and/or their) ability to repay.
7.
All Documents or Communications concerning any evaluations, calculations,
analyses, or assessments of the creditworthiness of any Commonwealth Municipal Bonds.
8.
All Documents or Communications concerning COFINA and the
Commonwealth Constitutional Debt Limit.
9.
With respect to COFINA, all Documents or Communications reflecting
agreements to which COFINA, the Commonwealth, or the Bank of New York (individually or as
trustee) is or was a party, relating to any funds or accounts into which Sales and Use Tax
revenues are deposited and/or from which they are withdrawn or invested (including, without
limitation, the revenue account of the project fund held under the COFINA Resolution (the
5

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Amended and Restated Sales Tax Revenue Bond Resolution as amended and restated on
June 10, 2009, and as further supplemented)).
10.
All Communications between one or all of Popular Securities, Popular, Inc.,
Popular Asset Management, Banco Popular de Puerto Rico, and the GDB.
11.
All Communications between Banco Popular de Puerto Rico and any entities or
instrumentalities associated with the Commonwealth concerning Commonwealth Municipal
Bonds.
12.
All Documents or Communications concerning the actual or potential acquisition
by any credit union or cooperativa located in Puerto Rico of any Commonwealth Municipal
Bonds.
13.
All Communications with any entities or institutions who may have assisted with
the issuance of Commonwealth Municipal Bonds, including but not limited to institutions
serving as underwriters or brokers for Commonwealth Municipal Bonds.
14.
All Communications between Banco Popular de Puerto Rico and any other
related entities, including but not limited to Popular Securities, Popular Asset Management, and
Popular, Inc., regarding evaluations, calculations, analyses, or assessments of the
creditworthiness of the Commonwealth and/or any of its instrumentalities.
15.
All Communications between Banco Popular de Puerto Rico and any other
related entities, including but not limited to Popular Securities, Popular Asset Management, and
Popular, Inc., regarding evaluations, calculations, analyses, or assessments of the actual or
potential risk that the Commonwealth could or would exceed, or has exceeded, the
Commonwealth Constitutional Debt Limit.
16.
All Communications between Banco Popular de Puerto Rico and any other
related entities, including but not limited to Popular Securities, Popular Asset Management, and
Popular, Inc., regarding the underwriting, brokering, sale, or marketing of Commonwealth
Municipal Bonds or any funds holding, in whole or in part, Commonwealth Municipal Bonds.
17.
All Communications between Banco Popular de Puerto Rico and any other
related entities, including but not limited to Popular Securities, Popular Asset Management, and
Popular, Inc., regarding actual or potential compensation associated with the underwriting,
brokering, sale, issuance, transfer, or administration of Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds.
18.
All Documents or Communications concerning any payments of any kind
(potential or realized) made by the GDB or by any other entity or instrumentality of the
Commonwealth to Banco Popular de Puerto Rico, in connection with any activities (including,
without limitation, underwriting, consulting, advisory engagements, or any other services of any
kind).
19.
All Documents and Communications, including all drafts thereof, of the
underwriting or offering documents and agreements, prospectuses, opinion letters, and due
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diligence for each offering of Commonwealth Municipal Bonds in which You had any
involvement.
20.
All Documents and Communications exchanged between You and the GDB or
the Commonwealth concerning any sales, offerings, or placement of Commonwealth Municipal
Bonds in which You had any involvement.
21.
All Documents and Communications concerning (a) SEC Rule 15c2-12,
(b) underwriter compliance with the obligations therein, or (c) actual, anticipated or projected
compliance or noncompliance by the Commonwealth with any related information disclosure
obligations.
22.
All Documents or Communications concerning any actual or perceived conflicts
of interest between any Banco Popular entities or employees (including Popular Securities,
Popular Asset Management, Popular, Inc., and Banco Popular de Puerto Rico) and the GDB,
including but not limited to Documents and Communications concerning whether an employee,
officer, or director of Banco Popular de Puerto Rico or GDB had any actual or perceived
conflicts of interest.
23.
Copies of all Banco Popular de Puerto Rico compliance manuals, policies, and
codes of conduct.
24.
Copies of all Banco Popular de Puerto Rico conflict of interest policies,
including but not limited to any policies, procedures, and ethical walls established to address
conflict of interest concerns related to the GDB, the Commonwealth Municipal Bonds, or the
Puerto Rico Bond Funds.
25.
Copies of all employment agreements relating to (i) current and former officers
and directors of Banco Popular de Puerto Rico; and (ii) current and former employees of Banco
Popular de Puerto Rico earning more than $75,000 per year (inclusive of base compensation,
bonuses, and equity grants) who were employed by the GDB at any time.
26.
Copies of all agreements between any Banco Popular entity (including but not
limited to Popular Securities, Popular Asset Management, Banco Popular de Puerto Rico, and
Popular, Inc.) and any other institution which relate in any part to the structuring or execution of
transactions involving Commonwealth Municipal Bonds.
27.
For each series of Commonwealth Municipal Bonds issued during the period
from 2006 through the present in which You participated or considered participating:
(a) All closing binders and bond transcripts;
(b) Documents reflecting the flow of funds (including account numbers and/or wire
transfer numbers) of the bond proceeds;
(c) All Documents or Communications concerning any due diligence You performed
prior to the underwriting, brokering, sale, administration, or marketing of Commonwealth
Municipal Bonds.
(d) All Documents or Communications concerning any actual or contemplated
investment in or disposition of such bonds by (i) any Banco Popular entity (including but
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not limited to Popular Securities, Popular Asset Management, Banco Popular de Puerto
Rico, and Popular, Inc.), (ii) Santander, (iii) any underwriter or broker of such bonds, or
(iv) the GDP;
(e) All Documents or Communications concerning any efforts to sell, offer, or place such
bonds, including, without limitation, any requirement(s) that any Commonwealthsponsored, Commonwealth-regulated, or Commonwealth-related entity acquire bonds or
invest in the Puerto Rico Bond Funds;
(f) All sales, marketing, and/or roadshow materials or Documents;
(g) All Documents or Communications concerning actual or potential compensation
associated with the underwriting, brokering, sale, issuance, transfer, or administration of
such Commonwealth Municipal Bonds; and
(g) All agreements with any institution which relate in any part to the structuring or
execution of transactions involving such Commonwealth Municipal Bonds.
28.
All Documents or Communications regarding political contributions made by
Banco Popular de Puerto Rico or any of its employees to any candidate, political party, official
or other entity with any connection to the island of Puerto Rico or the Commonwealth.
29.
All Documents or Communications regarding charitable contributions made by
You to any entity where an executive or director of the GDB held a position or served as a
director.
30.
All Documents or Communications reflecting the engagement or other retention
by any Banco Popular entity (including but not limited to Popular Securities, Popular Asset
Management, Banco Popular de Puerto Rico, and Popular, Inc.) of any lobbyists or lobbying
firm(s) and any amounts spent on lobbying.
31.
All Documents or Communications concerning the sale or marketing of
Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
32.
All Documents or Communications pertaining to the risk of the Commonwealth
Municipal Bonds or the Puerto Rico Bond Funds and the suitability of those bonds for certain
investors, including but not limited to analyses regarding the risk classification for placement of
Commonwealth Municipal Bonds or Puerto Rico Bond Funds.
33.
All Documents or Communications with any bank association of Puerto Rico
(including but not limited to the Asociación de Bancos de Puerto Rico) or any securities
association of Puerto Rico concerning Commonwealth Municipal Bonds or the Puerto Rico Bond
Funds.
34.
All Documents or Communications concerning actual or potential revenues
obtained from the underwriting, brokering, sale, issuing loans for the purchase of, administration,
or marketing of Commonwealth Municipal Bonds or Puerto Rico Bond Funds.
35.
All Documents or Communications concerning the pooling or packaging of
Commonwealth Municipal Bonds for sale, including but not limited to any discussions regarding
the creation of the Puerto Rico Bond Funds.

8

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36.
All Documents or Communications regarding the suitability of Commonwealth
Municipal Bonds for the Puerto Rico Bond Funds.
37.
All Documents or Communications concerning the use of lending margin
accounts or margin borrowing to fund the purchase of Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds.
38.
All Documents or Communications reflecting any analysis or evaluation of the
suitability of the Commonwealth Municipal Bonds or the Puerto Rico Bond Funds for Your
customer accounts.
39.
All Documents or Communications regarding any analysis or evaluation of the
mix of assets to be placed into the Puerto Rico Bond Funds.
40.
All Documents or Communications regarding the fees, including but not limited
to advisory or administration fees, earned by Banco Popular de Puerto Rico or any related
entities, including but not limited to Popular Securities, Popular Asset Management, and
Popular, Inc., which related in any way to the placement of Commonwealth Municipal Bonds in
the Puerto Rico Bond Funds.
41.
All Documents or Communications regarding road show and/or investor
presentation materials related to Commonwealth Municipal Bonds or the Puerto Rico Bond
Funds.
42.
All prospectuses, circulars, or other sales, marketing, and offering materials,
including all drafts of such documents, concerning the Commonwealth Municipal Bonds and the
Puerto Rico Bond Funds.
43.
All Documents or Communications reflecting any analysis or evaluation of the
concentration of Puerto Rico Municipal Bonds or the Puerto Rico Bond Funds in Your
customers’ accounts.
44.
All Documents and Communications concerning the pricing of Commonwealth
Municipal Bonds or interests in the Puerto Rico Bond Funds.
45.
All Documents or Communications sufficient to show the manner in which Your
brokers or employees were compensated for the sale or placement of Commonwealth Municipal
Bonds or the Puerto Rico Bond Funds.
46.
All Documents or Communications regarding any guidance to brokers involved
in the selling or marketing of Commonwealth Municipal Bonds or the Puerto Rico Bond Funds,
including any scripts provided to brokers and any marketing materials distributed to potential
purchasers.
47.
All Documents or Communications produced to the Securities and Exchange
Commission which relate in any way to Banco Popular de Puerto Rico’s relationship with the
Commonwealth, the Commonwealth Municipal Bonds, or the Puerto Rico Bond Funds.

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48.
All Documents or Communications produced to any Regulator which relate in
any way to Banco Popular de Puerto Rico’s relationship with the Commonwealth, the
Commonwealth Municipal Bonds, or any of the Puerto Rico Bond Funds.
49.
All Documents or Communications to or from any Regulator concerning the
Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
50.
All Documents or Communications concerning the risks of the purchase, sale, or
holding of Commonwealth Municipal Bonds or the Puerto Rico Bond Funds in your depositors’
or Your own accounts, treasury accounts, or portfolios.
51.
All Documents and Communications concerning (a) any evaluations,
calculations, analyses or assessments of the risks associated with ownership by You for Your
own account of Commonwealth Municipal Bonds or Puerto Rico Bond Funds, or (b) any
evaluations, calculations, analyses or assessments by any of Your investment committees or risk
committees (or any other committee with similar functions, however titled) of actual or
contemplated disposition of Commonwealth Municipal Bonds or Puerto Rico Bond Funds held
by You for Your own account.
52.
All Documents or Communications concerning any directive from a Regulator
regarding the purchase, sale, or holding of Commonwealth Municipal Bonds or the Puerto Rico
Bond Funds.
53.
All board of directors materials, including but not limited to all board books,
meeting minutes and presentations, concerning the Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds, including, but not limited to, the risks thereof.
54.
All Documents and Communications between You and Santander concerning the
Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
55.
Identify all of Your employees who have worked at any time for the GDB or for
any Santander entity.

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EXHIBIT D

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July 18, 2017 Request for Documents from the
Committee of Unsecured Creditors of the Commonwealth of Puerto Rico
to Popular Securities LLC
The Committee of Unsecured Creditors of the Commonwealth of Puerto Rico (the “UCC”)
requests the following documents from Popular Securities LLC.
I.

INSTRUCTIONS AND DEFINITIONS

1.
Popular Securities means Popular Securities LLC and its parents, subsidiaries,
and affiliates, as well as its or their current and former officers, directors, attorneys, agents,
accountants, employees, representatives, financial advisors, or any other person acting or
purporting to act on Popular Securities’ behalf, and each of their predecessors and successors.
2.
The UCC requests that documents be produced in a form to be mutually agreed
between the UCC and Popular Securities.
3.
The UCC requests that all non-privileged documents responsive to the requests
below be produced in their entirety. The UCC further requests that (i) if a document is withheld
in its entirety because it is believed to be protected from disclosure, Popular Securities produce a
privilege log, in a form to be mutually agreed between the UCC and Popular Securities, and (ii)
if part of a document is believed to be protected from disclosure, a redacted document be
produced (and the redaction logged).
4.
These Requests apply to documents that are within Popular Securities’
possession, custody, or control, or the possession, custody, or control of Popular Securities’
agents, employees, affiliates, predecessors-in-interest, successors, assigns, attorneys or other
legal representatives, trustees, consultants, advisors, accountants, and all other persons acting on
Popular Securities’ behalf, and all other documents that are otherwise within Popular Securities’
control or entities over which Popular Securities exerts control.
5.
In construing these Requests, instructions or definitions, the singular form of a
word shall be interpreted as plural, and the plural form of a word shall be interpreted as singular,
whenever doing so broadens the scope of any of the Requests.
6.
The past tense in these Requests, instructions or definitions shall be construed to
include the present tense, and vice versa, whenever doing so broadens the scope of any of the
Requests.
7.
Document is used herein in the broadest sense permitted by the Rules of the
Bankruptcy Court of the District of Puerto Rico, and it includes any medium, including
electronically stored information, upon which intelligence or information can be recorded or
retrieved, including, without limitation, all written, electronic, or graphic matter of every kind
and description however produced or reproduced, all documents and tangible things, whether
draft or final, original or reproduction, including, but not limited to, all non-original, nonconforming, and non-identical copies, whether by reason of subsequent modification, notation,
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deletion, or otherwise. This includes, without limitation, all analyses, calculations, charts,
communications, computer readable media, correspondence, diaries, e-mails and other
electronically stored information, files, formulae, graphs, journals, calendars, letters, lists, log
books, manuals, memoranda, minutes of conversations or meetings, transcripts, microfiche,
microfilm, models, notebooks or notes, outlines, papers, policies, presentations, publications,
records, recordings, reports, statements, summaries, tangible things, video tapes, and files.
8.
Communications means any contact, transmission or exchange of information in
any form and includes without limitation all inquiries, discussions, conversations, testimony,
presentations, negotiations, agreements, understandings, meetings, telephone conversations, emails, social media (including posts), letters, notes, telegrams, advertisements, correspondence,
memoranda, or other forms of verbal, written or electronic transmissions, including drafts,
facsimiles and copies, as well as originals.
9.
The words concern or concerning, in addition to other customary and usual
meanings, means relating to, referring to, alluding to, responding to, connected with,
commenting on, describing, mentioning, memorializing, embodying, analyzing, showing,
constituting, evidencing, containing, identifying, stating, discussing, tending to support, tending
to refute, or in any way pertinent to the specified subject.
10.
The words all and any shall be construed as any and all, and the term each shall
be construed as each and every, so as to bring within the scope of a given Request all responses
that might otherwise be construed as outside its scope.
11.
The words and and or shall be construed to mean and/or and each of the
functional words each, every, and, and all, and shall be deemed to include each of the other
words whenever doing so broadens the scope of any of the Requests.
12.
The word reflecting, in addition to other customary and usual meanings, means
memorializing, documenting, embodying, or in any way recording the specified information.
13.
The word including shall mean “including, without limitation” and “including,
but not limited to.”
14.

The word draft includes both final and any preliminary or intermediate drafts.

15.
Banco Popular and Popular, Inc. mean Popular, Inc., its present and former
affiliates and direct and indirect subsidiaries (including, without limitation, Banco Popular de
Puerto Rico, Popular Securities, Popular Asset Management, Westernbank, and Doral Bank),
their respective parents, subsidiaries, predecessors, successors, and assigns, any entities acting
under the direction or control or on behalf of any of the foregoing entities (including, without
limitation, any mutual funds or other investment funds managed, advised, or administered by a
Banco Popular entity), and the respective present and former employees, officers, directors,
agents, and representatives of each of the foregoing entities and any other persons acting under
their direction or control or on their behalf.
16.
Banco Popular de Puerto Rico means the entity of that same name and its
parents, subsidiaries, and affiliates, as well as its or their current and former officers, directors,
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attorneys, agents, accountants, employees, representatives, financial advisors, or any other
person acting or purporting to act on Banco Popular de Puerto Rico’s behalf, and each of their
predecessors and successors.
17.

COFINA means the Puerto Rico Sales Tax Financing Corporation.

18.
COFINA Structure means the debt financing structure created and governed by
the statutes, resolutions, agreements, and other transaction documents relating to COFINA.
19.
Commonwealth means the Commonwealth of Puerto Rico, as well as its elected
officials, employees, agents, representatives, attorneys, advisors, or any other person or persons
acting or purporting to act on its behalf including all related government agencies /
instrumentalities. For purposes of these requests, the term Commonwealth does not include
COFINA.
20.
Commonwealth Constitutional Debt Limit means any limit imposed by the
Constitution of the Commonwealth of Puerto Rico on the issuance or guarantee of debt by the
Commonwealth or its instrumentalities, including the restrictions described in Article VI, Sec. 2
of the Commonwealth Constitution.
21.
Commonwealth Municipal Bonds means any bonds issued by the
Commonwealth, the GDB, COFINA, the Puerto Rico Highway Transportation Authority
(“PRHTA”), the Puerto Rico Infrastructure Financing Authority (“PRIFA”), the Puerto Rico
Convention Center District Authority (“PRCDA”), the Puerto Rico Public Buildings Authority
(“PRPBA”), and any other instrumentality, municipality, entity, or public corporation of the
Commonwealth.
22.
GDB means the Government Development Bank for Puerto Rico and each of its
present and former employees, officers, directors, representatives, parents, subsidiaries, affiliates,
agents, successors, predecessors and all other persons or entities controlled by or acting on its or
their behalf.
23.
Popular Asset Management means Popular Asset Management, Inc. and its
parents, subsidiaries, and affiliates, as well as its or their current and former officers, directors,
attorneys, agents, accountants, employees, representatives, financial advisors, or any other
person acting or purporting to act on Popular Asset Management’s behalf, and each of their
predecessors and successors.
24.
Puerto Rico Bond Funds means any and all funds holding or trading in, in whole
or in part, Commonwealth Municipal Bonds, including but not limited to: Puerto Rico Investors
Tax-Free Fund, Inc.; Puerto Rico Investors Tax-Free Fund II, Inc.; Puerto Rico Investors TaxFree Fund III, Inc.; Puerto Rico Investors Tax-Free Fund IV, Inc.; Puerto Rico Investors TaxFree Fund V, Inc.; Puerto Rico Investors Tax-Free Fund VI, Inc.; Puerto Rico Investors Bond
Fund I; Puerto Rico Tax-Free Target Maturity Fund, Inc.; and Puerto Rico Tax-Free Target
Maturity Fund II, Inc.
25.
Regulator means any entity—state or local, national or international,
governmental or non-governmental, including but not limited to the Federal Deposit Insurance
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Corporation (“FDIC”), the Federal Reserve Board, the Municipal Securities Rulemaking Board
(“MSRB”), the Securities and Exchange Commission (“SEC”), and the Financial Industry
Regulatory Authority (“FINRA”)—which has authority to regulate banks, financial institutions
or the issuance or sale of securities or bonds, including for example the Commonwealth
Municipal Bonds or the Puerto Rico Bond Funds.
26.
Santander means Santander Securities LLC, Santander Securities Corporation,
Santander Asset Management, Banco Santander Puerto Rico, their present and former affiliates
and direct and indirect subsidiaries, and their respective parents, subsidiaries, predecessors,
successors, and assigns, any entities acting under the direction or control or on behalf of any of
the foregoing entities (including, without limitation, any mutual funds or other investment funds
managed, advised, or administered by a Santander entity, including, without limitation, any
funds part of the Santander “First Puerto Rico Family of Funds”), and the respective present and
former employees, officers, directors, agents, and representatives of each of the foregoing
entities and any other persons acting under their direction or control or on their behalf.
27.
You or Your shall mean Popular Securities LLC and its parents, subsidiaries, and
affiliates, as well as its or their current and former officers, directors, attorneys, agents,
accountants, employees, representatives, financial advisors, or any other person acting or
purporting to act on Popular Securities LLC’s behalf, and each of their predecessors and
successors.
II.

TIME PERIOD

Unless otherwise specified, this Document Request relates to the period commencing
January 1, 2006, and continuing through May 3, 2017.
III.

REQUESTS FOR DOCUMENTS

1.
All Documents or Communications concerning the Commonwealth
Constitutional Debt Limit, including, without limitation, all Documents or Communications
concerning:
(a) Any evaluations, analyses, or assessments of the Commonwealth Constitutional Debt
Limit;
(b) Any calculation or consideration (draft or final) of the Commonwealth Constitutional
Debt Limit;
(c) Any certifications (draft or final) concerning compliance with the Commonwealth
Constitutional Debt Limit;
(d) Any actual or potential risk that an issuance or guarantee of debt could or would
exceed, or had exceeded, the Commonwealth Constitutional Debt Limit, including but
not limited to any legal opinion (draft or final) concerning the Commonwealth
Constitutional Debt Limit; or
(e) Any issuance or guarantee or contemplated issuance or guarantee of debt obligations
in excess of a debt limit.
2.
All Documents or Communications concerning COFINA or the COFINA
Structure, including, without limitation, all Documents or Communications concerning:
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(a) The contemplation or creation of COFINA or the COFINA Structure;
(b) Any analyses of the structure of COFINA and the projected tax receipts, projected
revenues, and any other flows of funds attributable to, or available to, COFINA.
(c) Any opinion letter (draft or final) concerning COFINA or the COFINA Structure;
(d) The COFINA Enabling Act (Act 91 of 2006, and any amendments thereto);
(e) Any contemplated, proposed, or enacted legislation (including any drafts thereof)
affecting or potentially affecting COFINA or the COFINA Structure (including the Sales
and Use Tax);
(f) Any question, concern, consideration, or analysis concerning the legality, illegality,
constitutionality or unconstitutionality of COFINA, the COFINA Structure, or any aspect
thereof;
(g) Whether the Puerto Rico Legislative Assembly has the authority to create, eliminate,
encumber, or modify the assets of COFINA; or
(h) Any actual or contemplated benefit or advantage of COFINA or the COFINA
Structure relative to any other structure or form of debt financing.
3.
All documents or communications concerning the constitutionality or
unconstitutionality of issuing debt to finance deficit spending or pay pre-existing debt.
4.
All Documents or Communications concerning the application of Government
Accounting Standards Board rules and principles concerning “blended component units” to
(a) the calculation of the Commonwealth Constitutional Debt Limit, (b) COFINA, (c) the Puerto
Rico Infrastructure Financing Authority (“PRIFA”), or (d) the Puerto Rico Building Authority
(“PBA”).
5.
All Documents or Communications reflecting financial modeling, evaluation, or
analysis of the creditworthiness of the Commonwealth and/or its instrumentalities, including any
financial modeling, evaluation or analysis of the economic condition, economic activity, and
economic performance of the Commonwealth and/or any of its instrumentalities.
6.
All Documents or Communications concerning any evaluation, calculation,
analyses or assessments of whether the debt load of the Commonwealth or its instrumentalities
exceeded its (and/or their) ability to repay.
7.
All Documents or Communications concerning any evaluations, calculations,
analyses, or assessments of the creditworthiness of any Commonwealth Municipal Bonds.
8.
All Documents or Communications concerning COFINA and the
Commonwealth Constitutional Debt Limit.
9.
With respect to COFINA, all Documents or Communications reflecting
agreements to which COFINA, the Commonwealth, or the Bank of New York (individually or as
trustee) is or was a party, relating to any funds or accounts into which Sales and Use Tax
revenues are deposited and/or from which they are withdrawn or invested (including, without
limitation, the revenue account of the project fund held under the COFINA Resolution (the
Amended and Restated Sales Tax Revenue Bond Resolution as amended and restated on
June 10, 2009, and as further supplemented)).
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10.
All Communications between one or all of Popular Securities, Popular, Inc.,
Popular Asset Management, Banco Popular de Puerto Rico, and the GDB.
11.
All Communications between Popular Securities and any entities or
instrumentalities associated with the Commonwealth concerning Commonwealth Municipal
Bonds.
12.
All Documents or Communications concerning the actual or potential acquisition
by any credit union or cooperativa located in Puerto Rico of any Commonwealth Municipal
Bonds.
13.
All Communications with any entities or institutions who may have assisted with
the issuance of Commonwealth Municipal Bonds, including but not limited to other institutions
serving as underwriters or brokers for Commonwealth Municipal Bonds.
14.
All Communications between Popular Securities and any other related entities,
including but not limited to Banco Popular de Puerto Rico, Popular Asset Management, and
Popular, Inc., regarding evaluations, calculations, analyses, or assessments of the
creditworthiness of the Commonwealth and/or any of its instrumentalities.
15.
All Communications between Popular Securities and any other related entities,
including but not limited to Banco Popular de Puerto Rico, Popular Asset Management, and
Popular, Inc., regarding evaluations, calculations, analyses, or assessments of the actual or
potential risk that the Commonwealth could or would exceed, or has exceeded, the
Commonwealth Constitutional Debt Limit.
16.
All Communications between Popular Securities and any other related entities,
including but not limited to Banco Popular de Puerto Rico, Popular Asset Management, and
Popular, Inc., regarding the underwriting, brokering, sale, or marketing of Commonwealth
Municipal Bonds or any funds holding, in whole or in part, Commonwealth Municipal Bonds.
17.
All Communications between Popular Securities and any other related entities,
including but not limited to Banco Popular de Puerto Rico, Popular Asset Management, and
Popular, Inc., regarding actual or potential compensation associated with the underwriting,
brokering, sale, issuance, transfer, or administration of Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds.
18.
All Documents or Communications concerning any payments of any kind
(potential or realized) made by the GDB or by any other entity or instrumentality of the
Commonwealth to Popular Securities, in connection with any activities (including, without
limitation, underwriting, consulting, advisory engagements, or any other services of any kind).
19.
All Documents and Communications, including all drafts thereof, of the
underwriting or offering documents and agreements, prospectuses, opinion letters, and due
diligence for each offering of Commonwealth Municipal Bonds in which You participated or
considered participating.

6

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20.
All Documents and Communications exchanged between You and the GDB or
the Commonwealth concerning any sales, offerings, or placement of Commonwealth Municipal
Bonds in which You participated or considered participating.
21.
All Documents and Communications concerning (a) SEC Rule 15c2-12,
(b) underwriter compliance with the obligations therein, or (c) actual, anticipated or projected
compliance or noncompliance by the Commonwealth with any related information disclosure
obligations.
22.
All Documents or Communications concerning any actual or perceived conflicts
of interest between any Banco Popular entities or employees (including but not limited to
Popular Securities, Popular Asset Management, Popular, Inc., and Banco Popular de Puerto
Rico) and the GDB, including but not limited to Documents and Communications concerning
whether an employee, officer, or director of Popular Securities or GDB had any actual or
perceived conflicts of interest.
23.
conduct.

Copies of all Popular Securities compliance manuals, policies, and codes of

24.
Copies of all Popular Securities conflict of interest policies, including but not
limited to any policies, procedures and ethical walls established to address conflict of interest
concerns related to the GDB, the Commonwealth Municipal Bonds, or the Puerto Rico Bond
Funds.
25.
Copies of all employment agreements relating to employees of Popular
Securities (i) earning more than $75,000 per year (inclusive of base compensation, bonus, and
equity grants) who were employed by the GDB at any time and (ii) who served as an officer or
director of Popular Securities at any time.
26.
Copies of all agreements between any Banco Popular entity (including but not
limited to Popular Securities, Popular Asset Management, Popular Inc., and Banco Popular de
Puerto Rico) and any other institution which relate in any part to the structuring or execution of
transactions involving Commonwealth Municipal Bonds.
27.
For each series of Commonwealth Municipal Bonds issued during the period
from 2006 through the present in which You participated or considered participating:
(a) All closing binders and bond transcripts;
(b) Documents reflecting the flow of funds (including account numbers and/or wire
transfer numbers) of the bond proceeds;
(c) All Documents or Communications concerning any due diligence You performed
prior to the underwriting, brokering, sale, or marketing of Commonwealth Municipal
Bonds.
(d) All Documents or Communications concerning any actual or contemplated
investment in or disposition of such bonds by (i) any Banco Popular entity (including but
not limited to Popular Securities, Popular Asset Management, Banco Popular de Puerto
Rico, and Popular, Inc.), (ii) Santander, (iii) any underwriter or broker of such bonds, or
(iv) the GDB;
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(e) All Documents or Communications concerning any efforts to sell, offer, or place such
bonds, including, without limitation, any requirement(s) that any Commonwealthsponsored, Commonwealth-regulated, or Commonwealth-related entity acquire bonds or
invest in the Puerto Rico Bond Funds;
(f) All sales, marketing, and/or roadshow materials or Documents;
(g) All Documents or Communications concerning actual or potential compensation
associated with the underwriting, brokering, sale, issuance, transfer, or administration of
such Commonwealth Municipal Bonds; and
(h) All agreements with any institution which relate in any part to the structuring or
execution of transactions involving such Commonwealth Municipal Bonds.
28.
All Documents or Communications regarding political contributions made by
Popular Securities or any of its employees to any candidate, political party, official or other
entity with any connection to the island of Puerto Rico or the Commonwealth.
29.
All Documents or Communications regarding charitable contributions made by
You to any entity where an executive or director of the GDB held a position or served as a
director.
30.
All Documents or Communications reflecting the engagement or other retention
by any Banco Popular entity (including but not limited to Popular Securities, Popular Asset
Management, Banco Popular de Puerto Rico, and Popular, Inc.) of any lobbyists or lobbying
firm(s) and any amounts spent on lobbying.
31.
All Documents or Communications concerning the sale or marketing of
Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
32.
All Documents or Communications pertaining to the risk of the Commonwealth
Municipal Bonds or the Puerto Rico Bond Funds and the suitability of those bonds for certain
investors, including but not limited to analyses regarding the risk classification for placement of
Commonwealth Municipal Bonds or Puerto Rico Bond Funds.
33.
All Documents or Communications with any bank association of Puerto Rico
(including but not limited to Asociación de Bancos de Puerto Rico) or any securities association
of Puerto Rico concerning Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
34.
All Documents or Communications concerning actual or potential revenues
obtained from the underwriting, brokering, sale, or marketing of Commonwealth Municipal
Bonds or Puerto Rico Bond Funds.
35.
All Documents or Communications concerning the pooling or packaging of
Commonwealth Municipal Bonds for sale, including but not limited to any discussions regarding
the creation of the Puerto Rico Bond Funds.
36.
All Documents or Communications regarding the suitability of Commonwealth
Municipal Bonds for the Puerto Rico Bond Funds.

8

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37.
All Documents or Communications concerning the use of lending, margin
accounts, or margin borrowing to fund the purchase of Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds.
38.
All Documents or Communications reflecting any analysis or evaluation of the
suitability of the Commonwealth Municipal Bonds or the Puerto Rico Bond Funds for Your
customer accounts.
39.
All Documents or Communications regarding any analysis or evaluation of the
mix of assets to be placed into the Puerto Rico Bond Funds.
40.
All Documents or Communications regarding the fees, including but not limited
to advisory fees, earned by Popular Securities or any related entities, including but not limited to
Banco Popular de Puerto Rico, and Popular, Inc., which related in any way to the placement of
Commonwealth Municipal Bonds in the Puerto Rico Bond Funds.
41.
All Documents or Communications regarding road show and/or investor
presentation materials related to Commonwealth Municipal Bonds or the Puerto Rico Bond
Funds.
42.
All prospectuses, circulars, or other sales, marketing, and offering materials,
including all drafts of such documents, concerning the Commonwealth Municipal Bonds and the
Puerto Rico Bond Funds.
43.
All Documents or Communications reflecting any analysis or evaluation of the
concentration of Puerto Rico Municipal Bonds or the Puerto Rico Bond Funds in Your
customers’ accounts.
44.
All Documents and Communications concerning the pricing of Commonwealth
Municipal Bonds or interests in the Puerto Rico Bond Funds.
45.
All Documents or Communications sufficient to show the manner in which Your
brokers or employees were compensated for the sale or placement of Commonwealth Municipal
Bonds or the Puerto Rico Bond Funds.
46.
All Documents or Communications regarding any guidance to brokers involved
in the selling or marketing of Commonwealth Municipal Bonds or the Puerto Rico Bond Funds,
including any scripts provided to brokers and any marketing materials distributed to potential
purchasers.
47.
All Documents or Communications to or from any Regulator concerning the
Commonwealth, the Commonwealth Municipal Bonds, or the Puerto Rico Bond Funds.
48.
All Documents or Communications produced to the Financial Industry
Regulatory Authority (FINRA) in Disciplinary Action No. 2013035309401.
49.
All Documents or Communications produced to the Financial Industry
Regulatory Authority (FINRA) in Disciplinary Action No. 2006003711001.
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50.
All Documents or Communications produced to the Securities and Exchange
Commission which relate in any way to Popular Securities’ relationship with the
Commonwealth, the Commonwealth Municipal Bonds, or the Puerto Rico Bond Funds.
51.
All Documents or Communications produced to any Regulator which relate in
any way to Popular Securities’ relationship with the Commonwealth, the Commonwealth
Municipal Bonds, or any of the Puerto Rico Bond Funds.
52.
All Documents and Communications concerning (a) any evaluations,
calculations, analyses or assessments of the risks associated with ownership by You for Your
own account of Commonwealth Municipal Bonds or Puerto Rico Bond Funds, or (b) any
evaluations, calculations, analyses or assessments by any of Your investment committees or risk
committees (or any other committee with similar functions, however titled) of actual or
contemplated disposition of Commonwealth Municipal Bonds or Puerto Rico Bond Funds held
by You for Your own account.
53.
All board of directors materials, including but not limited to, all board books,
meeting minutes and presentations, concerning the Commonwealth Municipal Bond and the
Puerto Rico Bond Funds, including but not limited to, the risks thereof.
54.
All Documents and Communications between You and Santander concerning the
Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
55.
Identify all of Your employees who have worked at any time for the GDB or for
any Santander entity.

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EXHIBIT E

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July 17, 2017 Request for Documents from the
Committee of Unsecured Creditors of the Commonwealth of Puerto Rico
to Santander Securities LLC
The Committee of Unsecured Creditors of the Commonwealth of Puerto Rico (the “UCC”)
requests the following documents from Santander Securities LLC.
I.

INSTRUCTIONS AND DEFINITIONS

1.
Santander Securities means Santander Securities LLC and its parents,
subsidiaries, and affiliates, as well as its or their current and former officers, directors, attorneys,
agents, accountants, employees, representatives, financial advisors, or any other person acting or
purporting to act on Santander Securities LLC’s behalf, and each of their predecessors and
successors.
2.
The UCC requests that documents be produced in a form to be mutually agreed
between the UCC and Santander Securities.
3.
The UCC requests that all non-privileged documents responsive to the requests
below be produced in their entirety. The UCC further requests that (i) if a document is withheld
in its entirety because it is believed to be protected from disclosure, Santander Securities produce
a privilege log, in a form to be mutually agreed between the UCC and Santander Securities, and
(ii) if part of a document is believed to be protected from disclosure, a redacted document be
produced (and the redaction logged).
4.
These Requests apply to documents that are within Santander Securities’
possession, custody, or control, or the possession, custody, or control of Santander Securities’
agents, employees, affiliates, predecessors-in-interest, successors, assigns, attorneys or other
legal representatives, trustees, consultants, advisors, accountants, and all other persons acting on
Santander Securities’ behalf, and all other documents that are otherwise within Santander
Securities’ control or entities over which Santander Securities exerts control.
5.
In construing these Requests, instructions or definitions, the singular form of a
word shall be interpreted as plural, and the plural form of a word shall be interpreted as singular,
whenever doing so broadens the scope of any of the Requests.
6.
The past tense in these Requests, instructions or definitions shall be construed to
include the present tense, and vice versa, whenever doing so broadens the scope of any of the
Requests.
7.
Document is used herein in the broadest sense permitted by the Rules of the
Bankruptcy Court of the District of Puerto Rico, and it includes any medium, including
electronically stored information, upon which intelligence or information can be recorded or
retrieved, including, without limitation, all written, electronic, or graphic matter of every kind
and description however produced or reproduced, all documents and tangible things, whether
draft or final, original or reproduction, including, but not limited to, all non-original, non1

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conforming, and non-identical copies, whether by reason of subsequent modification, notation,
deletion, or otherwise. This includes, without limitation, all analyses, calculations, charts,
communications, computer readable media, correspondence, diaries, e-mails and other
electronically stored information, files, formulae, graphs, journals, calendars, letters, lists, log
books, manuals, memoranda, minutes of conversations or meetings, transcripts, microfiche,
microfilm, models, notebooks or notes, outlines, papers, policies, presentations, publications,
records, recordings, reports, statements, summaries, tangible things, video tapes, and files.
8.
Communications means any contact, transmission or exchange of information in
any form and includes without limitation all inquiries, discussions, conversations, testimony,
presentations, negotiations, agreements, understandings, meetings, telephone conversations, emails, social media (including posts), letters, notes, telegrams, advertisements, correspondence,
memoranda, or other forms of verbal, written or electronic transmissions, including drafts,
facsimiles and copies, as well as originals.
9.
The words concern or concerning, in addition to other customary and usual
meanings, means relating to, referring to, alluding to, responding to, connected with,
commenting on, describing, mentioning, memorializing, embodying, analyzing, showing,
constituting, evidencing, containing, identifying, stating, discussing, tending to support, tending
to refute, or in any way pertinent to the specified subject.
10.
The words all and any shall be construed as any and all, and the term each shall
be construed as each and every, so as to bring within the scope of a given Request all responses
that might otherwise be construed as outside its scope.
11.
The words and and or shall be construed to mean and/or and each of the
functional words each, every, and, and all, and shall be deemed to include each of the other
words whenever doing so broadens the scope of any of the Requests.
12.
The word reflecting, in addition to other customary and usual meanings, means
memorializing, documenting, embodying, or in any way recording the specified information.
13.
The word including shall mean “including, without limitation” and “including,
but not limited to.”
14.

The word draft includes both final and any preliminary or intermediate drafts.

15.
Banco Popular means Popular, Inc., its present and former affiliates and direct
and indirect subsidiaries (including, without limitation, Popular Securities and Popular Asset
Management), their respective parents, subsidiaries, predecessors, successors, and assigns, any
entities acting under the direction or control or on behalf of any of the foregoing entities
(including, without limitation, any mutual funds or other investment funds managed, advised, or
administered by a Banco Popular entity), and the respective present and former employees,
officers, directors, agents, and representatives of each of the foregoing entities and any other
persons acting under their direction or control or on their behalf.
16.

COFINA means the Puerto Rico Sales Tax Financing Corporation.
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17.
COFINA Structure means the debt financing structure created and governed by
the statutes, resolutions, agreements, and other transaction documents relating to COFINA.
18.
Commonwealth means the Commonwealth of Puerto Rico, as well as its elected
officials, employees, agents, representatives, attorneys, advisors, or any other person or persons
acting or purporting to act on its behalf including all related government
agencies/instrumentalities. For purposes of these requests, the term Commonwealth does not
include COFINA.
19.
Commonwealth Constitutional Debt Limit means any limit imposed by the
Constitution of the Commonwealth of Puerto Rico on the issuance or guarantee of debt by the
Commonwealth or its instrumentalities, including the restrictions described in Article VI, Sec. 2
of the Commonwealth Constitution.
20.
Commonwealth Municipal Bonds means any bonds issued by the
Commonwealth, the GDB, COFINA, the Puerto Rico Highway Transportation Authority
(“PRHTA”), the Puerto Rico Infrastructure Financing Authority (“PRIFA”), the Puerto Rico
Convention Center District Authority (“PRCDA”), the Puerto Rico Public Buildings Authority
(“PRPBA”), and any other instrumentality, municipality, entity, or public corporation of the
Commonwealth.
21.
GDB means the Government Development Bank for Puerto Rico and each of its
present and former employees, officers, directors, representatives, parents, subsidiaries, affiliates,
agents, successors, predecessors and all other persons or entities controlled by or acting on its or
their behalf.
22.
Puerto Rico Bond Funds means any and all funds holding or trading in, in whole
or in part, Commonwealth Municipal Bonds, including but not limited to the “First Puerto Rico
Family of Funds” which is comprised of the following mutual funds: Santander AM Intermediate
Fixed-Income Fund, Inc., First Puerto Rico Tax-Exempt Fund, Inc., First Puerto Rico Equity
Opportunities Fund, Inc., First Puerto Rico Daily Liquidity Fund, Inc., First Puerto Rico AAA
Fixed-Income Fund, First Puerto Rico Tax Exempt Fund II, Inc., Tar-San II, Tar-San III, Tar-San
IV, Tar-San V, Tar-San VII, First Puerto Rico Tax-Advantaged Target Maturity Fund I, Inc.,
First Puerto Rico Tax-Advantaged Target Maturity Fund II Inc., First Puerto Rico Target
Maturity Income Opportunities Fund I, Inc., First Puerto Rico Target Maturity Income
Opportunities Fund II, Inc., First Puerto Rico AAA Target Maturity Fund I, Inc., and First Puerto
Rico AAA Target Maturity Fund II, Inc.
23.
Regulator means any entity—state or local, national or international,
governmental or non-governmental, including but not limited to the Federal Deposit Insurance
Corporation (“FDIC”), the Federal Reserve Board, the Municipal Securities Rulemaking Board
(“MSRB”), the Securities and Exchange Commission (“SEC”), and the Financial Industry
Regulatory Authority (“FINRA”)—which has authority to regulate banks, financial institutions
or the issuance or sale of securities or bonds, including for example the Commonwealth
Municipal Bonds or the Puerto Rico Bond Funds.

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24.
Santander Asset Management means Santander Asset Management, LLC and its
parents, subsidiaries, and affiliates, as well as its or their current and former officers, directors,
attorneys, agents, accountants, employees, representatives, financial advisors, or any other
person acting or purporting to act on Santander Asset Management’s behalf, and each of their
predecessors and successors.
25.
Banco Santander Puerto Rico means the entity of that same name and its parents,
subsidiaries, and affiliates, as well as its or their current and former officers, directors, attorneys,
agents, accountants, employees, representatives, financial advisors, or any other person acting or
purporting to act on Banco Santander Puerto Rico’s behalf, and each of their predecessors and
successors.
26.
Securities Master shall mean the risk classification system described in the Letter
of Acceptance, Waiver, and Consent for FINRA Disciplinary Action No. 2014041355501.
27.
You or Your shall mean Santander Securities LLC and its parents, subsidiaries,
and affiliates, as well as its or their current and former officers, directors, attorneys, agents,
accountants, employees, representatives, financial advisors, or any other person acting or
purporting to act on Santander Securities LLC’s behalf, and each of their predecessors and
successors.
II.

TIME PERIOD

Unless otherwise specified, this Document Request relates to the period commencing
January 1, 2006 and continuing through May 3, 2017.
III.

REQUESTS FOR DOCUMENTS

1.
All Documents or Communications concerning the Commonwealth
Constitutional Debt Limit, including, without limitation, all Documents or Communications
concerning:
(a) Any evaluations, analyses, or assessments of the Commonwealth Constitutional Debt
Limit;
(b) Any calculation or consideration (draft or final) of the Commonwealth Constitutional
Debt Limit;
(c) Any certifications (draft or final) concerning compliance with the Commonwealth
Constitutional Debt Limit;
(d) Any actual or potential risk that an issuance or guarantee of debt could or would
exceed, or had exceeded, the Commonwealth Constitutional Debt Limit, including but
not limited to any legal opinion (draft or final) concerning the Commonwealth
Constitutional Debt Limit; or
(e) Any issuance or guarantee or contemplated issuance or guarantee of debt obligations
in excess of a debt limit.
2.
All Documents or Communications concerning COFINA or the COFINA
Structure, including, without limitation, all Documents or Communications concerning:
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(a) The contemplation or creation of COFINA or the COFINA Structure;
(b) Any analyses of the structure of COFINA and the projected tax receipts, projected
revenues, and any other flows of funds attributable to, or available to, COFINA.
(c) Any opinion letter (draft or final) concerning COFINA or the COFINA Structure;
(d) The COFINA Enabling Act (Act 91 of 2006, and any amendments thereto);
(e) Any contemplated, proposed, or enacted legislation (including any drafts thereof)
affecting or potentially affecting COFINA or the COFINA Structure (including the Sales
and Use Tax);
(f) Any question, concern, consideration, or analysis concerning the legality, illegality,
constitutionality or unconstitutionality of COFINA, the COFINA Structure, or any aspect
thereof;
(g) Whether the Puerto Rico Legislative Assembly has the authority to create, eliminate,
encumber, or modify the assets of COFINA; or
(h) Any actual or contemplated benefit or advantage of COFINA or the COFINA
Structure relative to any other structure or form of debt financing.
3.
All documents or communications concerning the constitutionality or
unconstitutionality of issuing debt to finance deficit spending or pay pre-existing debt.
4.
All Documents or Communications concerning the application of Government
Accounting Standards Board rules and principles concerning “blended component units” to (a)
the calculation of the Commonwealth Constitutional Debt Limit, (b) COFINA, (c) the Puerto
Rico Infrastructure Financing Authority (“PRIFA”), or (d) the Puerto Rico Building Authority
(“PBA”).
5.
All Documents or Communications reflecting financial modeling, evaluation, or
analysis of the creditworthiness of the Commonwealth and/or its instrumentalities, including any
financial modeling, evaluation or analysis of the economic condition, economic activity, and
economic performance of the Commonwealth and/or any of its instrumentalities.
6.
All Documents or Communications concerning any evaluation, calculation,
analyses or assessments of whether the debt load of the Commonwealth or its instrumentalities
exceeded its (and/or their) ability to repay.
7.
All Documents or Communications concerning any evaluations, calculations,
analyses, or assessments of the creditworthiness of any Commonwealth Municipal Bonds.
8.
All Documents or Communications concerning COFINA and the
Commonwealth Constitutional Debt Limit.
9.
With respect to COFINA, all Documents or Communications reflecting
agreements to which COFINA, the Commonwealth, or the Bank of New York (individually or as
trustee) is or was a party, relating to any funds or accounts into which Sales and Use Tax
revenues are deposited and/or from which they are withdrawn or invested (including, without
limitation, the revenue account of the project fund held under the COFINA Resolution (the
Amended and Restated Sales Tax Revenue Bond Resolution as amended and restated on June
10, 2009, and as further supplemented)).
5

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10.
All Communications between one or all of Santander Securities, Santander Asset
Management, Banco Santander Puerto Rico, and the GDB.
11.
All Communications between Santander Securities and any entities or
instrumentalities associated with the Commonwealth concerning Commonwealth Municipal
Bonds.
12.
All Documents or Communications concerning the actual or potential acquisition
by any credit union or cooperativa located in Puerto Rico of any Commonwealth Municipal
Bonds.
13.
All Communications with any entities or institutions who may have assisted with
the issuance of Commonwealth Municipal Bonds, including but not limited to other institutions
serving as underwriters or brokers for Commonwealth Municipal Bonds.
14.
All Communications between Santander Securities and any other related entities,
including but not limited to Banco Santander Puerto Rico and Santander Asset Management,
regarding evaluations, calculations, analyses, or assessments of the creditworthiness of the
Commonwealth and/or any of its instrumentalities.
15.
All Communications between Santander Securities and any other related entities,
including but not limited to Banco Santander Puerto Rico and Santander Asset Management,
regarding evaluations, calculations, analyses, or assessments of the actual or potential risk that
the Commonwealth could or would exceed, or has exceeded, the Commonwealth Constitutional
Debt Limit.
16.
All Communications between Santander Securities and any other related entities,
including but not limited to Banco Santander Puerto Rico and Santander Asset Management,
regarding the underwriting, brokering, sale, or marketing of Commonwealth Municipal Bonds or
any funds holding, in whole or in part, Commonwealth Municipal Bonds.
17.
All Communications between Santander Securities and any other related entities,
including but not limited to Banco Santander Puerto Rico and Santander Asset Management,
regarding actual or potential compensation associated with the underwriting, brokering, sale,
issuance, transfer, or administration of Commonwealth Municipal Bonds or the Puerto Rico
Bond Funds.
18.
All Documents or Communications concerning any payments of any kind
(potential or realized) made by the GDB or by any other entity or instrumentality of the
Commonwealth to Santander Securities, in connection with any activities (including, without
limitation, underwriting, consulting, advisory engagements, or any other services of any kind).
19.
All Documents and Communications, including all drafts thereof, of the
underwriting or offering documents and agreements, prospectuses, opinion letters, and due
diligence for each offering of Commonwealth Municipal Bonds in which You participated or
considered participating.

6

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20.
All Documents and Communications exchanged between You and the GDB or
the Commonwealth concerning any sales, offerings, or placement of Commonwealth Municipal
Bonds in which You participated or considered participating.
21.
All Documents and Communications concerning (a) SEC Rule 15c2-12, (b)
underwriter compliance with the obligations therein, or (c) actual, anticipated or projected
compliance or noncompliance by the Commonwealth with any related information disclosure
obligations.
22.
All Documents or Communications concerning any actual or perceived conflicts
of interest between any Santander entities or employees (including but not limited to Santander
Securities, Santander Asset Management, and Banco Santander Puerto Rico) and the GDB,
including but not limited to Documents and Communications concerning whether an employee,
officer, or director of Santander Securities or GDB had any actual or perceived conflicts of
interest.
23.
conduct.

Copies of all Santander Securities compliance manuals, policies, and codes of

24.
Copies of all Santander Securities conflict of interest policies, including but not
limited to any policies, procedures and ethical walls established to address conflict of interest
concerns related to the GDB, the Commonwealth Municipal Bonds, or the Puerto Rico Bond
Funds.
25.
Copies of all employment agreements relating to employees of Santander
Securities (i) earning more than $75,000 per year (inclusive of base compensation, bonus, and
equity grants) who were employed by the GDB at any time and (ii) who served as an officer or
director of Santander Securities at any time.
26.
Copies of all agreements between any Santander entity (including but not limited
to Santander Securities, Banco Santander Puerto Rico, and Santander Asset Management) and
any other institution which relate in any part to the structuring or execution of transactions
involving Commonwealth Municipal Bonds.
27.
For each series of Commonwealth Municipal Bonds issued during the period
from 2006 through the present in which You participated or considered participating:
(a) All closing binders and bond transcripts;
(b) Documents reflecting the flow of funds (including account numbers and/or wire
transfer numbers) of the bond proceeds;
(c) All Documents or Communications concerning any due diligence You performed
prior to the underwriting, brokering, sale, or marketing of Commonwealth Municipal
Bonds.
(d) All Documents or Communications concerning any actual or contemplated
investment in or disposition of such bonds by (i) any Santander entity (including but not
limited to Santander Securities, Banco Santander Puerto Rico, and Santander Asset
Management), (ii) Banco Popular, (iii) any underwriter or broker of such bonds, or (iii)
the GDB;
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(e) All Documents or Communications concerning any efforts to sell, offer, or place such
bonds, including, without limitation, any requirement(s) that any Commonwealthsponsored, Commonwealth-regulated, or Commonwealth-related entity acquire bonds or
invest in the Puerto Rico Bond Funds;
(f) All sales, marketing, and/or roadshow materials or Documents;
(g) All Documents or Communications concerning actual or potential compensation
associated with the underwriting, brokering, sale, issuance, transfer, or administration of
such Commonwealth Municipal Bonds; and
(h) All agreements with any institution which relate in any part to the structuring or
execution of transactions involving such Commonwealth Municipal Bonds.
28.
All Documents or Communications regarding political contributions made by
Santander Securities or any of its employees to any candidate, political party, official or other
entity with any connection to the island of Puerto Rico or the Commonwealth.
29.
All Documents or Communications regarding charitable contributions made by
You to any entity where an executive or director of the GDB held a position or served as a
director.
30.
All Documents or Communications reflecting the engagement or other retention
by any Santander entity (including but not limited to Santander Securities, Banco Santander
Puerto Rico, and Santander Asset Management) of any lobbyists or lobbying firm(s) and any
amounts spent on lobbying.
31.
All Documents or Communications concerning the sale or marketing of
Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
32.
All Documents or Communications pertaining to the risk of the Commonwealth
Municipal Bonds or the Puerto Rico Bond Funds and the suitability of those bonds for certain
investors, including but not limited to analyses regarding the risk classification for placement of
Commonwealth Municipal Bonds or Puerto Rico Bond Funds on the “Securities Master.”
33.
All Documents or Communications with any bank association of Puerto Rico
(including but not limited to Asociación de Bancos de Puerto Rico) or any securities association
of Puerto Rico concerning Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
34.
All Documents or Communications concerning actual or potential revenues
obtained from the underwriting, brokering, sale, or marketing of Commonwealth Municipal
Bonds or Puerto Rico Bond Funds.
35.
All Documents or Communications concerning the pooling or packaging of
Commonwealth Municipal Bonds for sale, including but not limited to any discussions regarding
the creation of the Puerto Rico Bond Funds.
36.
All Documents or Communications regarding the suitability of Commonwealth
Municipal Bonds for the Puerto Rico Bond Funds.

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37.
All Documents or Communications concerning the use of lending, margin
accounts, or margin borrowing to fund the purchase of Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds.
38.
All Documents or Communications reflecting any analysis or evaluation of the
suitability of the Commonwealth Municipal Bonds or the Puerto Rico Bond Funds for Your
customer accounts.
39.
All Documents or Communications regarding any analysis or evaluation of the
mix of assets to be placed into the Puerto Rico Bond Funds.
40.
All Documents or Communications regarding the fees, including but not limited
to advisory fees, earned by Santander Securities or any related entities, including but not limited
to Banco Santander Puerto Rico and Santander Asset Management, which related in any way to
the placement of Commonwealth Municipal Bonds in the Puerto Rico Bond Funds.
41.
All Documents or Communications regarding road show and/or investor
presentation materials related to Commonwealth Municipal Bonds or the Puerto Rico Bond
Funds.
42.
All prospectuses, circulars, or other sales, marketing, and offering materials,
including all drafts of such documents, concerning the Commonwealth Municipal Bonds and the
Puerto Rico Bond Funds.
43.
All Documents or Communications reflecting any analysis or evaluation of the
concentration of Puerto Rico Municipal Bonds or the Puerto Rico Bond Funds in Your
customers’ accounts.
44.
All Documents and Communications concerning the pricing of Commonwealth
Municipal Bonds or interests in the Puerto Rico Bond Funds.
45.
All Documents or Communications sufficient to show the manner in which Your
brokers or employees were compensated for the sale or placement of Commonwealth Municipal
Bonds or the Puerto Rico Bond Funds.
46.
All Documents or Communications regarding any guidance to brokers involved
in the selling or marketing of Commonwealth Municipal Bonds or the Puerto Rico Bond Funds,
including any scripts provided to brokers and any marketing materials distributed to potential
purchasers.
47.
All Documents or Communications to or from any Regulator including but not
limited to the Federal Deposit Insurance Corporation, the Federal Reserve Board, the Municipal
Securities Rulemaking Board, the Securities and Exchange Commission, and the Financial
Industry Regulatory Authority concerning the Commonwealth, the Commonwealth Municipal
Bonds, or the Puerto Rico Bond Funds.
48.
All Documents or Communications produced to the Financial Industry
Regulatory Authority (FINRA) in Disciplinary Action No. 20080117193-01.
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49.
All Documents or Communications produced to the Financial Industry
Regulatory Authority (FINRA) in Disciplinary Action No. 2014041355501.
50.
All Documents or Communications produced to the Financial Industry
Regulatory Authority (FINRA) in Disciplinary Action No. 20130388686-01.
51.
All Documents or Communications produced to the Securities and Exchange
Commission which relate in any way to Santander Securities’ relationship with the
Commonwealth, the Commonwealth Municipal Bonds, or the Puerto Rico Bond Funds.
52.
All Documents or Communications produced to any Regulator which relate in
any way to Santander Securities’ relationship with the Commonwealth, the Commonwealth
Municipal Bonds, or any of the Puerto Rico Bond Funds.
53.
All Documents and Communications concerning (a) any evaluations,
calculations, analyses or assessments of the risks associated with ownership by You for Your
own account of Commonwealth Municipal Bonds or Puerto Rico Bond Funds, or (b) any
evaluations, calculations, analyses or assessments by any of Your investment committees or risk
committees (or any other committee with similar functions, however titled) of actual or
contemplated disposition of Commonwealth Municipal Bonds or Puerto Rico Bond Funds held
by You for Your own account.
54.
All board of directors materials, including but not limited to, all board books,
meeting minutes and presentations, concerning the Commonwealth Municipal Bond and the
Puerto Rico Bond Funds, including but not limited to, the risks thereof.
55.
All Documents and Communications between You and Banco Popular
concerning the Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.

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EXHIBIT F

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Exhibit F - Document Requests - Banco Santander Puerto Rico Page 2 of 11

July 17, 2017 Request for Documents from the
Committee of Unsecured Creditors of the Commonwealth of Puerto Rico
to Banco Santander Puerto Rico
The Committee of Unsecured Creditors of the Commonwealth of Puerto Rico (the “UCC”)
requests the following documents from Banco Santander Puerto Rico.
I.

INSTRUCTIONS AND DEFINITIONS

1.
Banco Santander Puerto Rico means Banco Santander Puerto Rico and its
parents, subsidiaries, and affiliates, as well as its or their current and former officers, directors,
attorneys, agents, accountants, employees, representatives, financial advisors, or any other
person acting or purporting to act on Banco Santander Puerto Rico’s behalf, and each of their
predecessors and successors.
2.
The UCC requests that documents be produced in a form to be mutually agreed
between the UCC and Banco Santander Puerto Rico.
3.
The UCC requests that all non-privileged documents responsive to the requests
below be produced in their entirety. The UCC further requests that (i) if a document is withheld
in its entirety because it is believed to be protected from disclosure, Banco Santander Puerto
Rico produce a privilege log, in a form to be mutually agreed between the UCC and Banco
Santander Puerto Rico, and (ii) if part of a document is believed to be protected from disclosure,
a redacted document be produced (and the redaction logged).
4.
These Requests apply to documents that are within Banco Santander Puerto
Rico’s possession, custody, or control, or the possession, custody, or control of Banco Santander
Puerto Rico’s agents, employees, affiliates, predecessors-in-interest, successors, assigns,
attorneys or other legal representatives, trustees, consultants, advisors, accountants, and all other
persons acting on Banco Santander Puerto Rico’s behalf, and all other documents that are
otherwise within Banco Santander Puerto Rico’s control or entities over which Banco Santander
Puerto Rico exerts control.
5.
In construing these Requests, instructions or definitions, the singular form of a
word shall be interpreted as plural, and the plural form of a word shall be interpreted as singular,
whenever doing so broadens the scope of any of the Requests.
6.
The past tense in these Requests, instructions or definitions shall be construed to
include the present tense, and vice versa, whenever doing so broadens the scope of any of the
Requests.
7.
Document is used herein in the broadest sense permitted by the Rules of the
Bankruptcy Court of the District of Puerto Rico, and it includes any medium, including
electronically stored information, upon which intelligence or information can be recorded or
retrieved, including, without limitation, all written, electronic, or graphic matter of every kind
and description however produced or reproduced, all documents and tangible things, whether
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draft or final, original or reproduction, including, but not limited to, all non-original, nonconforming, and non-identical copies, whether by reason of subsequent modification, notation,
deletion, or otherwise. This includes, without limitation, all analyses, calculations, charts,
communications, computer readable media, correspondence, diaries, e-mails and other
electronically stored information, files, formulae, graphs, journals, calendars, letters, lists, log
books, manuals, memoranda, minutes of conversations or meetings, transcripts, microfiche,
microfilm, models, notebooks or notes, outlines, papers, policies, presentations, publications,
records, recordings, reports, statements, summaries, tangible things, video tapes, and files.
8.
Communications means any contact, transmission or exchange of information in
any form and includes without limitation all inquiries, discussions, conversations, testimony,
presentations, negotiations, agreements, understandings, meetings, telephone conversations, emails, social media (including posts), letters, notes, telegrams, advertisements, correspondence,
memoranda, or other forms of verbal, written or electronic transmissions, including drafts,
facsimiles and copies, as well as originals.
9.
The words concern or concerning, in addition to other customary and usual
meanings, means relating to, referring to, alluding to, responding to, connected with,
commenting on, describing, mentioning, memorializing, embodying, analyzing, showing,
constituting, evidencing, containing, identifying, stating, discussing, tending to support, tending
to refute, or in any way pertinent to the specified subject.
10.
The words all and any shall be construed as any and all, and the term each shall
be construed as each and every, so as to bring within the scope of a given Request all responses
that might otherwise be construed as outside its scope.
11.
The words and and or shall be construed to mean and/or and each of the
functional words each, every, and, and all, and shall be deemed to include each of the other
words whenever doing so broadens the scope of any of the Requests.
12.
The word reflecting, in addition to other customary and usual meanings, means
memorializing, documenting, embodying, or in any way recording the specified information.
13.
The word including shall mean “including, without limitation” and “including,
but not limited to.”
14.

The word draft includes both final and any preliminary or intermediate drafts.

15.
Banco Popular means Popular, Inc., its present and former affiliates and direct
and indirect subsidiaries (including, without limitation, Popular Securities and Popular Asset
Management), their respective parents, subsidiaries, predecessors, successors, and assigns, any
entities acting under the direction or control or on behalf of any of the foregoing entities
(including, without limitation, any mutual funds or other investment funds managed, advised, or
administered by a Banco Popular entity), and the respective present and former employees,
officers, directors, agents, and representatives of each of the foregoing entities and any other
persons acting under their direction or control or on their behalf.
16.

COFINA means the Puerto Rico Sales Tax Financing Corporation.
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17.
COFINA Structure means the debt financing structure created and governed by
the statutes, resolutions, agreements, and other transaction documents relating to COFINA.
18.
Commonwealth means the Commonwealth of Puerto Rico, as well as its elected
officials, employees, agents, representatives, attorneys, advisors, or any other person or persons
acting or purporting to act on its behalf including all related government
agencies/instrumentalities. For purposes of these requests, the term Commonwealth does not
include COFINA.
19.
Commonwealth Constitutional Debt Limit means any limit imposed by the
Constitution of the Commonwealth of Puerto Rico on the issuance or guarantee of debt by the
Commonwealth or its instrumentalities, including the restrictions described in Article VI, Sec. 2
of the Commonwealth Constitution.
20.
Commonwealth Municipal Bonds means any bonds issued by the
Commonwealth, the GDB, COFINA, the Puerto Rico Highway Transportation Authority
(“PRHTA”), the Puerto Rico Infrastructure Financing Authority (“PRIFA”), the Puerto Rico
Convention Center District Authority (“PRCDA”), the Puerto Rico Public Buildings Authority
(“PRPBA”), and any other instrumentality, municipality, entity, or public corporation of the
Commonwealth.
21.
GDB means the Government Development Bank for Puerto Rico and each of its
present and former employees, officers, directors, representatives, parents, subsidiaries, affiliates,
agents, successors, predecessors and all other persons or entities controlled by or acting on its or
their behalf.
22.
Puerto Rico Bond Funds means any and all funds holding or trading in, in whole
or in part, Commonwealth Municipal Bonds, including but not limited to the “First Puerto Rico
Family of Funds” which is comprised of the following mutual funds: Santander AM Intermediate
Fixed-Income Fund, Inc., First Puerto Rico Tax-Exempt Fund, Inc., First Puerto Rico Equity
Opportunities Fund, Inc., First Puerto Rico Daily Liquidity Fund, Inc., First Puerto Rico AAA
Fixed-Income Fund, First Puerto Rico Tax Exempt Fund II, Inc., Tar-San II, Tar-San III, Tar-San
IV, Tar-San V, Tar-San VII, First Puerto Rico Tax-Advantaged Target Maturity Fund I, Inc.,
First Puerto Rico Tax-Advantaged Target Maturity Fund II Inc., First Puerto Rico Target
Maturity Income Opportunities Fund I, Inc., First Puerto Rico Target Maturity Income
Opportunities Fund II, Inc., First Puerto Rico AAA Target Maturity Fund I, Inc., and First Puerto
Rico AAA Target Maturity Fund II, Inc.
23.
Regulator means any entity—state or local, national or international,
governmental or non-governmental, including but not limited to the Federal Deposit Insurance
Corporation (“FDIC”), the Federal Reserve Board, the Municipal Securities Rulemaking Board
(“MSRB”), the Securities and Exchange Commission (“SEC”), and the Financial Industry
Regulatory Authority (“FINRA”)—which has authority to regulate banks, financial institutions
or the issuance or sale of securities or bonds, including for example the Commonwealth
Municipal Bonds or the Puerto Rico Bond Funds.

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24.
Santander Asset Management means Santander Asset Management, LLC and its
parents, subsidiaries, and affiliates, as well as its or their current and former officers, directors,
attorneys, agents, accountants, employees, representatives, financial advisors, or any other
person acting or purporting to act on Santander Asset Management’s behalf, and each of their
predecessors and successors.
25.
Santander Securities means Santander Securities LLC and its parents,
subsidiaries, and affiliates, as well as its or their current and former officers, directors, attorneys,
agents, accountants, employees, representatives, financial advisors, or any other person acting or
purporting to act on Santander Securities’ behalf, and each of their predecessors and successors.
26.
Securities Master shall mean the risk classification system described in the Letter
of Acceptance, Waiver, and Consent for FINRA Disciplinary Action No. 2014041355501.
27.
You or Your shall mean Banco Santander Puerto Rico and its parents,
subsidiaries, and affiliates, as well as its or their current and former officers, directors, attorneys,
agents, accountants, employees, representatives, financial advisors, or any other person acting or
purporting to act on Banco Santander Puerto Rico’s behalf, and each of their predecessors and
successors.
II.

TIME PERIOD

Unless otherwise specified, this Document Request relates to the period commencing
January 1, 2006 and continuing through May 3, 2017.
III.

REQUESTS FOR DOCUMENTS

1.
All Documents or Communications concerning the Commonwealth
Constitutional Debt Limit, including, without limitation, all Documents or Communications
concerning:
(a) Any evaluations, analyses, or assessments of the Commonwealth Constitutional Debt
Limit;
(b) Any calculation or consideration (draft or final) of the Commonwealth Constitutional
Debt Limit;
(c) Any certifications (draft or final) concerning compliance with the Commonwealth
Constitutional Debt Limit;
(d) Any actual or potential risk that an issuance or guarantee of debt could or would
exceed, or had exceeded, the Commonwealth Constitutional Debt Limit, including but
not limited to any legal opinion (draft or final) concerning the Commonwealth
Constitutional Debt Limit; or
(e) Any issuance or guarantee or contemplated issuance or guarantee of debt obligations
in excess of a debt limit.
2.
All Documents or Communications concerning COFINA or the COFINA
Structure, including, without limitation, all Documents or Communications concerning:
(a) The contemplation or creation of COFINA or the COFINA Structure;
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(b) Any analyses of the structure of COFINA and the projected tax receipts, projected
revenues, and any other flows of funds attributable to, or available to, COFINA.
(c) Any opinion letter (draft or final) concerning COFINA or the COFINA Structure;
(d) The COFINA Enabling Act (Act 91 of 2006, and any amendments thereto);
(e) Any contemplated, proposed, or enacted legislation (including any drafts thereof)
affecting or potentially affecting COFINA or the COFINA Structure (including the Sales
and Use Tax);
(f) Any question, concern, consideration, or analysis concerning the legality, illegality,
constitutionality or unconstitutionality of COFINA, the COFINA Structure, or any aspect
thereof;
(g) Whether the Puerto Rico Legislative Assembly has the authority to create, eliminate,
encumber, or modify the assets of COFINA; or
(h) Any actual or contemplated benefit or advantage of COFINA or the COFINA
Structure relative to any other structure or form of debt financing.
3.
All documents or communications concerning the constitutionality or
unconstitutionality of issuing debt to finance deficit spending or pay pre-existing debt.
4.
All Documents or Communications concerning the application of Government
Accounting Standards Board rules and principles concerning “blended component units” to (a)
the calculation of the Commonwealth Constitutional Debt Limit, (b) COFINA, (c) the Puerto
Rico Infrastructure Financing Authority (“PRIFA”), or (d) the Puerto Rico Building Authority
(“PBA”).
5.
All Documents or Communications reflecting financial modeling, evaluation, or
analysis of the creditworthiness of the Commonwealth and/or its instrumentalities, including any
financial modeling, evaluation or analysis of the economic condition, economic activity, and
economic performance of the Commonwealth and/or any of its instrumentalities.
6.
All Documents or Communications concerning any evaluation, calculation,
analyses or assessments of whether the debt load of the Commonwealth or its instrumentalities
exceeded its (and/or their) ability to repay.
7.
All Documents or Communications concerning any evaluations, calculations,
analyses, or assessments of the creditworthiness of any Commonwealth Municipal Bonds.
8.
All Documents or Communications concerning COFINA and the
Commonwealth Constitutional Debt Limit.
9.
With respect to COFINA, all Documents or Communications reflecting
agreements to which COFINA, the Commonwealth, or the Bank of New York (individually or as
trustee) is or was a party, relating to any funds or accounts into which Sales and Use Tax
revenues are deposited and/or from which they are withdrawn or invested (including, without
limitation, the revenue account of the project fund held under the COFINA Resolution (the
Amended and Restated Sales Tax Revenue Bond Resolution as amended and restated on June
10, 2009, and as further supplemented)).

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10.
All Communications between one or all of Santander Securities, Santander Asset
Management, Banco Santander Puerto Rico, and the GDB.
11.
All Communications between Banco Santander Puerto Rico and any entities or
instrumentalities associated with the Commonwealth concerning Commonwealth Municipal
Bonds.
12.
All Documents or Communications concerning the actual or potential acquisition
by any credit union or cooperativa located in Puerto Rico of any Commonwealth Municipal
Bonds.
13.
All Communications with any entities or institutions who may have assisted with
the issuance of Commonwealth Municipal Bonds, including but not limited to institutions
serving as underwriters or brokers for Commonwealth Municipal Bonds.
14.
All Communications between Banco Santander Puerto Rico and any other
related entities, including but not limited to Santander Securities and Santander Asset
Management, regarding evaluations, calculations, analyses, or assessments of the
creditworthiness of the Commonwealth and/or any of its instrumentalities.
15.
All Communications between Banco Santander Puerto Rico and any other
related entities, including but not limited to Santander Securities and Santander Asset
Management, regarding evaluations, calculations, analyses, or assessments of the actual or
potential risk that the Commonwealth could or would exceed, or has exceeded, the
Commonwealth Constitutional Debt Limit.
16.
All Communications between Banco Santander Puerto Rico and any other
related entities, including but not limited to Santander Securities and Santander Asset
Management, regarding the underwriting, brokering, sale, or marketing of Commonwealth
Municipal Bonds or any funds holding, in whole or in part, Commonwealth Municipal Bonds.
17.
All Communications between Banco Santander Puerto Rico and any other
related entities, including but not limited to Santander Securities and Santander Asset
Management, regarding actual or potential compensation associated with the underwriting,
brokering, sale, issuance, transfer, or administration of Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds.
18.
All Documents or Communications concerning any payments of any kind
(potential or realized) made by the GDB or by any other entity or instrumentality of the
Commonwealth to Banco Santander Puerto Rico, in connection with any activities (including,
without limitation, underwriting, consulting, advisory engagements, or any other services of any
kind).
19.
All Documents and Communications, including all drafts thereof, of the
underwriting or offering documents and agreements, prospectuses, opinion letters, and due
diligence for each offering of Commonwealth Municipal Bonds in which You had any
involvement.
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20.
All Documents and Communications exchanged between You and the GDB or
the Commonwealth concerning any sales, offerings, or placement of Commonwealth Municipal
Bonds in which You had any involvement.
21.
All Documents and Communications concerning (a) SEC Rule 15c2-12, (b)
underwriter compliance with the obligations therein, or (c) actual, anticipated or projected
compliance or noncompliance by the Commonwealth with any related information disclosure
obligations.
22.
All Documents or Communications concerning any actual or perceived conflicts
of interest between any Santander entities or employees (including Santander Securities,
Santander Asset Management, and Banco Santander Puerto Rico) and the GDB, including but
not limited to Documents and Communications concerning whether an employee, officer, or
director of Banco Santander Puerto Rico or GDB had any actual or perceived conflicts of
interest.
23.
Copies of all Banco Santander Puerto Rico compliance manuals, policies, and
codes of conduct.
24.
Copies of all Banco Santander Puerto Rico conflict of interest policies, including
but not limited to any policies, procedures, and ethical walls established to address conflict of
interest concerns related to the GDB, the Commonwealth Municipal Bonds, or the Puerto Rico
Bond Funds.
25.
Copies of all employment agreements relating to (i) current and former officers
and directors of Banco Santander Puerto Rico; and (ii) current and former employees of Banco
Santander Puerto Rico earning more than $75,000 per year (inclusive of base compensation,
bonuses, and equity grants) who were employed by the GDB at any time.
26.
Copies of all agreements between any Santander entity (including but not limited
to Santander Securities, Banco Santander Puerto Rico, and Santander Asset Management) and
any other institution which relate in any part to the structuring or execution of transactions
involving Commonwealth Municipal Bonds.
27.
For each series of Commonwealth Municipal Bonds issued during the period
from 2006 through the present in which You participated or considered participating:
(a) All closing binders and bond transcripts;
(b) Documents reflecting the flow of funds (including account numbers and/or wire
transfer numbers) of the bond proceeds;
(c) All Documents or Communications concerning any due diligence You performed
prior to the underwriting, brokering, sale, administration, or marketing of Commonwealth
Municipal Bonds.
(d) All Documents or Communications concerning any actual or contemplated
investment in or disposition of such bonds by (i) any Santander entity (including but not
limited to Santander Securities, Banco Santander Puerto Rico, and Santander Asset
Management), (ii) Banco Popular, (iii) any underwriter or broker of such bonds, or (iv)
the GDP;
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(e) All Documents or Communications concerning any efforts to sell, offer, or place such
bonds, including, without limitation, any requirement(s) that any Commonwealthsponsored, Commonwealth-regulated, or Commonwealth-related entity acquire bonds or
invest in the Puerto Rico Bond Funds;
(f) All sales, marketing, and/or roadshow materials or Documents;
(g) All Documents or Communications concerning actual or potential compensation
associated with the underwriting, brokering, sale, issuance, transfer, or administration of
such Commonwealth Municipal Bonds; and
(g) All agreements with any institution which relate in any part to the structuring or
execution of transactions involving such Commonwealth Municipal Bonds.
28.
All Documents or Communications regarding political contributions made by
Banco Santander Puerto Rico or any of its employees to any candidate, political party, official or
other entity with any connection to the island of Puerto Rico or the Commonwealth.
29.
All Documents or Communications regarding charitable contributions made by
You to any entity where an executive or director of the GDB held a position or served as a
director.
30.
All Documents or Communications reflecting the engagement or other retention
by any Santander entity (including but not limited to Santander Securities, Banco Santander
Puerto Rico, and Santander Asset Management) of any lobbyists or lobbying firm(s) and any
amounts spent on lobbying.
31.
All Documents or Communications with any bank association of Puerto Rico
(including but not limited to the Asociación de Bancos de Puerto Rico) or any securities
association of Puerto Rico concerning Commonwealth Municipal Bonds or the Puerto Rico Bond
Funds.
32.
All Documents or Communications concerning the sale or marketing of
Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
33.
All Documents or Communications pertaining to the risk of the Commonwealth
Municipal Bonds or the Puerto Rico Bond Funds and the suitability of those bonds for certain
investors, including but not limited to analyses regarding the risk classification for placement of
Commonwealth Municipal Bonds or Puerto Rico Bond Funds on the “Securities Master.”
34.
All Documents or Communications concerning actual or potential revenues
obtained from the underwriting, brokering, sale, issuing loans for the purchase of, administration,
or marketing of Commonwealth Municipal Bonds or Puerto Rico Bond Funds.
35.
All Documents or Communications concerning the pooling or packaging of
Commonwealth Municipal Bonds for sale, including but not limited to any discussions regarding
the creation of the Puerto Rico Bond Funds.
36.
All Documents or Communications regarding the suitability of Commonwealth
Municipal Bonds for the Puerto Rico Bond Funds.
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37.
All Documents or Communications concerning the use of lending margin
accounts or margin borrowing to fund the purchase of Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds.
38.
All Documents or Communications reflecting any analysis or evaluation of the
suitability of the Commonwealth Municipal Bonds or the Puerto Rico Bond Funds for Your
customer accounts.
39.
All Documents or Communications regarding any analysis or evaluation of the
mix of assets to be placed into the Puerto Rico Bond Funds.
40.
All Documents or Communications regarding the fees, including but not limited
to advisory or administration fees, earned by Banco Santander Puerto Rico or any related
entities, including but not limited to Santander Securities and Santander Asset Management,
which related in any way to the placement of Commonwealth Municipal Bonds in the Puerto
Rico Bond Funds.
41.
All Documents or Communications regarding road show and/or investor
presentation materials related to Commonwealth Municipal Bonds or the Puerto Rico Bond
Funds.
42.
All prospectuses, circulars, or other sales, marketing, and offering materials,
including all drafts of such documents, concerning the Commonwealth Municipal Bonds and the
Puerto Rico Bond Funds.
43.
All Documents or Communications reflecting any analysis or evaluation of the
concentration of Puerto Rico Municipal Bonds or the Puerto Rico Bond Funds in Your
customers’ accounts.
44.
All Documents and Communications concerning the pricing of Commonwealth
Municipal Bonds or interests in the Puerto Rico Bond Funds.
45.
All Documents or Communications sufficient to show the manner in which Your
brokers or employees were compensated for the sale or placement of Commonwealth Municipal
Bonds or the Puerto Rico Bond Funds.
46.
All Documents or Communications regarding any guidance to brokers involved
in the selling or marketing of Commonwealth Municipal Bonds or the Puerto Rico Bond Funds,
including any scripts provided to brokers and any marketing materials distributed to potential
purchasers.
47.
All Documents or Communications produced to the Securities and Exchange
Commission which relate in any way to Banco Santander Puerto Rico’s relationship with the
Commonwealth, the Commonwealth Municipal Bonds, or the Puerto Rico Bond Funds.
48.
All Documents or Communications produced to any Regulator which relate in
any way to Banco Santander Puerto Rico’s relationship with the Commonwealth, the
Commonwealth Municipal Bonds, or any of the Puerto Rico Bond Funds.
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49.
All Documents or Communications to or from any Regulator including but not
limited to the Federal Deposit Insurance Corporation, the Federal Reserve Board or Bank, the
Securities and Exchange Commission, the Municipal Securities Rulemaking Board, or the
Financial Industry Regulatory Authority concerning the Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds.
50.
All Documents or Communications concerning the risks of the purchase, sale, or
holding of Commonwealth Municipal Bonds or the Puerto Rico Bond Funds in your depositors’
or Your own accounts, treasury accounts, or portfolios.
51.
All Documents and Communications concerning (a) any evaluations,
calculations, analyses or assessments of the risks associated with ownership by You for Your
own account of Commonwealth Municipal Bonds or Puerto Rico Bond Funds, or (b) any
evaluations, calculations, analyses or assessments by any of Your investment committees or risk
committees (or any other committee with similar functions, however titled) of actual or
contemplated disposition of Commonwealth Municipal Bonds or Puerto Rico Bond Funds held
by You for Your own account.
52.
All Documents or Communications concerning any directive from a Regulator,
including but not limited to the Federal Deposit Insurance Corporation or the Federal Reserve
Board or Bank, regarding the purchase, sale, or holding of Commonwealth Municipal Bonds or
the Puerto Rico Bond Funds.
53.
All board of directors materials, including but not limited to all board books,
meeting minutes and presentations, concerning the Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds, including, but not limited to, the risks thereof.
54.
All Documents and Communications between You and Banco Popular
concerning the Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.

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EXHIBIT G

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July 17, 2017 Request for Documents from the
Committee of Unsecured Creditors of the Commonwealth of Puerto Rico
to Santander Asset Management LLC
The Committee of Unsecured Creditors of the Commonwealth of Puerto Rico (the “UCC”)
requests the following documents from Santander Asset Management LLC.
I.

INSTRUCTIONS AND DEFINITIONS

1.
Santander Asset Management means Santander Asset Management, LLC and its
parents, subsidiaries, and affiliates, as well as its or their current and former officers, directors,
attorneys, agents, accountants, employees, representatives, financial advisors, or any other
person acting or purporting to act on Santander Asset Management’s behalf, and each of their
predecessors and successors.
2.
The UCC requests that documents be produced in a form to be mutually agreed
between the UCC and Santander Asset Management.
3.
The UCC requests that all non-privileged documents responsive to the requests
below be produced in their entirety. The UCC further requests that (i) if a document is withheld
in its entirety because it is believed to be protected from disclosure, Santander Asset
Management produce a privilege log, in a form to be mutually agreed between the UCC and
Santander Asset Management, and (ii) if part of a document is believed to be protected from
disclosure, a redacted document be produced (and the redaction logged).
4.
These Requests apply to documents that are within Santander Asset
Management’s possession, custody, or control, or the possession, custody, or control of
Santander Asset Management’s agents, employees, affiliates, predecessors-in-interest,
successors, assigns, attorneys or other legal representatives, trustees, consultants, advisors,
accountants, and all other persons acting on Santander Asset Management’s behalf, and all other
documents that are otherwise within Santander Asset Management’s control or entities over
which Santander Asset Management exerts control.
5.
In construing these Requests, instructions or definitions, the singular form of a
word shall be interpreted as plural, and the plural form of a word shall be interpreted as singular,
whenever doing so broadens the scope of any of the Requests.
6.
The past tense in these Requests, instructions or definitions shall be construed to
include the present tense, and vice versa, whenever doing so broadens the scope of any of the
Requests.
7.
Document is used herein in the broadest sense permitted by the Rules of the
Bankruptcy Court of the District of Puerto Rico, and it includes any medium, including
electronically stored information, upon which intelligence or information can be recorded or
retrieved, including, without limitation, all written, electronic, or graphic matter of every kind
and description however produced or reproduced, all documents and tangible things, whether
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draft or final, original or reproduction, including, but not limited to, all non-original, nonconforming, and non-identical copies, whether by reason of subsequent modification, notation,
deletion, or otherwise. This includes, without limitation, all analyses, calculations, charts,
communications, computer readable media, correspondence, diaries, e-mails and other
electronically stored information, files, formulae, graphs, journals, calendars, letters, lists, log
books, manuals, memoranda, minutes of conversations or meetings, transcripts, microfiche,
microfilm, models, notebooks or notes, outlines, papers, policies, presentations, publications,
records, recordings, reports, statements, summaries, tangible things, video tapes, and files.
8.
Communications means any contact, transmission or exchange of information in
any form and includes without limitation all inquiries, discussions, conversations, testimony,
presentations, negotiations, agreements, understandings, meetings, telephone conversations, emails, social media (including posts), letters, notes, telegrams, advertisements, correspondence,
memoranda, or other forms of verbal, written or electronic transmissions, including drafts,
facsimiles and copies, as well as originals.
9.
The words concern or concerning, in addition to other customary and usual
meanings, means relating to, referring to, alluding to, responding to, connected with,
commenting on, describing, mentioning, memorializing, embodying, analyzing, showing,
constituting, evidencing, containing, identifying, stating, discussing, tending to support, tending
to refute, or in any way pertinent to the specified subject.
10.
The words all and any shall be construed as any and all, and the term each shall
be construed as each and every, so as to bring within the scope of a given Request all responses
that might otherwise be construed as outside its scope.
11.
The words and and or shall be construed to mean and/or and each of the
functional words each, every, and, and all, and shall be deemed to include each of the other
words whenever doing so broadens the scope of any of the Requests.
12.
The word reflecting, in addition to other customary and usual meanings, means
memorializing, documenting, embodying, or in any way recording the specified information.
13.
The word including shall mean “including, without limitation” and “including,
but not limited to.”
14.

The word draft includes both final and any preliminary or intermediate drafts.

15.
Banco Popular means Popular, Inc., its present and former affiliates and direct
and indirect subsidiaries (including, without limitation, Popular Securities and Popular Asset
Management), their respective parents, subsidiaries, predecessors, successors, and assigns, any
entities acting under the direction or control or on behalf of any of the foregoing entities
(including, without limitation, any mutual funds or other investment funds managed, advised, or
administered by a Banco Popular entity), and the respective present and former employees,
officers, directors, agents, and representatives of each of the foregoing entities and any other
persons acting under their direction or control or on their behalf.
16.

COFINA means the Puerto Rico Sales Tax Financing Corporation.
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17.
COFINA Structure means the debt financing structure created and governed by
the statutes, resolutions, agreements, and other transaction documents relating to COFINA.
18.
Commonwealth means the Commonwealth of Puerto Rico, as well as its elected
officials, employees, agents, representatives, attorneys, advisors, or any other person or persons
acting or purporting to act on its behalf including all related government
agencies/instrumentalities. For purposes of these requests, the term Commonwealth does not
include COFINA.
19.
Commonwealth Constitutional Debt Limit means any limit imposed by the
Constitution of the Commonwealth of Puerto Rico on the issuance or guarantee of debt by the
Commonwealth or its instrumentalities, including the restrictions described in Article VI, Sec. 2
of the Commonwealth Constitution.
20.
Commonwealth Municipal Bonds means any bonds issued by the
Commonwealth, the GDB, COFINA, the Puerto Rico Highway Transportation Authority
(“PRHTA”), the Puerto Rico Infrastructure Financing Authority (“PRIFA”), the Puerto Rico
Convention Center District Authority (“PRCDA”), the Puerto Rico Public Buildings Authority
(“PRPBA”), and any other instrumentality, municipality, entity, or public corporation of the
Commonwealth.
21.
GDB means the Government Development Bank for Puerto Rico and each of its
present and former employees, officers, directors, representatives, parents, subsidiaries, affiliates,
agents, successors, predecessors and all other persons or entities controlled by or acting on its or
their behalf.
22.
Puerto Rico Bond Funds means any and all funds holding or trading in, in whole
or in part, Commonwealth Municipal Bonds, including but not limited to the “First Puerto Rico
Family of Funds” which is comprised of the following mutual funds: Santander AM Intermediate
Fixed-Income Fund, Inc., First Puerto Rico Tax-Exempt Fund, Inc., First Puerto Rico Equity
Opportunities Fund, Inc., First Puerto Rico Daily Liquidity Fund, Inc., First Puerto Rico AAA
Fixed-Income Fund, First Puerto Rico Tax Exempt Fund II, Inc., Tar-San II, Tar-San III, Tar-San
IV, Tar-San V, Tar-San VII, First Puerto Rico Tax-Advantaged Target Maturity Fund I, Inc.,
First Puerto Rico Tax-Advantaged Target Maturity Fund II Inc., First Puerto Rico Target
Maturity Income Opportunities Fund I, Inc., First Puerto Rico Target Maturity Income
Opportunities Fund II, Inc., First Puerto Rico AAA Target Maturity Fund I, Inc., and First Puerto
Rico AAA Target Maturity Fund II, Inc.
23.
Regulator means any entity—state or local, national or international,
governmental or non-governmental, including but not limited to the Federal Deposit Insurance
Corporation (“FDIC”), the Federal Reserve Board, the Municipal Securities Rulemaking Board
(“MSRB”), the Securities and Exchange Commission (“SEC”), and the Financial Industry
Regulatory Authority (“FINRA”)—which has authority to regulate banks, financial institutions
or the issuance or sale of securities or bonds, including for example the Commonwealth
Municipal Bonds or the Puerto Rico Bond Funds.

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24.
Banco Santander Puerto Rico means the entity of that same name and its parents,
subsidiaries, and affiliates, as well as its or their current and former officers, directors, attorneys,
agents, accountants, employees, representatives, financial advisors, or any other person acting or
purporting to act on Banco Santander Puerto Rico’s behalf, and each of their predecessors and
successors.
25.
Santander Securities means Santander Securities LLC and its parents,
subsidiaries, and affiliates, as well as its or their current and former officers, directors, attorneys,
agents, accountants, employees, representatives, financial advisors, or any other person acting or
purporting to act on Santander Securities’ behalf, and each of their predecessors and successors.
26.
Securities Master shall mean the risk classification system described in the Letter
of Acceptance, Waiver, and Consent for FINRA Disciplinary Action No. 2014041355501.
27.
You or Your shall mean Santander Asset Management and its parents,
subsidiaries, and affiliates, as well as its or their current and former officers, directors, attorneys,
agents, accountants, employees, representatives, financial advisors, or any other person acting or
purporting to act on Santander Asset Management’s behalf, and each of their predecessors and
successors.
II.

TIME PERIOD

Unless otherwise specified, this Document Request relates to the period commencing
January 1, 2006 and continuing through May 3, 2017.
III.

REQUESTS FOR DOCUMENTS

1.
All Documents or Communications concerning the Commonwealth
Constitutional Debt Limit, including, without limitation, all Documents or Communications
concerning:
(a) Any evaluations, analyses, or assessments of the Commonwealth Constitutional Debt
Limit;
(b) Any calculation or consideration (draft or final) of the Commonwealth Constitutional
Debt Limit;
(c) Any certifications (draft or final) concerning compliance with the Commonwealth
Constitutional Debt Limit;
(d) Any actual or potential risk that an issuance or guarantee of debt could or would
exceed, or had exceeded, the Commonwealth Constitutional Debt Limit, including but
not limited to any legal opinion (draft or final) concerning the Commonwealth
Constitutional Debt Limit; or
(e) Any issuance or guarantee or contemplated issuance or guarantee of debt obligations
in excess of a debt limit.
2.
All Documents or Communications concerning COFINA or the COFINA
Structure, including, without limitation, all Documents or Communications concerning:
(a) The contemplation or creation of COFINA or the COFINA Structure;
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(b) Any analyses of the structure of COFINA and the projected tax receipts, projected
revenues, and any other flows of funds attributable to, or available to, COFINA.
(c) Any opinion letter (draft or final) concerning COFINA or the COFINA Structure;
(d) The COFINA Enabling Act (Act 91 of 2006, and any amendments thereto);
(e) Any contemplated, proposed, or enacted legislation (including any drafts thereof)
affecting or potentially affecting COFINA or the COFINA Structure (including the Sales
and Use Tax);
(f) Any question, concern, consideration, or analysis concerning the legality, illegality,
constitutionality or unconstitutionality of COFINA, the COFINA Structure, or any aspect
thereof;
(g) Whether the Puerto Rico Legislative Assembly has the authority to create, eliminate,
encumber, or modify the assets of COFINA; or
(h) Any actual or contemplated benefit or advantage of COFINA or the COFINA
Structure relative to any other structure or form of debt financing.
3.
All documents or communications concerning the constitutionality or
unconstitutionality of issuing debt to finance deficit spending or pay pre-existing debt.
4.
All Documents or Communications concerning the application of Government
Accounting Standards Board rules and principles concerning “blended component units” to (a)
the calculation of the Commonwealth Constitutional Debt Limit, (b) COFINA, (c) the Puerto
Rico Infrastructure Financing Authority (“PRIFA”), or (d) the Puerto Rico Building Authority
(“PBA”).
5.
All Documents or Communications reflecting financial modeling, evaluation, or
analysis of the creditworthiness of the Commonwealth and/or its instrumentalities, including any
financial modeling, evaluation or analysis of the economic condition, economic activity, and
economic performance of the Commonwealth and/or any of its instrumentalities.
6.
All Documents or Communications concerning any evaluation, calculation,
analyses or assessments of whether the debt load of the Commonwealth or its instrumentalities
exceeded its (and/or their) ability to repay.
7.
All Documents or Communications concerning any evaluations, calculations,
analyses, or assessments of the creditworthiness of any Commonwealth Municipal Bonds.
8.
All Documents or Communications concerning COFINA and the
Commonwealth Constitutional Debt Limit.
9.
With respect to COFINA, all Documents or Communications reflecting
agreements to which COFINA, the Commonwealth, or the Bank of New York (individually or as
trustee) is or was a party, relating to any funds or accounts into which Sales and Use Tax
revenues are deposited and/or from which they are withdrawn or invested (including, without
limitation, the revenue account of the project fund held under the COFINA Resolution (the
Amended and Restated Sales Tax Revenue Bond Resolution as amended and restated on June
10, 2009, and as further supplemented)).

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10.
All Communications between one or all of Santander Securities, Santander Asset
Management, Banco Santander Puerto Rico, and the GDB.
11.
All Communications between Santander Asset Management and any entities or
instrumentalities associated with the Commonwealth concerning Commonwealth Municipal
Bonds.
12.
All Documents or Communications concerning the actual or potential acquisition
by any credit union or cooperativa located in Puerto Rico of any Commonwealth Municipal
Bonds.
13.
All Communications with any entities or institutions who may have assisted with
the issuance of Commonwealth Municipal Bonds, including but not limited to institutions
serving as underwriters or brokers for Commonwealth Municipal Bonds.
14.
All Communications between Santander Asset Management and any other
related entities, including but not limited to Santander Securities and Banco Santander Puerto
Rico, regarding evaluations, calculations, analyses, or assessments of the creditworthiness of the
Commonwealth and/or any of its instrumentalities.
15.
All Communications between Santander Asset Management and any other
related entities, including but not limited to Santander Securities and Banco Santander Puerto
Rico, regarding evaluations, calculations, analyses, or assessments of the actual or potential risk
that the Commonwealth could or would exceed, or has exceeded, the Commonwealth
Constitutional Debt Limit.
16.
All Communications between Santander Asset Management and any other
related entities, including but not limited to Santander Securities and Banco Santander Puerto
Rico, regarding the underwriting, brokering, sale, or marketing of Commonwealth Municipal
Bonds or any funds holding, in whole or in part, Commonwealth Municipal Bonds.
17.
All Communications between Santander Asset Management and any other
related entities, including but not limited to Santander Securities and Banco Santander Puerto
Rico, regarding actual or potential compensation associated with the underwriting, brokering,
sale, issuance, transfer, or administration of Commonwealth Municipal Bonds or the Puerto Rico
Bond Funds.
18.
All Documents or Communications concerning any payments of any kind
(potential or realized) made by the GDB or by any other entity or instrumentality of the
Commonwealth to Santander Asset Management, in connection with any activities (including,
without limitation, underwriting, consulting, advisory engagements, or any other services of any
kind).
19.
All Documents and Communications, including all drafts thereof, of the
underwriting or offering documents and agreements, prospectuses, opinion letters, and due
diligence for each offering of Commonwealth Municipal Bonds in which You had any
involvement.
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20.
All Documents and Communications exchanged between You and the GDB or
the Commonwealth concerning any sales, offerings, or placement of Commonwealth Municipal
Bonds in which You had any involvement.
21.
All Documents and Communications concerning (a) SEC Rule 15c2-12, (b)
underwriter compliance with the obligations therein, or (c) actual, anticipated or projected
compliance or noncompliance by the Commonwealth with any related information disclosure
obligations.
22.
All Documents or Communications concerning any actual or perceived conflicts
of interest between any Santander entities or employees (including but not limited to Santander
Securities, Santander Asset Management, and Banco Santander Puerto Rico) and the GDB,
including but not limited to Documents and Communications concerning whether an employee,
officer, or director of Santander Asset Management or GDB had any actual or perceived
conflicts of interest.
23.
Copies of all Santander Asset Management compliance manuals, policies, and
codes of conduct.
24.
Copies of all Santander Asset Management conflict of interest policies, including
but not limited to any policies, procedures, and ethical walls established to address conflict of
interest concerns related to the GDB, the Commonwealth Municipal Bonds, or the Puerto Rico
Bond Funds.
25.
policies.

Documents or Communications concerning any director and officer liability

26.
Copies of all employment agreements relating to (i) current and former officers
and directors of Santander Asset Management; and (ii) current and former employees of
Santander Asset Management earning more than $75,000 per year (inclusive of base
compensation, bonuses, and equity grants) who were employed by the GDB at any time.
27.
Copies of all agreements between any Santander entity (including but not limited
to Santander Securities, Banco Santander Puerto Rico, and Santander Asset Management) and
any other institution which relate in any part to the structuring or execution of transactions
involving Commonwealth Municipal Bonds.
28.
For each series of Commonwealth Municipal Bonds issued during the period
from 2006 through the present in which You participated or considered participating:
(a) All closing binders and bond transcripts;
(b) Documents reflecting the flow of funds (including account numbers and/or wire
transfer numbers) of the bond proceeds;
(c) All Documents or Communications concerning any due diligence You performed
prior to the underwriting, brokering, sale, administration or marketing of Commonwealth
Municipal Bonds.
(d) All Documents or Communications concerning any actual or contemplated
investment in or disposition of such bonds by (i) any Santander entity (including but not
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limited to Santander Securities, Banco Santander Puerto Rico, and Santander Asset
Management), (ii) Banco Popular, (iii) any underwriter or broker of such bonds, or (iv)
the GDP;
(e) All Documents or Communications concerning any efforts to sell, offer, or place such
bonds, including, without limitation, any requirement(s) that any Commonwealthsponsored, Commonwealth-regulated, or Commonwealth-related entity acquire bonds or
invest in the Puerto Rico Bond Funds;
(f) All sales, marketing, and/or roadshow materials or Documents
(g) All Documents or Communications concerning actual or potential compensation
associated with the underwriting, brokering, sale, issuance, transfer, or administration of
such Commonwealth Municipal Bonds; and
(h) All agreements with any institution which relate in any part to the structuring or
execution of transactions involving such Commonwealth Municipal Bonds.
29.
All Documents or Communications regarding political contributions made by
Santander Asset Management or any of its employees to any candidate, political party, official or
other entity with any connection to the island of Puerto Rico or the Commonwealth.
30.
All Documents or Communications regarding charitable contributions made by
You to any entity where an executive or director of the GDB held a position or served as a
director.
31.
All Documents or Communications reflecting the engagement or other retention
by any Santander entity (including but not limited to Santander Securities, Banco Santander
Puerto Rico, and Santander Asset Management) of any lobbyist or lobbying firm(s) and any
amounts spent on lobbying.
32.
All Documents or Communications concerning the sale or marketing of
Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
33.
All Documents or Communications pertaining to the risk of the Commonwealth
Municipal Bonds or the Puerto Rico Bond Funds and the suitability of those bonds for certain
investors, including but not limited to analyses regarding the risk classification for placement of
Commonwealth Municipal Bonds or Puerto Rico Bond Funds on the “Securities Master.”
34.
All Documents or Communications with any bank association of Puerto Rico
(including but not limited to Asociación de Bancos de Puerto Rico) or any securities association
of Puerto Rico concerning Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
35.
All Documents or Communications concerning actual or potential revenues
obtained from the underwriting, brokering, sale, issuing loans for the purchase of, administration
or marketing of Commonwealth Municipal Bonds or Puerto Rico Bond Funds.
36.
All Documents or Communications concerning the pooling or packaging of
Commonwealth Municipal Bonds for sale, including but not limited to any discussions regarding
the creation of the Puerto Rico Bond Funds.

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37.
All Documents or Communications regarding the suitability of Commonwealth
Municipal Bonds for the Puerto Rico Bond Funds.
38.
All Documents or Communications concerning the use of lending, margin
accounts, or margin borrowing to fund the purchase of Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds.
39.
All Documents or Communications reflecting any analysis or evaluation of the
suitability of the Commonwealth Municipal Bonds or the Puerto Rico Bond Funds for Your
customer accounts.
40.
All Documents or Communications regarding any analysis or evaluation of the
mix of assets to be placed into the Puerto Rico Bond Funds.
41.
All Documents or Communications regarding the fees, including but not limited
to advisory or administration fees, earned by Santander Asset Management or any related
entities, including but not limited to Santander Securities and Banco Santander Puerto Rico,
which related in any way to the placement of Commonwealth Municipal Bonds in the Puerto
Rico Bond Funds.
42.
All Documents or Communications regarding road show and/or investor
presentation materials related to Commonwealth Municipal Bonds or the Puerto Rico Bond
Funds.
43.
All prospectuses, circulars, or other sales, marketing, and offering materials,
including all drafts of such documents, concerning the Commonwealth Municipal Bonds and the
Puerto Rico Bond Funds.
44.
All Documents or Communications reflecting any analysis or evaluation of the
concentration of Puerto Rico Municipal Bonds or the Puerto Rico Bond Funds in Your
customers’ accounts.
45.
All Documents and Communications concerning the pricing of Commonwealth
Municipal Bonds or interests in the Puerto Rico Bond Funds.
46.
Documents or Communications concerning the establishment, organization,
management, fees charged, rate of return, and employees for each of the Puerto Rico Bond
Funds.
47.
Documents or Communications concerning the offering and marketing materials,
including drafts thereof, for the Puerto Rico Bond Funds.
48.
All Documents or Communications sufficient to show the manner in which Your
brokers or employees were compensated for the sale or placement of Commonwealth Municipal
Bonds or the Puerto Rico Bond Funds.
49.
All Documents or Communications regarding any guidance to brokers involved
in the selling or marketing of Commonwealth Municipal Bonds or the Puerto Rico Bond Funds,
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including any scripts provided to brokers and any marketing materials distributed to potential
purchasers.
50.
All Documents or Communications produced to the Securities and Exchange
Commission which relate in any way to Santander Asset Management’s relationship with the
Commonwealth, the Commonwealth Municipal Bonds, or the Puerto Rico Bond Funds.
51.
All Documents or Communications produced to any Regulator which relate in
any way to Santander Asset Management’s relationship with the Commonwealth, the
Commonwealth Municipal Bonds, or any of the Puerto Rico Bond Funds.
52.
All Documents or Communications to or from any Regulator concerning the
Commonwealth, the Commonwealth Municipal Bonds, or the Puerto Rico Bond Funds.
53.
All Documents and Communications concerning (a) any evaluations,
calculations, analyses or assessments of the risks associated with ownership by You for Your
own account of Commonwealth Municipal Bonds or Puerto Rico Bond Funds, or (b) any
evaluations, calculations, analyses or assessments by any of Your investment committees or risk
committees (or any other committee with similar functions, however titled) of actual or
contemplated disposition of Commonwealth Municipal Bonds or Puerto Rico Bond Funds held
by You for Your own account.
54.
All board of directors materials including but not limited to all board books,
meeting minutes and presentations concerning the Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds, including, but not limited to, the risks thereof.
55.
All Documents and Communications between You and Banco Popular
concerning the Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.

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EXHIBIT H

Desc:

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Desc:

July 17, 2017 Request for Documents from the
Committee of Unsecured Creditors of the Commonwealth of Puerto Rico
to the Government Development Bank for Puerto Rico

The Committee of Unsecured Creditors of the Commonwealth of Puerto Rico (the “UCC”)
requests the following documents from the Government Development Bank for Puerto Rico.
Instructions and Definitions:
1. GDB means the Government Development Bank for Puerto Rico, each of its present and
former employees, officers, directors, representatives, parents, subsidiaries, affiliates, agents,
successors (including, without limitation, the Puerto Rico Fiscal Agency and Financial
Advisory Authority), predecessors and all other persons or entities controlled by or acting on
its or their behalf.
2. The UCC requests that documents be produced in a form to be mutually agreed between the
UCC and the GDB.
3. The UCC requests that all non-privileged documents responsive to the requests below be
produced in their entirety. The UCC further requests that (i) if a document is withheld in its
entirety because it is believed to be protected from disclosure, the GDB produce a privilege
log, in a form to be mutually agreed between the UCC and the GDB, and (ii) if part of a
document is believed to be protected from disclosure, a redacted document be produced (and
the redaction logged).
4. These Requests apply to documents that are within the GDB’s possession, custody, or
control, or the possession, custody, or control of the GDB’s agents, employees, affiliates,
predecessors-in-interest, successors, assigns, attorneys or other legal representatives, trustees,
consultants, advisors, accountants, and all other persons acting on the GDB’s behalf, and all
other documents that are otherwise within the GDB’s control or entities over which the GDB
exerts control.
5. In construing these Requests, instructions or definitions, the singular form of a word shall be
interpreted as plural, and the plural form of a word shall be interpreted as singular, whenever
doing so broadens the scope of any of the Requests.
6. The past tense in these Requests, instructions or definitions shall be construed to include the
present tense, and vice versa, whenever doing so broadens the scope of any of the Requests.
7. Document is used herein in the broadest sense permitted by the Rules of the Bankruptcy
Court of the District of Puerto Rico, and it includes any medium, including electronically
stored information, upon which intelligence or information can be recorded or retrieved,
including, without limitation, all written, electronic, or graphic matter of every kind and
description however produced or reproduced, all documents and tangible things, whether
draft or final, original or reproduction, including, but not limited to, all non-original, nonconforming, and non-identical copies, whether by reason of subsequent modification,
notation, deletion, or otherwise. This includes, without limitation, all analyses, calculations,
charts, communications, computer readable media, correspondence, diaries, e-mails and other
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Desc:

electronically stored information, files, formulae, graphs, journals, calendars, letters, lists, log
books, manuals, memoranda, minutes of conversations or meetings, transcripts, microfiche,
microfilm, models, notebooks or notes, outlines, papers, policies, presentations, publications,
records, recordings, reports, statements, summaries, tangible things, video tapes, and files.
8. Communications means any contact, transmission or exchange of information in any form
and includes without limitation all inquiries, discussions, conversations, testimony,
presentations, negotiations, agreements, understandings, meetings, telephone conversations,
e-mails, social media (including posts), letters, notes, telegrams, advertisements,
correspondence, memoranda, or other forms of verbal, written or electronic transmissions,
including drafts, facsimiles and copies, as well as originals.
9. The words concern or concerning, in addition to other customary and usual meanings,
means relating to, referring to, alluding to, responding to, connected with, commenting on,
describing, mentioning, memorializing, embodying, analyzing, showing, constituting,
evidencing, containing, identifying, stating, discussing, tending to support, tending to refute,
or in any way pertinent to the specified subject.
10. The words all and any shall be construed as any and all, and the term each shall be construed
as each and every, so as to bring within the scope of a given Request all responses that might
otherwise be construed as outside its scope.
11. The words and and or shall be construed to mean and/or and each of the functional words
each, every, and, and all, and shall be deemed to include each of the other words whenever
doing so broadens the scope of any of the Requests.
12. The word reflecting, in addition to other customary and usual meanings, means
memorializing, documenting, embodying, or in any way recording the specified information.
13. The word including, shall mean “including, without limitation” and “including but not
limited to.”
14. The word draft includes both final and any preliminary or intermediate drafts.
15. Banco Popular means Popular, Inc., its present and former affiliates and direct and indirect
subsidiaries (including, without limitation, Popular Securities and Popular Asset
Management), their respective parents, subsidiaries, predecessors, successors, and assigns,
any entities acting under the direction or control or on behalf of any of the foregoing entities
(including, without limitation, any mutual funds or other investment funds managed, advised,
or administered by a Banco Popular entity), and the respective present and former
employees, officers, directors, agents, and representatives of each of the foregoing entities
and any other persons acting under their direction or control or on their behalf.
16. COFINA means the Puerto Rico Sales Tax Financing Corporation.
17. COFINA Structure means the debt financing structure created and governed by the statutes,
resolutions, agreements, and other transaction documents relating to COFINA.
18. Commonwealth means the Commonwealth of Puerto Rico, as well as its elected officials,
employees, agents, representatives, attorneys, advisors, or any other person or persons acting
or purporting to act on its behalf including all related government agencies/instrumentalities.
For purposes of these requests, the term Commonwealth does not include COFINA.
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19. Commonwealth Constitutional Debt Limit means any limit imposed by the Constitution of
the Commonwealth of Puerto Rico on the issuance or guarantee of debt by the
Commonwealth or its instrumentalities, including the restrictions described in Article VI,
Sec. 2 of the Commonwealth Constitution.
20. Commonwealth Municipal Bonds means any bonds issued by the Commonwealth, the GDB,
COFINA, the Puerto Rico Highway and Transportation Authority (“PRHTA”), the Puerto
Rico Infrastructure Financing Authority (“PRIFA”), the Puerto Rico Convention Center
District Authority (“PRCDA”), the Puerto Rico Public Buildings Authority (“PRPBA”), and
any other instrumentality, municipality, entity, or public corporation of the Commonwealth.
21. Dedicated Sales Tax shall have the meaning ascribed to it in 13 L.P.R.A. § 12.
22. Puerto Rico Bond Funds means any and all funds holding or trading in, in whole or in part,
Commonwealth Municipal Bonds (including but not limited to the “First Puerto Rico Family
of Funds” which is comprised of the following mutual funds: Santander AM Intermediate
Fixed-Income Fund, Inc., First Puerto Rico Tax-Exempt Fund, Inc., First Puerto Rico Equity
Opportunities Fund, Inc., First Puerto Rico Daily Liquidity Fund, Inc., First Puerto Rico
AAA Fixed-Income Fund, First Puerto Rico Tax Exempt Fund II, Inc., Tar-San II, Tar-San
III, Tar-San IV, Tar-San V, Tar-San VII, First Puerto Rico Tax-Advantaged Target Maturity
Fund I, Inc., First Puerto Rico Tax-Advantaged Target Maturity Fund II Inc., First Puerto
Rico Target Maturity Income Opportunities Fund I, Inc., First Puerto Rico Target Maturity
Income Opportunities Fund II, Inc., First Puerto Rico AAA Target Maturity Fund I, Inc., and
First Puerto Rico AAA Target Maturity Fund II, Inc.).
23. Regulator means any entity—state or local, national or international, governmental or nongovernmental, including but not limited to the Financial Industry Regulatory Authority
(“FINRA”), the Municipal Securities Rulemaking Board (“MSRB”), the Federal Reserve
Board, the Federal Deposit Insurance Corporation (“FDIC”) and the Securities and Exchange
Commission (“SEC”)—which has authority to regulate banks, financial institutions or the
issuance or sale of securities or bonds, including for example the Commonwealth Municipal
Bonds or the Puerto Rico Bond Funds.
24. Sales and Use Tax means the sales and use tax first imposed by the Commonwealth in 2006.
25. Santander means Santander Securities LLC, Santander Securities Corporation, Santander
Asset Management, Banco Santander Puerto Rico, their present and former affiliates and
direct and indirect subsidiaries, and their respective parents, subsidiaries, predecessors,
successors, and assigns, any entities acting under the direction or control or on behalf of any
of the foregoing entities (including, without limitation, any mutual funds or other investment
funds managed, advised, or administered by a Santander entity, including, without limitation,
any funds part of the Santander “First Puerto Rico Family of Funds), and the respective
present and former employees, officers, directors, agents, and representatives of each of the
foregoing entities and any other persons acting under their direction or control or on their
behalf.
Time Period:

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Unless otherwise specified, this Document Request relates to the period commencing January 1,
2006 and continuing through May 3, 2017.

Requests:
1. All Documents or Communications from 2002 – present concerning the Commonwealth
Constitutional Debt Limit, including, without limitation, all Documents or Communications
concerning:
(a) Any evaluations, analyses, or assessments of the Commonwealth Constitutional Debt
Limit;
(b) Any calculation or consideration (draft or final) of the Commonwealth Constitutional
Debt Limit;
(c) Any certifications (draft or final) concerning compliance with the Commonwealth
Constitutional Debt Limit;
(d) Any actual or potential risk that an issuance or guarantee of debt could or would
exceed, or had exceeded, the Commonwealth Constitutional Debt Limit, including but
not limited to any legal opinion (draft or final) concerning the Commonwealth
Constitutional Debt Limit; or
(e) Any issuance or guarantee or contemplated issuance or guarantee of debt obligations
in excess of a debt limit.
2. All Documents or Communications concerning COFINA or the COFINA Structure,
including, without limitation, all Documents or Communications concerning:
(a) The contemplation or creation of COFINA or the COFINA Structure;
(b) Any analyses of the structure of COFINA and the projected tax receipts, projected
revenues, and any other flows of funds attributable to, or available to, COFINA.
(c) Any opinion letter (draft or final) concerning COFINA or the COFINA Structure;
(d) The COFINA Enabling Act (Act 91 of 2006, and any amendments thereto);
(e) Any contemplated, proposed, or enacted legislation (including any drafts thereof)
affecting or potentially affecting COFINA or the COFINA Structure (including the Sales
and Use Tax);
(f) Any question, concern, consideration, or analysis concerning the legality, illegality,
constitutionality or unconstitutionality of COFINA, the COFINA Structure, or any aspect
thereof;
(g) Whether the Puerto Rico Legislative Assembly has the authority to create, eliminate,
encumber, or modify the assets of COFINA; or
(h) Any actual or contemplated benefit or advantage of COFINA or the COFINA
Structure relative to any other structure or form of debt financing.
3. All Documents or Communications concerning COFINA and the Commonwealth
Constitutional Debt Limit.
4. All documents or communications concerning the constitutionality or unconstitutionality of
issuing debt to finance deficit spending or pay pre-existing debt.
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5. All Documents or Communications concerning any contemplated “clawback,” diversion or
reduction in the amount of the Dedicated Sales Tax.
6. All Documents or Communications concerning the application of Government Accounting
Standards Board rules and principles concerning “blended component units” to (a) the
calculation of the Commonwealth Constitutional Debt Limit, (b) COFINA, (c) the Puerto
Rico Infrastructure Financing Authority (“PRIFA”), (d) the Puerto Rico Building Authority
(“PBA”), or (e) any other instrumentality of the Commonwealth.
7. All Documents or Communications reflecting financial modeling, evaluation, or analysis of
the creditworthiness of the Commonwealth and/or its instrumentalities, including any
financial modeling, evaluation or analysis of the economic condition, economic activity, and
economic performance of the Commonwealth and/or any of its instrumentalities.
8. All Documents or Communications concerning any evaluation, calculation, analyses or
assessments of whether the debt load of the Commonwealth of Puerto Rico and/or its
instrumentalities exceeded its (and/or their) ability to repay.
9. All Documents or Communications concerning any evaluations, calculations, analyses, or
assessments of the creditworthiness of or investment risk(s) associated with any
Commonwealth Municipal Bonds.
10. All Documents and Communications concerning (a) any evaluations, calculations, analyses
or assessments of the risks associated with ownership by the GDB, Santander or Banco
Popular (for such entity’s own account) of Commonwealth Municipal Bonds or Puerto Rico
Bond Funds, or (b) any evaluations, calculations, analyses or assessments by any investment
committee or risk committee (or any other committee with similar functions, however titled)
of the GDB, Santander or Banco Popular of actual or contemplated disposition of
Commonwealth Municipal Bonds or Puerto Rico Bond Funds held for such entity’s own
account.
11. All Documents or Communications concerning the risks of the purchase, sale, or holding of
Commonwealth Municipal Bonds or Puerto Rico Bond Funds, whether by the GDB or by
any other person, entity or financial institution (including, without limitation, Santander or
Banco Popular).
12. All Documents or Communications concerning any directive from a Regulator, including but
not limited to the Federal Deposit Insurance Corporation or the Federal Reserve Board or
Bank, regarding the purchase, sale, or holding of Commonwealth Municipal Bonds or the
Puerto Rico Bond Funds by the GDB or by any other person, entity or financial institution
(including, without limitation, Santander or Banco Popular).
13. All communications between the GDB and (a) Santander or (b) Banco Popular concerning
COFINA, the COFINA Structure, the Sales and Use Tax, and/or the Dedicated Sales Tax,
including, without limitation, any contemplated “clawback”, diversion, or reduction in the
amount of the Dedicated Sales Tax for the benefit of the Commonwealth or AAFAF.

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14. All communications from 2006 – present between the GDB and (a) Santander or (b) Banco
Popular.
15. All Documents or Communications concerning any mutual funds for which any Banco
Popular or Santander entity acted as manager, investment advisor, administrator or custodian
(including, without limitation, any funds part of the Santander “First Puerto Rico Family of
Funds), including, without limitation, Documents or Communications concerning any GDP
investment in any such funds.
16. All Documents or Communications concerning any payments of any kind (potential or
realized) made by the GDB or by any instrumentality of the Commonwealth to Santander or
Banco Popular in connection with any activities (including, without limitation, underwriting,
consulting, advisory engagements, or any other services of any kind).
17. All Documents or Communications concerning any conflict of interest or ethical wall
analyses or disclosures concerning (a) GDB employees, officers or board members, or (b)
entities with which the GDB has transacted business (including, without limitation,
Santander or Banco Popular).
18. All Documents or Communications concerning any actual or perceived conflicts of interest
between the GDB (including any of its employees, officers or board members) and any
underwriter or broker of Commonwealth Municipal Bonds (including, without limitation,
Santander or Banco Popular), including but not limited to Documents and Communications
concerning whether any employee, officer, or director of any underwriter or broker of
Commonwealth Municipal Bonds (including, without limitation, Santander or Banco
Popular) or the GDB had any actual or perceived conflicts of interest.
19. From 2006 – present, for all directors, officers and board members of the GDB, (a) all
employment agreements and (b) documents sufficient to show (i) their compensation
(including base compensation, bonus and equity grants), and (ii) the basis for the calculation
of their compensation (including any bonus or discretionary compensation awards).
20. Copies of all GDB compliance manuals, policies, and codes of conduct.
21. Copies of all GDB conflict of interest policies, including, without limitation, any policies,
procedures and/or ethical walls established to address conflict of interest concerns related to
the Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
22. All Documents or Communications from 2006 – present concerning political contributions
made to or by the GDB (including any of its officer, directors, or employees).
23. All Documents or Communications from 2006 – present reflecting the engagement or other
retention by the GDB of any lobbyist or lobbying firm(s) and any amounts spent on lobbying.
24. Copies of any insurance policies covering GDB director & officer liability.
25. All Documents or Communications produced to the Securities and Exchange Commission
which relate in any way to the Commonwealth Municipal Bonds, the Puerto Rico Bond
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Funds, or the Commonwealth’s relationship with any underwriter or broker of the
Commonwealth Municipal Bonds.
26. All Documents or Communications produced to any Regulator which relate in any way to the
Commonwealth Municipal Bonds, the Puerto Rico Bond Funds, or the Commonwealth’s
relationship with any underwriter or broker of the Commonwealth Municipal Bonds.
27. All Documents or Communications to or from any Regulator including but not limited to the
Federal Deposit Insurance Corporation, the Federal Reserve Board, the Securities and
Exchange Commission, and the Financial Industry Regulatory Authority concerning the
Commonwealth, the Commonwealth Municipal Bonds, or the Puerto Rico Bond Funds.
28. For each series of Commonwealth Municipal Bonds issued during the period from 2006
through the present:
(a) All closing binders and bond transcripts;
(b) Documents reflecting the flow of funds (including account numbers and/or wire
transfer numbers) of the bond proceeds;
(c) All materials prepared, received or provided in connection with due diligence.
(d) All Documents or Communications concerning any actual or contemplated
investment in or disposition of such bonds by (i) Santander, (ii) Banco Popular, (iii) any
underwriter or broker of such bonds, or (iv) the GDP;
(e) All communications with any underwriters or brokers of such bonds;
(f) All Documents or Communications concerning any efforts to sell, offer or place such
bonds;
(g) All sales, marketing, and/or roadshow materials or Documents;
(h) All Documents or Communications concerning any requirement(s) that any
Commonwealth-sponsored, Commonwealth-regulated, or Commonwealth-related entity
acquire bonds or invest in bond-related funds;
(i) All Documents or Communications concerning actual or potential compensation
associated with the underwriting, brokering, sale, issuance, transfer, or administration of
such Commonwealth Municipal Bonds; and
(j) All agreements with any institution which relate in any part to the structuring or
execution of transactions involving such Commonwealth Municipal Bonds.
29. All Documents and Communications (including, without limitation, all Communications
with underwriters, including, without limitation, Santander and/or Banco Popular)
concerning (a) SEC Rule 15c2-12, (b) underwriter compliance with the obligations therein,
or (c) actual, anticipated or projected compliance or noncompliance by the Commonwealth
with any related information disclosure obligations.
30. With respect to COFINA, all Documents or Communications reflecting agreements to which
COFINA, the Commonwealth, or the Bank of New York (individually or as trustee) is or was
a party, relating to any funds or accounts into which Sales and Use Tax revenues are
deposited and/or from which they are withdrawn or invested (including, without limitation,
the revenue account of the project fund held under the COFINA Resolution (the Amended
and Restated Sales Tax Revenue Bond Resolution as amended and restated on June 10, 2009,
and as further supplemented)).
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31. All Documents or Communications concerning any actual or contemplated requirement(s)
that any credit union or cooperativa deposit funds with the GDB.
32. All Documents or Communications concerning the actual or potential acquisition by any
credit union or cooperativa located in Puerto Rico of any Commonwealth Municipal Bonds.
33. All Documents or Communications with any bank association of Puerto Rico (including but
not limited to Asociación de Bancos de Puerto Rico) or any securities association of Puerto
Rico concerning Commonwealth Municipal Bonds or the Puerto Rico Bond Funds.
34. All Documents or Communications concerning the use of lending, margin accounts, or
margin borrowing to fund the purchase of Commonwealth Municipal Bonds or the Puerto
Rico Bond Funds.
35. All board of directors materials, including but not limited to all board books, meeting
minutes and presentations, concerning the Commonwealth Municipal Bonds or the Puerto
Rico Bond Funds, including, but not limited to, the risks thereof.

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