Who inside Citibank assigned you to the position of overseeing the

							Questions for Mary Lynn Putney Deposition – Part 1

1.    Former Citibank Chairman & CEO John Reed approved the creation of the CVC Fund
      in November 1995. Why did Citibank need to receive Office of the Comptroller of the
      Currency (OCC) approval to establish the CVC Fund?
2.    Why didn’t Citibank manage the CVC Fund itself as general partner, just as it is doing
      today?
3.    Why did Citibank hire Daniel Dantas/Opportunity?
4.    Who inside Citibank assigned you to the position of overseeing the investment in the
      CVC Fund?
5.    What relationship did this person have with Chairman Reed?
6.    When did you assume this position of overseeing the CVC Fund?
7.    Is it safe to say that you were the designated Citibank liaison to the CVC Fund?
8.    Why were you assigned to this position?
9.    What role did Dipak Rastogi have in relation to the CVC Fund prior to your
      assumption of your oversight role of the CVC Fund?
10.   Did you have any kind of relationship with Dipak Rastogi before your assignment of
      overseeing the CVC Fund?
11.   Dipak Rastogi’s role with respect to the CVC Fund was terminated prior to the CVC
      Fund’s first closing in September 1997. Why and when did Mr. Rastogi’s involvement
      terminate?
12.   Is it safe to say that you substituted Dipak Rastogi when you assumed your oversight of
      the CVC Fund, which was then being structured?
13.   Is it your opinion that Dipak Rastogi was opposed to the creation of the CVC Fund,
      despite Chairman John Reed’s approval of the CVC Fund?
14.   If yes, why was Mr. Rastogi opposed the CVC Fund’s creation?
15.   After the termination of his involvement with the CVC Fund what new job
      responsibilities did Mr. Rastogi take on?
16.   Dipak Rastogi was transferred to what city and country immediately after you assumed
      your oversight duties for the CVC Fund?
17.   Years after the termination of his responsibilities with respect to the CVC Fund, Dipak
      Rastogi renewed his involvement with the CVC Fund. This occurred after the merger
      between Citibank and Travelers. To whom was Dipak Rastogi reporting when he
      became involved with the CVC Fund again?
18.   When did Dipak Rastogi’s involvement with the CVC Fund begin again?
19.   Who assigned Dipak Rastogi to the position of being involved with the CVC Fund
      again and why?
20.   According to your best information and belief, does or did Mr. Rastogi have an
      extensive background in private equity investing in the emerging markets?
21.   Does Mr. Rastogi speak Portuguese or Spanish?
22.   Does Mr. Michael Carpenter speak Portuguese or Spanish?
23.   Do you speak Portuguese or Spanish?
24.   Is it your opinion that Dipak Rastogi saw problems with the CVC Fund upon his
      reassumption of responsibilities that involved the CVC Fund?
25.   If so, what was the nature of the problems that Mr. Rastogi saw?
26.   Upon his return to a role involving the CVC Fund, did you report to Mr. Rastogi?
27.   How would you describe your working relationship with Mr. Rastogi as a colleague
      and as a superior?
28.   You worked with Paulo Caldeira did you not?


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29.   In what capacity did you work with Paulo Caldeira?
30.   Did Paulo Caldeira report to you with respect to all issues concerning the CVC Fund?
31.   When Paulo Caldeira reported to you, did you in turn report to Dipak Rastogi or was
      Mr. Caldeira working for you before Mr. Rastogi reappeared exercising responsibilities
      with respect to the CVC Fund?
32.   Paulo Caldeira is Brazilian is he not?
33.   Did your relationship with Paulo Caldeira change when you began reporting to Dipak
      Rastogi?
34.   If so, how did your relationship with Mr. Caldeira change?
35.   In your opinion, did the Citibank-Travelers merger impact Citibank’s relationship with
      the CVC Fund?
36.   If so, how did the Citibank-Travelers merger impact that relationship?

Questions for Mary Lynn Putney Deposition – Part 2

37.   Did Daniel Dantas tell you about the difficulties he was having with the so-called
      Onshore Fund and particularly the limited partners of that fund, the Brazilian pension
      funds?
38.   When the Brazilian pension funds through the Onshore Fund fired Daniel Dantas and
      his team as general partner of that fund, you agreed to provide Daniel Dantas and the
      general partner with a waiver pursuant to the terms of the Limited Partnership
      Agreement (LPA) and/or the Operating Agreement (OA) between Citibank/IEII and the
      general partner, to maintain or better reinstate the general partner as the administrator
      of the CVC Fund. Why did you do this?
39.   When you provided that waiver did you believe that it was in Citibank’s best interests
      to do so?
40.   Why was it in Citibank’s best interests to provide the waiver reinstating Dantas and the
      general partner as administrator of the CVC Fund, after he had been fired by the
      Onshore Fund?
41.   At about this same time the so-called Umbrella Agreement came into effect. Were you
      aware of the Umbrella Agreement and did you read its terms and conditions?
42.   One of the purposes of the Umbrella Agreement was to preserve Citibank’s control
      premium in the investments of the CVC Fund. At the time of granting the waiver
      pursuant to the terms of the LPA/OA, did you believe that the Umbrella Agreement
      was drafted and structured in Citibank’s best interests?
43.   The LPA/OA created a structure of co-investing between Daniel, the general partner
      and investors in certain Opportunity managed investment vehicles on the one hand, and
      the CVC Fund and the Onshore Fund on the other hand. This co-investing structure
      came to be known as the side-by-side (SBS) investment arrangement. Pursuant to the
      SBS arrangement all parties were to invest and divest together under the same terms
      and conditions. Is this your understanding and did you agree to this SBS arrangement
      on behalf of Citibank at the formation of the CVC Fund?
44.   Upon agreeing and signing the LPA/OA on behalf of Citibank, did you believe that the
      SBS investment arrangement was the best way to preserve the planned for control
      premiums that Citibank would have via the CVC Fund?
45.   Daniel Dantas and the general partner had a dual role as CVC Fund administrator and
      also as a co-investor with the CVC Fund. In fact, Citibank insisted according to private
      equity norms that Dantas and the general partner “align their interests” with the CVC
      Fund by investing alongside the CVC Fund in all investments. The LPA specifically
      mandates that the general partner will not invest in the CVC Fund, but that it will



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      adhere to the SBS arrangement via the planned co-investment SBS arrangement. Is this
      your understanding?
46.   The law firm Shearman & Sterling was hired by Citibank to draft the LPA, OA and all
      support documentation for the closing of the CVC Fund. Is this true?
47.   The SBS investment arrangement, therefore, was clearly something that Citibank
      insisted upon and that Shearman & Sterling included in the CVC Fund documentation
      pursuant to explicit instructions from Citibank. Is that correct?
48.   How would you describe your relationship as the Citibank contact person in New York
      for the CVC Fund, with Daniel Dantas – was it a formal relationship with substantial
      checks and balances and a detailed paper trail of all events, or was it a more informal
      relationship built on trust and confidence in Daniel’s word and Citibank’s word?
49.   The LPA indicates that the general partner would be able to invest up to US$100MM
      on a SBS basis with the CVC Fund. Did you believe at the time of signing the LPA
      and the OA that such an arrangement was in the best interests of Citibank?
50.   Is it correct to assume that you, as the representative of Citibank on the CVC Fund
      Advisory Board, approved the additional investments above US$100MM that Dantas
      and the general partner made directly and/or indirectly via Opportunity’s various
      investment vehicles in the CVC Fund portfolio companies?
51.   Is it correct to assume, therefore, that the SBS investment arrangement applied to all of
      the monies invested by the general partner and the Opportunity investment vehicles in
      the CVC Fund portfolio companies?
52.   Given the ongoing litigation in Brazil that began with the takeover attempts of Telemig
      Celular by TIW, the Brazilian pension funds and other third party investors aligned
      with TIW, and then later involved Telecom Italia and its attempts to take over Brasil
      Telecom – Citibank supported Daniel Dantas and the attempts of the general partner to
      defend the interests of the CVC Fund portfolio on behalf of Citibank and the general
      partners’ investment in those same companies, by reimbursing the general partner for
      legal expenses incurred. Why did you feel that supporting the general partner was in
      Citibank’s best interests and why did Citibank consistently reimburse its pro rata share
      of legal fees incurred by the general partner to defend the interests of the CVC Fund?
53.   In your opinion, why did Citibank stop supporting the general partner in its disputes
      with the third parties mentioned above?
54.   When you held your position inside Citibank as the chief contact with the CVC Fund, a
      position you held for seven years, how many times a week did you speak with Daniel
      Dantas?
55.   In a given year, how often did you or members or representatives of your team in New
      York, visit Daniel Dantas and the offices of the general partner as well as the
      companies in the CVC Fund portfolio in Brazil?
56.   While at Citibank and overseeing the affairs of the CVC Fund, did you feel that you
      knew and had a grasp of the details of the CVC Fund portfolio?
57.   While at Citibank and while overseeing the affairs of the CVC Fund, did you feel that
      Daniel Dantas and the general partner were doing a poor job, a good job or an excellent
      job of creating value for the CVC Fund portfolio companies?

Questions for Mary Lynn Putney Deposition – Part 3

58.   The Office of the Comptroller of the Currency (OCC) issued three approvals in the
      context of the formation of the CVC Fund. The first was for the CVC Fund (referred to
      in the relevant OCC written correspondence and approval letters as the Brazil Fund).
      The second approval was for a Latin Fund and the third OCC approval was for
      Citibank itself. It was the third approval, which allowed Citibank for the first time to


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directly convert Brady Bonds to cash and then to use that cash in privatizations, that
triggered the language drafting by Shearman & Sterling of paragraph 7.07 in the
Operating Agreement executed between Citibank and the general partner. That
paragraph 7.07 allowed Citibank to participate directly in privatizations in Brazil,
where the CVC Fund had decided not to invest or where Citibank had chosen to co-
invest by invitation of the CVC Fund in privatizations. Otherwise, Citibank intended
the CVC Fund to be its exclusive investment vehicle for privatizations in Brazil. That
was the full and only intention of paragraph 7.07. Is that your understanding?




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