1 2 Page 1 JUDICIAL ARBITRATION AND MEDIATION SERVICE 3 NEW YORK, NEW YORK 4 5 FORTRESS VRF I LLC and ) 6 FORTRESS VALUE RECOVERY ) FUND I LLC, ) 7 Claimants, ) ) 8 vs. ) ) Reference 1425006537 No. 9 JEEPERS, INC., ) Respondents. ) 10 ) and ) 11 ) FINANCIAL TRUST COMPANY, ) 12 INC., and JEEPERS, INC., ) Counter-Claimants and ) 13 Third-Party Claimants, ) ) vs. ) 14 ) 15 FORTRESS VALUE RECOVERY ) FUND I LLC, ) 16 Counter-Respondents, ) ) vs. ) 17 ) 18 D.B. ZWIRN PARTNERS, LLC, ) D.B. ZWIRN & CO., L.P., ) 19 DBZ GP, LLC, ZWIRN ) HOLDINGS, LLC, and DANIEL ) 20 ZWIRN, ) Third-Party Respondents. ) 21 ) 22 April 20, 2011 23 9:02 a.m. 24 25 Deposition of JEFFREY EPSTEIN. 212-267-6868 VERITEXT REPORTING COMPANY www.veritext.com 516-608-2400 EFTA00299085

Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 April 20, 2011 9:02 a.m. Deposition of JEFFREY EPSTEIN, held at the offices of Cooley Godwin Kronish, 1114 Avenue of the Americas, New York, New York, before Laurie A. Collins, a Registered Professional Reporter and Notary Public of the State of New York. 212-267-6868 VERITEXT REPORTING COMPANY www.veritext.com 516-608-2400 EFTA00299086

Page 3 1 2 APPEARANCE S: 3 4 PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 5 Attorneys for Claimants 6 1285 Avenue of the Americas 7 New York, New York 10019-6064 8 BY: ALLAN J. ARFFA, ESQ. 9 HANNAH S. SHOLL, ESQ. 10 11 SUSMAN GODFREY 12 Attorneys for JEEPERS, 13 Financial Trust Company, and Witness 14 560 Lexington Avenue, 15th Floor 15 New York, New York 10022 16 BY: STEPHEN D. SUSMAN, ESQ. 17 18 COOLEY GODWARD KRONISH LLP 19 Attorneys for D.B. Zwirn Partners, LLC, 20 D.B. Zwirn Co. , L.P., and DBZ GP, LLC 21 1114 Avenue of the Americas 22 New York, New York 10036-7798 23 BY: WILLIAM J. SCHWARTZ, ESQ. 24 WILLIAM O'BRIEN, ESQ. 25 ARASTU K. CHAUDHURY, ESQ. VERITEXT REPORTING COMPANY www.yeritext.com EFTA00299087

Page 4 1 2 APPEARANCES (continued): 3 4 LANKLER SIFFERT & WOHL LLP 5 Attorneys for Daniel Zwirn 6 500 Fifth Avenue, 7 New York, New York 10110-3398 8 BY: JOHN S. SIFFERT, ESQ. 9 DANIEL E. REYNOLDS, ESQ. 10 ANDREW S. LEE, ESQ. 11 12 ALSO PRESENT: 13 RICK NOBLE, ESQ. (Fortress) 14 ADAM DICOLA, Videographer 15 16 17 18 19 20 21 22 23 24 25 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299088

Page 5 1 Proceedings 2 THE VIDEOGRAPHER: Good morning. We 3 are now on the record. My name is Adam DiCola 4 of Veritext New York. The date today is April 5 20th, 2011, and the time is approximately 9:01 09:02:17 6 a.m. 7 This deposition is being held in the 8 office of Cooley Godward Kronish LLP, located 9 at 1114 Avenue of the Americas, New York, New 10 York. The caption of this case is Fortress 09:02:33 11 VRF LLC, et al., versus JEEPERS, Inc., et al., 12 in the Judicial Arbitration and Mediation 13 Service, New York, New York, Reference Number 14 1425006537. The name of the witness is 15 Jeffrey Epstein. 09:02:55 16 At this time will the attorneys please 17 identify themselves and the parties they 18 represent, after which our court reporter, 19 Laurie Collins, will swear in the witness and 20 we can proceed. 09:03:04 21 MR. SCHWARTZ: My name is William 22 Schwartz. I represent D.B. Zwirn Partners, 23 LLC; D.S. Zwirn & Co., L.P.; DBZ GP, LLC; and 24 Zwirn Holdings, LLC. 25 MR. CHAUDHURY: My name is Arastu 09:03:18 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299089

Page 6 1 Proceedings 2 Chaudhury, also from Cooley LLP. I also 3 represent D.B. Zwirn Partners, LLC; 4 D.B. Zwirn & Co., L.P.; DBZ GP, LLC; and Zwirn 5 Holdings, LLC. 09:03:16 6 MR. O'BRIEN: William O'Brien from 7 Cooley for the same parties. 8 MR. SIFFERT: John Siffert, Lankler 9 Siffert & Wohl, for Daniel Zwirn. 10 MR. REYNOLDS: Daniel Reynolds, Lankler 09:03:38 11 Siffert & Wohl, also for Daniel Zwirn. 12 MR. LEE: Andrew Lee, Lankler Siffert & 13 Wohl, also for Daniel Zwirn. 14 MR. ARFFA: I'm Allan Arffa from Paul, 15 Weiss, Rifkind, Wharton & Garrison, LLP. We 09:03:51 16 represent the two claimants, Fortress VRF I 17 LLC and Fortress Value Recovery Fund I LLC. 18 MS. SHOLL: I'm Hannah Sholl, here for 19 the same clients, also from Paul, Weiss, 20 Wharton & Garrison. 09:04:05 21 MR. NOBLE: Rick Noble from Fortress 22 for Fortress Value Recovery Fund. 23 MR. SUSMAN: Steve Susman on behalf of 24 FTC, JEEPERS, and the witness, Mr. Epstein. 25 Before we get going, before we swear 09:04:18 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299090

Page 7 1 Proceedings 2 him in, let's get some agreements on the 3 record; I think it's appropriate. We agree 4 that these depositions each side will get 5 seven hours of questioning time, exclusive of 09:04:29 6 breaks. 7 We have agreed, at least today -- I 8 think we have agreed that the depositions will 9 be taken in the office of the party taking the 10 deposition or at the location. 09:04:40 11 MR. SCHWARTZ: That's where this one 12 is. 13 MR. SUSMAN: Right. I'm just trying to 14 say the rules we set today, since it's the 15 first deposition, will be the rules of the 09:04:49 16 game, as far as I'm concerned. 17 We'll begin these depositions at 9. We 18 can make other agreements. But unless other 19 agreements are made, we start the depositions 20 at 9. When the seven hours are up, the seven 09:04:59 21 hours are up. 22 I thank you for accommodating me for 23 lunch today. We will break at 12:20 and be 24 back at 1:45. We can do -- an hour and a half 25 for lunch. We can do whatever schedule you 09:05:11 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299091

Page 8 1 Proceedings 2 want on that. But I would ask you give us 3 notice if you have any luncheon times so 4 people can make plans, such as we gave you. 5 Mr. Epstein needs to use the facility 09:05:21 6 more regularly than normally. So what I 7 proposed to him is that we are going to take a 8 break every hour on the hour for five minutes 9 for you to do what you need to do. 10 So you know coming to the hour he's 09:05:34 11 going to break and you'll not have any interim 12 breaks where he -- we can do the same thing 13 with your witnesses. I'm not talking about a 14 long break, because if we take long breaks we 15 will be here until 8 o'clock tonight and I 09:05:46 16 don't want to do that. We can take a very 17 short break to use the facility, but on the 18 hour. 19 MR. ARFFA: I hope we can finish it in 20 seven hours. There are multiple parties here 09:05:58 21 who don't have the same interests. Hopefully 22 we can do it all in seven, but I'm going to 23 reserve my right to seek or ask for additional 24 time, if necessary. Hopefully that won't be 25 necessary. 09:06:11 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299092

1 2 3 4 Epstein MR. SUSMAN: Just so our position is understood, yes, anyone is free to seek any time, obviously, but you're going to have to Page 9 5 get the judge's permission. 09:06:18 6 MR. ARFFA: That's your position. I 7 have a different position. 8 MR. SUSMAN: Exactly. Ready. 9 MR. SCHWARTZ: Good morning, 10 Mr. Epstein. 09:06:28 11 (Discussion off the record.) 12 JEFFREY EPSTEIN , 13 called as a witness, having been duly sworn 14 by the notary public, was examined and 15 testified as follows: 16 EXAMINATION BY 17 BY MR. SCHWARTZ: 18 Q. Good morning, Mr. Epstein. 19 A. Good morning. 20 Q. Now you can say it under oath. 09:06:39 21 I take it you are experienced in 22 investing in hedge funds; is that correct? 23 A. Yes. 24 Q. How long have you been an investor in 25 hedge funds? 09:06:54 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299093

Page 10 1 Epstein 2 A. More than 20 years. 3 Q. And how many hedge funds have you 4 invested in? 5 A. More than ten. 09:06:58 6 Q. And in the context of hedge funds, do 7 you have an understanding of what a lockup is? 8 A. Yes. 9 Q. What is a lockup? 10 A. It's a period of time where your 09:07:12 11 investment is restricted from being redeemed. 12 Q. In other words, you put your money 13 in -- correct? -- and then you can't take it out 14 until the lockup is over? 15 A. If that's what the lockup says. Many 09:07:29 16 lockups have partial withdrawal rights so... 17 Q. Is it fair to say that as an investor, 18 given a choice, you would prefer a shorter lockup 19 to a longer lockup of your funds? 20 A. No. 09:07:54 21 Q. And why would you not -- well, can you 22 explain that? 23 A. Different investments have different 24 periods of time to make investments as well as 25 redeem them. 09:08:09 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299094

Page 11 1 Epstein 2 Q. Is it fair to say that you would prefer 3 to have greater access to your money over time -- 4 strike that. Let me go back. 5 A. Have you asked a question? 09:08:34 6 Q. I'm trying to understand your last 7 answer. 8 A. Sorry. 9 Q. I'm not sure what you mean by why -- 10 why different -- the period of time over which you 09:08:49 11 can make an investment has an effect on your view 12 as to how long a lockup is. Can you explain? 13 MR. SUSMAN: Is that a question? I 14 didn't get question. 15 MR. SCHWARTZ: I asked him whether he 09:09:01 16 can explain his last answer. 17 A. In many instances if you are going to 18 take a large position in a security, you might 19 want to buy it over a longer period of time. So 20 if -- a lockup period sometimes reflects the fact 09:09:15 21 as well that you might have to accumulate a 22 position. 23 Q. And isn't it fair to say that you would 24 like to be able to get quicker access to your 25 money if you decide to change your investment? Is 09:09:30 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299095

Page 12 1 Epstein 2 it fair to say that during a lockup period you 3 cannot take your money out of an investment? 4 A. No. 5 Q. Is it fair to say that during a lockup 09:09:42 6 period -- 7 A. No, it's not fair to say that. 8 Q. Is it fair to say that if a lockup 9 applies to a particular tranche of an investment 10 for a period of time, restricting the amount of 09:09:52 11 time you cannot take it out, during that period of 12 time you cannot take out that tranche; is that 13 fair to say? 14 A. No, it's not. 15 Q. Explain that to me, please. 09:10:00 16 A. Lockups are very specific. So 17 sometimes -- you're using the general category of 18 lockups when in fact lockups, like menus, have 19 many different options. 20 Q. You made investments in the Zwirn fund; 09:10:19 21 is that correct? 22 A. You mean me -- you're referring to FTC? 23 Q. FTC, excuse me. 24 A. Yes. 25 Q. And when you made your initial 09:10:51 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299096

Page 13 1 Epstein 2 investment, what did you understand the lockup to 3 be? 4 A. I'm sorry, you'll have to rephrase the 5 question. This is -- the Zwirn fund, is this the 09:11:01 6 Highbridge/ Zwirn? I made many investments in 7 funds having to do with Dan Zwirn. 8 Q. It's the Highbridge/Zwirn? 9 A. Would you repeat your question? 10 Q. What did you understand lockup to be? 09:11:13 11 A. With Highbridge I? 12 Q. Yes. 13 A. My understanding was a two-year lockup. 14 Q. From when to when? 15 A. From 2002 until 2004. 09:11:31 16 Q. And when you made your second 17 investment in that fund, what did you understand 18 the lockup period to be for that investment? 19 A. I understood I had one capital account, 20 one capital account, and I could make my 09:11:46 21 redemption request any time after the first -- 22 between two thousand -- at the end of 2004 for the 23 2002 investment. 24 Q. And that was with respect to each 25 investment you made in the Highbridge fund, the 09:12:01 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299097

Page 14 1 Epstein 2 Highbridge/Zwirn fund? It was governed by a 3 single lockout -- a single lockup period? 4 A. Correct. 5 Q. Just so I'm clear, it is your testimony 09:12:27 6 that the lockup the period in which you could 7 withdraw your funds was governed by the date on 8 which you made your first investment into the 9 fund? 10 A. Which fund are we talking about? Which 09:12:51 11 investment are we talking about? 12 Q. We're talking about the Highbridge/ 13 Zwirn fund. 14 A. Which time? 15 Q. Well, how many investments did you make 09:13:02 16 in the Highbridge/Zwirn fund? 17 A. If you could refresh my recollection, I 18 would be happy to. 19 Q. Prior to 2005 does it refresh your 20 recollection that you made four investments? 09:13:10 21 A. If you say so. 22 Q. Well, does it refresh your recollection 23 that you made an investment on May 1, 2002; 24 September 1, 2002; December 1, 2002; and June 1, 25 2003? 09:13:28 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299098

Page 15 1 Epstein 2 A. That sounds right. 3 Q. When could you withdraw those 4 investments, each of them? 5 A. After the first 2002 investment, two 09:13:38 6 years after that. 7 Q. Do you recall that -- so after -- let 8 me see if I can be more specific. 9 Is it your testimony that you could 10 obtain a withdrawal of your funds at the 09:13:53 11 quarter -- at the end of the quarter in which you 12 invested two years after you made your original 13 investment; so that if you made a May 1, 2002, 14 investment, those funds could be withdrawn June 15 30, 2003, on proper notice -- 2004 on proper 09:14:13 16 notice? 17 A. That's my understanding. 18 Q. And for the investment you made on 19 September 1, 2002, it is your understanding -- it 20 was your understanding at the time you made that 09:14:28 21 investment that those funds could be withdrawn on 22 June 30, 2004, given proper notice? 23 A. I believe so, yes. 24 Q. And for the investment you made on 25 December 1, 2002, it was your understanding at the 09:14:47 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299099

Page 16 1 Epstein 2 time you made that investment that if you gave 3 proper notice you could withdraw that investment 4 on June 30, 2004? 5 A. That's correct. 09:15:01 6 Q. And for the investment that you made on 7 June 1, 2003, it was your understanding that you 8 could withdraw that investment, if you gave proper 9 notice, on June 30, 2004? 10 A. That's correct. 09:15:14 11 Q. And you understood that to be a rolling 12 lockup so that if you did not withdraw your money 13 on June 30, 2004, the next time you could withdraw 14 your money would be two years after that? 15 A. I don't recall what my understanding 09:15:41 16 was then. Sorry. 17 Q. Is that your understanding now? 18 A. Yes. 19 Q. And was that understanding based on? 20 A. My understanding is I had one capital 09:15:48 21 account with D.B. Zwirn, that I was the original 22 investor -- one of the original investors in 23 D.B. Zwirn, and the transaction that I structured 24 early on is that I could withdraw my money in two 25 years. 09:16:07 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299100

Page 17 1 Epstein 2 Q. And with whom did you structure that 3 transaction? 4 A. Glenn Dubin. 5 Q. I'm sorry? 09:16:16 6 A. Glenn Dubin. 7 Q. So -- 8 A. This was a Highbridge -- you're asking 9 me about Highbridge I; is that correct? 10 Q. Yes. 09:16:24 11 A. Okay. 12 (Pause.) 13 Q. Just so we're clear, your understanding 14 of the lockups came from conversations with Glenn 15 Dubin? 09:17:12 16 A. Yes. 17 Q. At the time you made your initial 18 investment? 19 A. Yes. 20 Q. And at the time you made your 09:17:23 21 subsequent investments, did you have conversations 22 with Glenn Dubin about the lockups for those? And 23 I'm referring only to the investments that I -- 24 the first four investments. 25 A. I don't recall. 09:17:37 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299101

Page 18 1 Epstein 2 Q. What did Mr. Dubin tell you -- well, 3 tell us your conversations with Mr. Dubin 4 concerning the lockups prior to your first 5 investment. How many were there? 09:17:47 6 A. You've asked two questions, I'm sorry. 7 Q. I'm sorry. How many conversations 8 prior to making your first investment did you have 9 with Mr. Dubin about the lockup period prior to 10 making your first investment? 09:18:00 11 A. Probably one 12 Q. And what did you say to him and what 13 did he say to you? 14 A. I would -- I would never lock up my 15 money for more than two years. So if you want me 09:18:10 16 to invest in Highbridge I, it will have to be a 17 two-year lockup, more than a two-year lockup. 18 Q. And what did he say? 19 A. Fine. 20 Q. And did you have a specific 09:18:22 21 conversation with him about subsequent investments 22 at that time that you might make in the fund? 23 A. Can you repeat the question? 24 Q. At the time you had that conversation 25 with him about not wanting to lock up your money 09:18:37 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299102

Page 19 1 Epstein 2 for more than two years, did you have a 3 conversation with him about subsequent investments 4 that you might make in the fund? 5 A. Yes. 09:18:48 6 Q. And what was that conversation? 7 A. That if the performance was attractive 8 I would increase my investments in the fund. 9 Q. And did you discuss what the lockup 10 would be for those increases? 09:19:07 11 A. I don't recall. 12 Q. Did Mr. Zwirn tell you that the lockup 13 for those -- did Mr. Dubin tell you that the 14 lockup for any subsequent investment would be on 15 the same calendar as the lockup for the first 09:19:21 16 investment? 17 A. No. 18 Q. Did anybody tell you that? 19 A. I don't recall. However, my 20 understanding was I was only putting money in for 09:19:43 21 my original investment. I would add to that 22 investment with the same two-year lockup. 23 Q. And with whom did you have that 24 conversation? 25 A. Mr. Dubin. 09:19:51 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299103

Page 20 1 Epstein 2 Q. So you said to Mr. Dubin that if I add 3 money it will be on the same lockup calendar as my 4 original investment? 5 A. Correct. 09:20:02 6 Q. Meaning I can withdraw any subsequent 7 investment at the same time I can withdraw my 8 original investment? 9 A. Correct. 10 Q. And Mr. Dubin confirmed for you that 09:20:14 11 that was indeed the way the fund was going to be 12 operated? 13 A. That was my understanding. 14 Q. Can you tell us when this conversation 15 was with respect to when you made your first 09:20:26 16 investment? 17 A. It would be prior to the May 2002 first 18 investment tranche. 19 Q. Did you have any conversations with 20 Mr. Zwirn about the lockup at that time? 09:20:39 21 A. I never spoke to Dan Zwirn until years 22 later. 23 Q. Is it fair to say that your only 24 understanding of what the lockup period was came 25 from that conversation with Mr. Dubin? 09:20:55 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299104

Page 21 1 Epstein 2 A. No. 3 Q. What else did you rely on? 4 A. I spoke to people in my office, my 5 in-house counsel. 09:21:08 6 Q. About what? 7 A. Everyone knows I am very disciplined 8 about not investing money basically with lockups 9 and especially for more than two years. 10 Q. And why is that? 09:21:20 11 A. Because with an -- with my history of 12 investing in hedge funds, sometimes they go wrong. 13 I believe liquidity, especially when there's a 14 problem, becomes important. Liquidity in hedge 15 funds, especially with hedge funds, is a primary 09:21:37 16 concern of mine. And anything more than a 17 two-year lockup is too risky. 18 Q. Have you ever made a hedge fund 19 investment where you invested multiple tranches 20 where each tranche was governed by a separate 09:21:55 21 lockout -- lockup period? 22 A. I don't recall. 23 Q. Have you made other investments in 24 hedge funds with multiple tranches where each 25 tranche lockup was governed by the lockup period 09:22:16 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299105

Page 22 1 Epstein 2 for the first investment? 3 A. I don't recall. 4 Q. You said you made how many other 5 investments in hedge funds? 09:22:26 6 A. More than ten. 7 Q. And were those single tranches or 8 multiple tranche investments? 9 A. I don't recall with specificity. 10 Q. And you don't recall, with respect to 09:22:35 11 any of those hedge funds, what the lockup terms 12 were with respect to multiple tranches? 13 A. I make my investments based on 14 recommendations and analysis of usually 15 performance. The details of the lockups are 09:22:49 16 usually left to others. My discipline is I don't 17 make investments. In fact, the reason I have a 18 side letter dated January '05 is that later on 19 when I was asked to have a three-year lockup I 20 said absolutely not, I will not invest money, I 09:23:06 21 only will have two-year money. 22 MR. SUSMAN: Mr. Epstein, I instruct 23 you try to be responsive to this lawyer and 24 answer "yes" or "no," if you can, and not give 25 a talk. We'll be here too long. He knows 09:23:19 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299106

Page 23 1 Epstein 2 what questions to ask. 3 THE WITNESS: Okay. 4 Q. So of the approximately ten hedge fund 5 investments you have made, the only one, as you 09:23:26 6 sit here today, that you remember the terms of the 7 lockup for is this one? 8 A. Yes. 9 Q. Is that because you recently reviewed 10 those terms or is that because you have an 09:23:47 11 independent memory of those terms? 12 A. Can you repeat the entire question? 13 Q. Why is it that you remember this one 14 and not others? 15 A. This is the only one I've had a problem 09:23:58 16 with. 17 Q. In November 2004 did you remember the 18 terms of the lockup? 19 A. I don't recall. 20 Q. Did you recall the terms of this lockup 09:24:21 21 only after you began to have a problem with this 22 hedge fund? 23 A. Did I recall? I'm sorry, you'll have 24 to repeat your question. 25 Q. Your testimony is that you remember 09:24:32 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299107

Page 24 1 Epstein 2 this lockup and not others because this is the 3 only one "I've had a problem with." 4 So my question to you is when did you 5 remember the terms of this lockup, when did you 09:24:43 6 first remember the terms of this lockup. 7 A. I was told initially when I signed up 8 in 2002 that I would have a two-year lockup. I 9 remember having an agreement in 2005 that all my 10 money would be subject only to a two-year lockup. 09:25:00 11 Q. Is it possible that you were told in 12 2002 that the lockup period would be two years 13 from the date of each separate tranche? 14 A. You're asking me is it possible? 15 Q. Yes. 09:25:15 16 A. I do not recall that. 17 Q. Are you certain that Mr. Dubin did not 18 tell you that? 19 A. Correct. 20 MR. ARFFA: Mr. Susman, it may be 09:25:27 21 involuntary, but I notice you tend to shake 22 your head up and down. 23 MR. SCHWARTZ: As I have noticed. 24 MR. ARFFA: I would prefer you didn't 25 do that when he asks a question. 09:25:38 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299108

Page 25 1 Epstein 2 THE WITNESS: I was 3 MR. ARFFA: I'm not talking to you, 4 Mr. Epstein. 5 THE WITNESS: I haven't seen anything, 09:25:44 6 I'm sorry. 7 MR. ARFFA: That's your counsel. You 8 can do whatever you like. 9 THE WITNESS: Not a problem. 10 Q. Let me just go back. 09:25:56 11 Are you certain that Mr. Dubin told you 12 that the lockup period for the initial tranche 13 would apply to each additional tranche that you 14 made, in other words, you'd be able to take them 15 all out at the same time? 09:26:29 16 A. Yes. 17 Q. What do you recall prompted your desire 18 to obtain a side letter in 2005? 19 A. My best recollection is that they were 20 asking investors to have their money locked up for 09:27:24 21 three years. They were taking in new money. They 22 asked investors to take their money -- lock it up 23 for three years. I said absolutely not. 24 Q. And with whom did you have that 25 conversation? 09:27:35 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299109

Page 26 1 Epstein 2 A. My best recollection is Glenn Dubin. 3 Q. Do you have that conversation with 4 Mr. Zwirn? 5 A. No, not to the best of my recollection. 09:27:48 6 Q. Did anybody else to your knowledge in 7 your office communicate about that to Mr. Zwirn or 8 anybody else at his fund? 9 A. You'll have to repeat the question. 10 Q. Did anybody else to your knowledge in 09:28:05 11 your office communicate about that desire not to 12 be locked up for three years to Mr. Zwirn or 13 anybody else at his fund? 14 A. I don't recall. 15 Q. What did Mr. Dubin say to you when you 09:28:52 16 expressed that concern to him? 17 A. He told me that they would -- Stan 18 would send me a letter confirming my 19 understanding. 20 Q. Anybody else participate in that 09:29:10 21 conversation? 22 A. I don't recall. 23 Q. By the way, did anybody else 24 participate in the conversation -- initial 25 conversation you had with Mr. Dubin concerning 09:29:20 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299110

Page 27 1 Epstein 2 lockups in 2002? 3 A. No. 4 Q. Was that conversation in person or on 5 the phone? 09:29:27 6 A. On the phone. 7 Q. Was the conversation in 2004 in person 8 or on the phone? 9 A. My best recollection would be on the 10 phone. 09:29:42 11 Q. What happened after that conversation? 12 A. What question is that? 13 Q. With respect to your desire not to have 14 a three-year lockup, what happened after that 15 conversation with Mr. Dubin? 09:29:56 16 A. Which conversation with Mr. Dubin? 17 Q. 2004. 18 A. Are you talking about the end of 2004? 19 Q. Yes. 20 A. We received a letter stating that, yes, 09:30:05 21 my one capital account would be subject to only a 22 two-year lockup, where everybody else's would be 23 three, or at least mine said a two-year lockup. 24 Q. And between the time you spoke to 25 Mr. Dubin and the time you received that letter, 09:30:21 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299111

Page 28 1 Epstein 2 do you recall having any conversations with 3 anybody about that topic? 4 A. Repeat the question? Sorry. 5 Q. Between the time you spoke to Mr. Dubin 09:30:44 6 in late 2004 and the time you received the letter 7 in early 2005, do you recall having any 8 conversations with anybody about that topic? 9 A. Yes. 10 Q. With whom? 09:30:58 11 A. My general counsel. 12 Q. Was anybody else present when you had 13 that conversation with your in-house counsel? 14 A. I don't believe so. 15 Q. I think you also testified that you had 09:31:10 16 conversations back in 2002 with your in-house 17 counsel about lockups; do you recall? Is that 18 correct? 19 A. I've spoken to -- most people who work 20 for me know I don't agree to investments basically 09:31:26 21 more than two years. 22 Q. Do you recall any conversations with 23 your in-house counsel in 2002 about that topic? 24 A. Not specifically. 25 Q. Do you recall any conversations with 09:31:34 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299112

Page 29 1 Epstein 2 anybody other than Mr. Dubin in 2002 about that 3 topic? 4 A. Yes. 5 Q. With whom? 09:31:43 6 A. Many people I have made investments 7 with. When I discuss investments, I say having 8 more than a two-year lockup makes no sense to many 9 people. 10 Q. If you invest money in May -- if you 09:31:56 11 would have invested money in May of 2002 and then 12 you invest additional monies in September 2002, it 13 would also be a two-year lockup if the monies in 14 September 2002 could be obtained in September 15 2006; is that correct -- 2004; is that correct? 09:32:13 16 A. Again? 17 Q. I want to be clear about what a 18 two-year lockup is. You can have a two-year 19 lockup with respect to each tranche where that 20 tranche is locked up for two years. That's a 09:32:29 21 possibility -- correct? -- in a fund? 22 A. Yes. 23 Q. You could also have a two-year lockup 24 where each tranche is governed by the date of the 25 initial lockup for the initial tranche; is that 09:32:42 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299113

Page 30 1 Epstein 2 correct? 3 A. I'm sure it is. 4 Q. I just want to be sure which one you're 5 saying this fund required. 09:32:50 6 A. I've repeatedly told you what my 7 understanding was. 8 Q. And you said that you have 9 conversations with many people about your desire 10 to have two-year lockups. In those 09:33:04 11 conversations -- 12 A. Less than two-year lockups. I have 13 many talks about the dangers of having anything 14 more than a two-year lockup. That's what I said. 15 Q. In those conversations are you talking 09:33:16 16 about two-year lockups generally or are you being 17 specific that each tranche needs to be governed by 18 the two-year lockup on the initial tranche? 19 A. Generally. 20 Q. So the only conversation in which you 09:33:34 21 discussed that each tranche of this of these 22 investments would be governed by the initial 23 two-year lockup was with Mr. Dubin prior to your 24 first investment; is that correct? 25 A. You'll have to repeat the question. 09:33:59 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299114

Page 31 1 Epstein 2 Q. So the only conversation in which you 3 discussed that each tranche of these investments 4 in the Highbridge/Zwirn fund would be governed by 5 the initial two-year lockup date was the 09:34:10 6 conversation with Mr. Dubin prior to your first 7 investment; is that correct? 8 A. Correct. 9 Q. It's your testimony that the purpose of 10 the side letter was to create -- was to assure you 09:34:46 11 a two-year lockup -- is that correct? -- for 12 additional investments? 13 A. It was to confirm my two-year lockup in 14 the face of Dan wanting to raise more money. I 15 was the largest investor. And this was a 09:35:02 16 confirmation that I had one capital account 17 subject to a two-year lockup. 18 Q. And was there any other purpose to the 19 side letter, to your recollection? 20 A. To encourage me to I think contribute 09:35:17 21 the additional money. 22 Q. By giving you the assurance it would be 23 a two-year lockup; correct? 24 A. He reconfirmed my initial -- I always 25 had a two-year lockup. The letter reconfirmed it, 09:35:33 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299115

Page 32 1 Epstein 2 since everyone else was now going to be subject to 3 a three-year lockup. 4 Q. So the way Mr. Zwirn encouraged you to 5 contribute additional money was by making that 09:35:46 6 confirmation; is that correct? 7 A. You'd have to ask Dan Zwirn that. 8 Q. It's your testimony that the purpose of 9 the letter was to encourage you to contribute 10 additional money. How did it do that? 09:35:56 11 A. It reconfirmed my understanding that 12 right from the beginning I only had a two-year 13 lockup on my additional monies, so other people 14 were going to be subject to a three-year lockup. 15 Nothing would change for me. 09:36:06 16 MR. SCHWARTZ: Can I have this marked 17 as I guess Defendants' 1. 18 (Discussion off the record.) 19 MR. SUSMAN: This can be on the record, 20 actually, because there will be an agreement 09:36:55 21 that will follow us. Let's just mark all 22 these exhibits 1, 2, 3, 4, 5, continue the 23 marking. We will try to avoid duplicates. 24 MR. SCHWARTZ: I'm with you. Fine. 25 MR. SUSMAN: And when we go to the 09:37:02 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299116

Page 33 1 Epstein 2 hearing, we don't have to re-mark anything. 3 So this will be Exhibit 1. 4 MR. SCHWARTZ: I'm with you. 5 MR. SUSMAN: I assume everyone else is. 09:37:08 6 (Discussion off the record.) 7 (Exhibit 1, letter, marked for 8 identification.) 9 Q. Before we discuss that, I just want 10 to -- you've been testifying about your 09:37:40 11 conversation with Mr. Dubin and the only 12 conversation from which you had an understanding 13 about the lockups going back to 2002. 14 Did you review the documents with 15 respect to the investment at the time you got 09:37:53 16 them? 17 A. No. 18 Q. So your entire understanding of the 19 lockups is based on the conversation with 20 Mr. Dubin as opposed to conversations with anybody 09:38:02 21 else or documents? 22 A. I believe I said I had conversations 23 with my counsel. 24 Q. I think you testified both ways about 25 that. When was the conversation with your 09:38:15 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299117

Page 34 1 Epstein 2 counsel? 3 A. Prior to -- as I said before, I 4 believe, prior to 2002 I talked to Glenn Dubin and 5 reconfirmed with my counsel that this investment 09:38:29 6 would be subject to a two-year lockup. 7 Q. In reconfirming with your counsel, is 8 that what you asked him: Can you confirm that 9 this is subject to a two-year lockup? 10 A. No. 09:38:43 11 Q. What did you ask him? 12 MR. SUSMAN: That is covered by a 13 privilege, so let's -- 14 MR. SCHWARTZ: I didn't volunteer the 15 conversation with counsel. 09:38:56 16 MR. SUSMAN: Yeah. 17 MR. SCHWARTZ: I think we've waived the 18 privilege. 19 MR. SUSMAN: Do not answer the question 20 about the subjects. It's never a waiver of 09:39:03 21 privilege to say you've talked to your lawyer. 22 And how much you want to bet on that? 23 MR. SCHWARTZ: Excuse me? It never 24 waives a privilege to say exactly what you 25 said to your lawyer? I think that's -- you 09:39:15 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299118

Page 35 1 Epstein 2 and I have a different understanding of the 3 attorney-client privilege. 4 MR. SUSMAN: Okay. 5 MR. SCHWARTZ: Once you testify as to 09:39:19 6 the conversation, you've waived the privilege. 7 MR. SUSMAN: Go ahead. 8 I've instructed him not to answer the 9 substance. 10 MR. SCHWARTZ: I heard your 09:39:30 11 instruction. 12 MR. SUSMAN: Go ahead. 13 MR. SCHWARTZ: I caught the 14 instruction. 15 Q. Who was your lawyer? 09:39:34 16 A. Darren Indyke. 17 Q. And what's his position? 18 A. In-house counsel. 19 Q. When did he start to work for you? 20 A. Fourteen years ago. 09:39:46 21 Q. And is he still working for you? 22 A. Yes. 23 Q. Do you employ other lawyers in-house? 24 A. No. 25 Q. Take a look at Exhibit 1. Do you 09:40:08 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299119

Page 36 1 Epstein 2 recall receiving that? 3 A. Not specifically. 4 Q. Did you read it when you received it? 5 A. I just said I don't remember 09:40:30 6 specifically receiving it. 7 Q. Do you remember ever reading it? 8 A. Yes. 9 Q. Prior to this litigation, do you 10 remember reading it? 09:40:37 11 A. Yes. 12 Q. When do you remember reading it? 13 A. Sometime prior to this litigation. 14 Q. Can you give me an approximate year? 15 A. I would think '06. 09:41:00 16 Q. Do you remember reading it prior or 17 after demanding withdrawal of funds? 18 A. Again? Can you repeat the question, 19 sorry? 20 Q. When you read it in '06, do you recall 09:41:15 21 that you made a demand to withdraw funds in '06? 22 A. Yes, I remember in fact -- yes, sorry. 23 Q. And did you review the letter before 24 making that demand or after? 25 A. Probably both. 09:41:28 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299120

Page 37 1 Epstein 2 Q. Going back to January 2005, do you 3 recall discussing the letter with anyone at about 4 the time it's dated? 5 A. Yes. 09:41:49 6 Q. With whom? 7 A. I think I've answered that question 8 before, with Glenn Dubin. 9 Q. I don't think I -- I don't think we 10 what was your conversation with Glenn Dubin about 09:41:57 11 the time you received the letter? 12 A. I would only be subject to a two-year 13 lockup, where everyone else would be subject to a 14 three-year lockup, and I would have one capital 15 account. 09:42:09 16 Q. Do you recall confirming with anybody 17 whether the letter actually accomplished that? 18 A. Yes. 19 Q. With whom? 20 A. Glenn Dubin. 09:42:25 21 Q. Was the fact that you have only one 22 capital account something that was different from 23 what happened -- what you had before the letter? 24 A. No, I always had one capital account. 25 Q. And what did you understand the letter 09:43:25 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299121

Page 38 1 Epstein 2 did with respect to your lockup date for that 3 capital account? 4 A. It reconfirmed that my position would 5 be different, as I was one of the largest 09:43:36 6 investors right from the beginning, that I would 7 not be subject to the new three-year lockup that 8 they were asking all the other investors now be 9 subject to a three-year lockup. 10 Q. And did you understand that this would 09:43:48 11 extend the date upon which you could take your 12 money out of lockup? 13 A. Again, I'm sorry? 14 Q. Did you understand that this letter 15 extended the date upon which you could withdraw 09:44:00 16 your funds? 17 A. I understood this letter to be, because 18 they wanted additional money, that the additional 19 money would be subject to the same lockup I always 20 had, which is the one capital account for two 09:44:13 21 years that other people would be subject to three. 22 Q. Did you understand that that lockup 23 would be -- would end two years from the date of 24 your initial investment in two thousand -- on the 25 two-year cycle from the date of initial investment 09:44:29 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299122

Page 39 1 Epstein 2 in 2002 or on some other date? 3 A. I don't recall. 4 Q. Can you take a look at the letter, 5 please. 09:44:41 6 A. Okay. 7 Q. Have you reviewed this letter since the 8 litigation began? 9 A. I've seen it. 10 Q. Have you reviewed it in preparing for 09:44:55 11 your deposition today? 12 A. I've seen it. 13 Q. Have you read it? 14 A. I've read it. 15 Q. When was the last time before today 09:45:07 16 that you read it? 17 A. Sometime in the last two weeks. 18 Q. You see that it states that you shall 19 be permitted to withdraw its, Financial Trust 20 Inc.'s, capital account as of the last business 09:45:32 21 day of the calendar quarter ending at least two 22 years after the company initially purchases this 23 interest and as of the second anniversary of that 24 date. 25 "This interest" is the additional money 09:45:50 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299123

Page 40 1 Epstein 2 you were investing in January of 2005; is that 3 correct? 4 A. No. 5 Q. What is "this interest"? 09:45:56 6 A. This is in addition to my -- this 7 letter was meant for my entire capital account. 8 Q. So "this interest" refers to -- when it 9 refers to at least two years after the company 10 initially purchases this interest, it is referring 09:46:13 11 to the initial purchase of the initial interest in 12 May 2002; is that correct? 13 A. No. 14 Q. What is it referring to? 15 A. My one capital account being subject to 09:46:27 16 a two-year lockup. 17 Q. And when can you take it out, under 18 this letter? 19 A. Within two years. 20 Q. Within two years of when? 09:46:38 21 A. Subject to the original deal, a 22 two-year lockup. 23 Q. So within two years on the same cycle 24 that you could take the money out prior to 25 receiving this letter; is that correct? That was 09:46:50 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299124

Page 41 1 Epstein 2 your intention? 3 A. No. Is that a question? Is that -- 4 MR. ARFFA: That was the question. 5 Q. That was the question. 09:47:01 6 A. No. 7 Q. What is the date you can withdraw your 8 money under this letter? I understand it's a 9 single capital account in your mind. What date 10 can you withdraw it? 09:47:39 11 A. Prior to January of 2007. 12 Q. Meaning you can give notice prior to 13 January 2007 to withdraw it on March 31, 2007? 14 A. Yes. 15 Q. Did this letter change the schedule 09:48:13 16 upon which you could withdraw your funds? 17 MR. ARFFA: Mr. Susman, please. 18 THE WITNESS: Sorry? 19 MR. ARFFA: Nothing. Just speaking 20 with your counsel. 09:48:25 21 THE WITNESS: Okay. 22 Again? 23 Q. Did this letter change the schedule 24 upon which you could withdraw your funds? 25 A. No. It reconfirmed that I would be 09:48:40 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299125

Page 42 1 Epstein 2 treated differently than everybody else. This 3 letter was simply to state your agreement with Dan 4 Zwirn and the fund and Glenn Dubin is you were 5 treated differently, as you were the largest and 09:48:53 6 first investor and you would be subject only to 7 the original two-year lockup. So therefore, as we 8 were going out to raise additional money for three 9 years, you would only be subject to the original 10 two-year lockup. 09:49:05 11 Q. Let's be clear. The original 12 investment was May 1, 2002. Under the original 13 two-year lockup, you could withdraw money at the 14 end of June 2004; correct? 15 A. Correct. 09:49:33 16 Q. And you could withdraw money at the end 17 of June 2006; correct? 18 A. Correct. 19 Q. And you could withdraw money at the end 20 of June 2008; correct? 09:49:45 21 A. That sounds right. 22 Q. After receiving this letter, when could 23 you withdraw that money? What was the soonest 24 date you could withdraw that money? 25 A. 2007. That's what it says, my 09:50:04 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299126

Page 43 1 Epstein 2 understanding. Two years after this January '05 3 letter, two years from January '05 is January '07. 4 Sorry. 5 Q. So as of January -- as of December 31, 09:50:24 6 2004, you could withdraw your capital account on 7 June 30, 2006. But as of January 11, 2005, you 8 could not withdraw that capital account until the 9 end of March 2007; is that correct? 10 A. It appears so. 09:50:46 11 Q. So you were committing to keep all of 12 your money in the fund for an additional number of 13 months between June 30, 2006, and March 31, 2007; 14 is that correct? 15 A. This was simply to reconfirm that I had 09:50:59 16 a two-year lockup on new money and I would be 17 treated differently than other investors. 18 Q. So you were committing to keep all of 19 your money in the fund for an additional number of 20 months between June 30, 2006, and March 31, 2007; 09:51:16 21 is that correct? 22 A. No. This was -- this was -- sorry. 23 Q. Could you still withdraw your money on 24 June 30, 2006, from your initial investments? 25 A. I haven't considered it. This was to 09:51:53 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299127

Page 44 1 Epstein 2 simply make my position sorry. 3 Q. This was simply to make your position 4 what? 5 A. To confirm my position that I have 09:52:01 6 subject to the only two-year lockup, though the 7 other investors would be subject to a three-year 8 lockup. 9 Q. And you didn't consider whether you 10 were in fact committing to keep your money in the 09:52:13 11 fund for nine additional months? 12 A. No, I did not. 13 Q. That would have been important to you; 14 isn't that correct? 15 A. At that time I signed up for a new 09:52:24 16 tranche stock, I believe I'd be subject to a 17 two-year lockup. 18 Q. Mr. Epstein, I understand that, and you 19 don't have to keep saying that, because my 20 questions don't concern the time -- the amount of 09:52:38 21 time of the lockup; they concern the date on which 22 the lockup ends. I know that you wanted the 23 two-year lockup. It says that in the document 24 that you want a two-year lockup. 25 A. Okay. 09:52:51 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299128

Page 45 1 Epstein 2 Q. You wanted the two-year lockup on a 3 single capital account; correct? 4 A. That's correct. 5 Q. And under the letter it appears that 09:52:56 6 you have locked up your money for an additional 7 nine months; isn't that correct? 8 A. It appears that way. 9 Q. Or is it possible that this letter 10 permits you to take out your new investment on 09:53:16 11 June 30, 2006, and that remains the lockup date? 12 A. My understanding was for additional 13 money I would have one capital account subject to 14 a two-year lockup, that I could take out my money 15 during that period of time. 09:53:31 16 Q. Well, let's go back. You made your 17 first investment on May 1, 2002. You invested $10 18 million. Does that sound right? 19 A. That sounds correct. 20 Q. And then you made a second investment 09:53:43 21 on September 1, 2002, and that was for $10 22 million; is that correct? 23 A. Yes, $10 million, correct. 24 Q. And that was, in your understanding 25 from your conversation with Mr. Dubin, subject to 09:53:54 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299129

Page 46 1 Epstein 2 a single capital account; correct? 3 A. Correct. 4 Q. And subject to a single lockup date 5 from the first investment; is that correct? 09:54:03 6 A. Correct. 7 Q. Then you made an investment on December 8 1, 2002 is that right? of an additional $30 9 million? 10 A. Correct. 09:54:15 11 Q. And in your mind that was subject to a 12 single capital account; correct? 13 A. Correct. 14 Q. And a single lockup date dating from 15 the first investment; correct? 09:54:26 16 A. Correct. 17 Q. And then you made a fourth investment 18 on June 1, 2003, of $10 million. Does that sound 19 accurate? 20 A. It does. 09:54:38 21 Q. And that was your understanding was for 22 a single capital account; correct? 23 A. Correct. 24 Q. Subject to a single lockup date dating 25 from the initial investment; is that correct? 09:54:49 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299130

Page 47 1 Epstein 2 A. That's correct. 3 Q. And what you wanted to accomplish with 4 the letter of January 2005 was to assure that you 5 continued to have a single account and a single 09:54:56 6 lockup period of two years; is that correct? 7 A. Starting from 2005. 8 Q. So then you were in fact committing to 9 keep your money in the fund for an additional nine 10 months; is that correct? 09:55:12 11 A. It seems so. 12 Q. And that's something that you didn't 13 think about at the time; is that correct? 14 A. Absolutely, correct. 15 Q. Because it doesn't make a lot of sense; 09:55:23 16 right? 17 A. It makes plenty of sense. 18 Q. Tell me why. 19 A. Because they want additional money. 20 They were going out to raise additional three-year 09:55:33 21 money. In fact, it's almost a reup, so subject my 22 monies to a two-year lockup basically starting 23 from scratch. 24 Q. But it's your testimony that with all 25 the additional money you had put into the fund 09:55:47 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299131

Page 48 1 Epstein 2 before that, none of it had a new lockup starting 3 from scratch; correct? 4 A. Correct. 5 Q. It's only this investment that has a 09:55:54 6 new lockup starting from scratch? 7 A. Correct. 8 MR. SCHWARTZ: I think it's -- 9 A. All the other investors were going -- 10 were going to get a three-year lockup, and I was 09:56:07 11 going to have to two-year lockup, though I've said 12 that before. 13 Q. But now you were going to have -- you 14 were going to be extending your entire 15 investment -- correct? -- subject to the new 09:56:16 16 lockup? 17 A. That's correct. 18 MR. SCHWARTZ: This would be -- well. 19 Q. You understood, did you not, that with 20 respect to the other investments the three-year 09:56:40 21 period applied only to new money; correct. 22 A. No. 23 Q. What did you understand? 24 A. At the risk of having you once again 25 tell me I've told you before, I had one capital 09:57:01 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299132

Page 49 1 Epstein 2 account subject to a two-year lockup in 2005, 3 where everyone else was going to be subject to a 4 three-year lockup. 5 Q. For only new money, the three-year 09:57:11 6 lockup? 7 A. No. 8 Q. You understood that -- 9 A. Sorry, sorry, for other investors. 10 Q. Yes. 09:57:18 11 A. I don't know. 12 MR. SCHWARTZ: Let me mark this as 13 Exhibit 2. 14 (Exhibit 2, memorandum dated 9/17/04 15 from Zwirn to limited partners of D.S. Zwirn 16 special opportunities fund, marked for 17 identification.) 18 Q. Have you seen this document before? 19 A. No. 20 Q. This appears to be a memorandum to the 09:57:55 21 limited partners of D.B. Zwirn Special 22 Opportunities Fund; correct? 23 A. It appears to be. 24 Q. And you were one of those limited 25 partners; correct? 09:58:05 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299133

Page 50 1 Epstein 2 A. Correct. 3 Q. And it's from Dan Zwirn dated September 4 17, 2004; is that correct? 5 A. Correct. 09:58:10 6 Q. Can you read the paragraph under 7 three-year lockup to yourself, please. 8 A. Just the first page? 9 Q. Yeah, just the first paragraph under 10 three-year lockup. 09:58:32 11 A. I'm done. Yes. 12 Q. So according to Mr. Zwirn, in his 13 memorandum to the limited partners in November 14 on November 17th, 2004, the only money that would 15 be subject to the three-year lockup would be new 09:58:46 16 money; correct? 17 A. No. 18 Q. What other money is subject to the 19 three-year lockup? 20 A. It says any interest purchased will be 09:59:15 21 subject to its current lockup. 22 Q. Which was two years at that time; 23 right? 24 A. I don't know. 25 Q. You had a two-year lockup in November 09:59:23 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299134

Page 51 1 Epstein 2 2004; correct? 3 A. I was treated differently than everyone 4 else. I don't know what everyone else had. Yes. 5 Q. Were you treated initially from the 09:59:38 6 initial investment? 7 A. From? 8 Q. From the time of the initial 9 investment, were you treated differently or just 10 starting in January 2005? 09:59:46 11 A. I believe -- I don't know. 12 Q. Well -- 13 A. I don't know what anybody else had. I 14 don't know if anybody else had a side letter. 15 Q. Will you assume that you were subject 09:59:55 16 to the same limited partnership agreement as 17 everyone else was through the end of January 18 2004 -- through the end of December 2004 and that 19 everyone was subject to a two-year lockup until 20 that period? Will you assume that for a second, 10:00:13 21 please? 22 A. You want me to assume it? 23 Q. Excuse me? 24 A. You're asking me to assume? 25 Q. Yes, I'm asking you to assume that. 10:00:19 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299135

Page 52 1 Epstein 2 A. Okay. 3 Q. If that is in fact true, then the only 4 money that's going to be subject to a three-year 5 lockup for the other investors is money they 10:00:26 6 invest after January 2005 -- is that correct? 7 after January 1, 2005? 8 A. Whatever other investors had is not 9 very -- was not very material to me. 10 Q. But it's material to my question, sir, 10:00:38 11 and I'm asking you to answer your question. 12 A. I shall try again. 13 Q. If it is in fact true that everyone was 14 subject to the same two-year lockup that you were 15 subject to prior to January 2005, then the only 10:00:50 16 money of other investors that is going to be 17 subject to a three-year lockup, according to this 18 memorandum, is money they invest after January 1, 19 2005; correct? 20 A. That's what this authored memorandum 10:01:07 21 says. 22 Q. And all the money they invested before 23 January 1, 2005, will be subject to the old 24 lockup; correct? 25 A. You've asked me to assume that. 10:01:15 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299136

Page 53 1 Epstein 2 Q. Yes. Assuming that the lockup is two 3 years. 4 A. If you ask me to assume it, I'd assume 5 it. 10:01:22 6 Q. Well, it says it will remain 7 indefinitely subject to its current lockup. If 8 it's two years, that's what it will be; correct? 9 A. Will indefinitely remain subject to its 10 current lockup. 10:01:32 11 Q. And if its current lockup is two years, 12 then any money before that time remains subject to 13 the two-year lockup it was under on December 31, 14 2004; correct? 15 A. That's what this says. 10:01:44 16 Q. So if everyone else was subject to the 17 same two-year lockup that you were, the only 18 person being asked to extend the lockup on money 19 invested prior to January 2005, to your knowledge, 20 is you; correct? 10:01:59 21 A. No. 22 Q. Who else is being asked to change their 23 old lockup? 24 A. Any new interest anybody who 25 purchases a new interest. 10:02:21 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299137

Page 54 1 Epstein 2 Q. The question was if everyone else was 3 subject to the same two-year lockup that you were, 4 the only person being asked to extend the lockup 5 on money he invested prior to January 2005, 10:02:33 6 according to this memorandum, is you; correct? 7 A. No. 8 Q. Who else is being asked to extend the 9 lockup period for money invested before 2005, 10 according to this memorandum? 10:02:52 11 A. Repeat the question. 12 Q. Who else, according to this memorandum, 13 is being asked to extend the lockup period for 14 money invested prior to 2005? 15 A. No one. 10:03:14 16 Q. But you were being asked to do that 17 correct? -- in the letter of January 11? 18 A. When you say "extend the lockup," I'm 19 sorry, so we're clear, to me it means extend 20 lockup from two to three years. 10:03:30 21 Q. I mean to extend the date on which you 22 can take it out. That's what I mean. 23 A. You'll have to rephrase your question, 24 sorry. 25 Q. Okay. You were being asked to extend 10:03:40 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299138

Page 55 1 Epstein 2 the date on which you could take out the money 3 that you had invested prior to January 1, 2005; 4 correct? 5 A. I was being asked to give Dan Zwirn 10:03:50 6 additional capital. I only decided to give Dan 7 Zwirn capital if my one capital account would only 8 be subject to a two-year lockup. 9 Q. And under this letter, as you have 10 testified already, you were being asked to extend 10:04:02 11 the date on which you could take out that money 12 from June 30, 2006, to March 31, 2007, the money 13 you had put in before January 1, 2005; correct? 14 A. No. 15 Q. Could you still withdraw your money on 10:04:23 16 June 30, 2006, that you had placed into the 17 investment prior to January 1, 2005? 18 A. I don't recall. Sorry. 19 Q. Would you read the agreement sitting 20 here today? 10:04:41 21 A. Again? Full question, please? 22 Can we have a break? 23 MR. SUSMAN: Just let him get the 24 question. 25 THE WITNESS: Sorry. 10:04:57 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299139

Page 56 1 Epstein 2 Q. Under this letter it was your testimony 3 that the date you could now take out your capital 4 account was May 31 -- March 31, 2007; is that 5 correct? 10:05:49 6 A. Yes. 7 Q. So you could no longer take out your 8 money that you had invested prior to January 1, 9 2005, on June 30, 2006; correct? 10 A. It seems so. 10:06:02 11 Q. And under this memorandum which 12 Mr. Zwirn sent out, anybody who accepted the terms 13 of the new agreement was going to remain subject 14 to the current lockup that they had for money they 15 invested prior to January 20, 2005; correct? 10:06:24 16 A. This is an offering memorandum. I 17 don't know what the documents say. 18 Q. Assume the documents say the same 19 thing. 20 A. What's your question? 10:06:34 21 Q. Under the memorandum -- sorry. Under 22 the memorandum, anybody who accepted the terms of 23 the new agreement, assuming they remained the 24 same, was going to remain subject to the same 25 lockup period that they had for the money that 10:06:54 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299140

Page 57 1 Epstein 2 they had invested prior to January 1, 2005; 3 correct? 4 A. It seemed so for other investors, yes. 5 Q. But for you the period on which you 10:07:03 6 could withdraw your funds was extended by nine 7 months; correct? 8 A. I was subjected to a one capital 9 account withdrawal starting for two years from 10 January of '05. 10:07:13 11 Q. So effectively your lockup date for old 12 money had been extended by nine months; is that 13 correct? 14 A. It appears so. 15 MR. SCHWARTZ: Okay. Let's take a 10:07:22 16 break. 17 THE WITNESS: Thank you. 18 THE VIDEOGRAPHER: Stand by. We are 19 going off the record. The time is 10:06 a.m. 20 This is the end of Tape Number 1. 10:07:28 21 (Recess taken from 10:06 to 10:14.) 22 THE VIDEOGRAPHER: We are back on the 23 record. The time is 10:14 a.m. This is 24 beginning of Tape Number 2. 25 Q. Mr. Epstein, starting with college can 10:15:40 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299141

Page 58 1 Epstein 2 you tell us your educational background? 3 A. I went to Cooper Union for two years. 4 Q. Any education after that? 5 A. No, sir. 10:15:49 6 Q. When did you leave Cooper Union? 7 A. '71. 8 Q. You're an artist? 9 A. Physics. Sorry. 10 Q. And what did you do after you left 10:16:07 11 Cooper Union? 12 A. I became -- I was a teacher at the 13 Dalton Schools in mathematics and physics. 14 Q. From when to when? 15 A. From '74 to '76. 10:16:19 16 Q. And after leaving Dalton, what did you 17 do? 18 A. I joined Bear Stearns in 1976 until 19 1981. 20 Q. And what jobs did you hold at Bear 10:16:29 21 Stearns? 22 A. I held many jobs at Bear Stearns, 23 starting with -- I worked on the floor of the 24 American Stock Exchange. I worked on the option 25 trading desk. I worked as head of what was called 10:16:40 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299142

Page 59 1 Epstein 2 sophisticated financial instruments. I worked as 3 retail option trainer. Sorry. 4 Q. A retail option trainer or trader? 5 A. Both, trainer and trader. 10:16:57 6 Q. The positions you just gave me, did you 7 give them to me in the chronological order in 8 which you did them? 9 A. No, sir. 10 Q. Can we just redo it and tell us from 10:17:08 11 the beginning at Bear Stearns to end what 12 positions you held? 13 A. To the best of my recollection, I 14 started on the American Stock Exchange floor in 15 the option trading area. I moved up to the option 10:17:20 16 trading desk. I then moved up to the block 17 trading desk. I then moved up to -- I became a 18 retail broker. I then moved to head of the 19 options training department. And I became head of 20 what was called sophisticated financial 10:17:43 21 instruments. 22 Q. And what are sophisticated financial 23 instruments, or what were they at Bear Stearns? 24 A. It's what commonly referred to today as 25 derivatives. 10:17:56 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299143

Page 60 1 Epstein 2 Q. And what were your responsibilities as 3 head of sophisticated financial instruments? 4 A. To help -- both train brokers in the 5 products that the firm was selling as well as 10:18:05 6 craft new types of financial instruments. 7 Q. And when did you leave Bear Stearns? 8 A. 1981. 9 Q. And what prompted you to leave? 10 A. I thought it would be more lucrative 10:18:20 11 for me to be out on my own. 12 Q. To be out on your own doing what? 13 A. Advising wealthy individuals about how 14 to invest their money. 15 Q. At the time you left in 1981, did you 10:18:32 16 have wealthy individuals who were interested in 17 obtaining your advice? 18 A. Yes. 19 Q. And did you create -- did you set up a 20 business? 10:18:42 21 A. Yes. 22 Q. And what was the name of that business? 23 A. To the best of my recollection, the 24 first business was called Intercontinental Assets. 25 Q. And were you the sole proprietor or 10:18:54 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299144

Page 61 1 Epstein 2 were there other individuals with an interest in 3 the business? 4 A. Sole proprietor. 5 Q. And how long did you work in that 10:19:01 6 business? 7 A. Up until today. 8 Q. Has the business changed its name? 9 A. Yes. 10 Q. What is it now called? 10:19:11 11 A. Financial Trust Company. 12 Q. And is Financial Trust Company 13 essentially the same business that you created 14 when you left Bear Stearns? 15 A. Essentially. 10:19:26 16 Q. It's just a different corporate 17 structure? 18 A. It's essentially the same business. 19 Q. And are you still the sole proprietor? 20 A. Yes. 10:19:39 21 Q. How many people work for you? 22 A. In-house? I'm sorry. 23 Q. How many people are employed by 24 Financial Trust Company? 25 A. Less than 30. 10:19:53 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299145

Page 62 1 Epstein 2 Q. And where is it located? 3 A. In the Virgin Islands. 4 Q. And where does it do business? 5 A. In the Virgin Islands. 10:19:58 6 Q. It's only business is in the Virgin 7 Islands? 8 A. Yes, sir. 9 Q. So all the employees of the company are 10 located in the Virgin Islands? 10:20:04 11 A. Yes, sir. 12 Q. Is that for tax reasons? 13 A. That's where they live. 14 Q. Is the reason you have the business in 15 the Virgin Islands for tax reasons? 10:20:19 16 A. I'm a resident of the Virgin Islands. 17 That's where my business is. 18 Q. When did it move to well, did it 19 start in New York? 20 A. Financial Trust Company started in the 10:20:30 21 Virgin Islands. 22 Q. And its predecessor businesses, where 23 were they? 24 A. In New York. 25 Q. And in what year did you move to the 10:20:39 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299146

Page 63 1 Epstein 2 Virgin Islands? 3 A. In the late nineties. 4 Q. And is that the point at which 5 Financial Trust Company became the entity that ran 10:20:47 6 the business? 7 A. Yes. 8 Q. And what is the business of Financial 9 Trust Company? 10 A. Advising on financial transactions, 10:21:00 11 advising wealthy individuals. 12 Q. Do you have discretion to invest the 13 money of wealthy individuals as part of the work 14 you do at Financial Trust Company? 15 A. In some instances, yes. 10:21:16 16 Q. Was the investment that you made that 17 we have been talking about in the Highbridge/Zwirn 18 funds an investment of your own money, an 19 investment of clients' money or both? 20 A. Only my own money. 10:21:54 21 Q. And do you invest clients' money in 22 hedge funds? 23 A. Yes. 24 Q. And do you invest your own money in 25 other hedge funds? 10:22:05 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299147

Page 64 1 Epstein 2 A. Yes. 3 Q. And when you said that you had made 4 approximately ten hedge fund investments, were 5 they investments -- did you mean to include both 10:22:14 6 your money and clients' money in that number ten? 7 A. Yes. 8 Q. Did there come a time when you had a 9 criminal conviction? 10 A. Yes. 10:22:44 11 Q. When was that? 12 A. In July of 2006. 13 Q. And where was that? 14 A. In Palm Beach, Florida. 15 Q. And it was conviction obtained by 10:22:57 16 guilty plea or by trial? 17 A. By plea. 18 Q. And to how many counts did you plead 19 guilty? 20 A. Two. 10:23:10 21 Q. And to what counts did you plead? 22 A. Solicitation of prostitution and 23 procuring a minor for prostitution. 24 Q. What sentence did you receive on each 25 of those counts? 10:23:27 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299148

Page 65 1 Epstein 2 A. A total of 30 months to be spent 18 3 months in incarceration and one year in community 4 control. 5 Q. And were you incarcerated? 10:23:47 6 A. Yes. 7 Q. Where? 8 A. In Palm Beach. 9 Q. In what facility? 10 A. The Palm Beach stockade. 10:23:53 11 Q. From what period of time to what period 12 of time? 13 A. From July '06 until July '07. No, sir, 14 excuse me, from July '08 until July '09. 15 Q. And when did you start serving your 10:24:12 16 sentence of community control? 17 A. Directly following that period. 18 Q. And what does that mean? 19 A. It was an enhanced form of probation. 20 Q. Can you explain what that means? 10:24:25 21 A. You must report to a probation officer 22 and give a schedule about where you're going to 23 be. 24 Q. Was your travel restricted? 25 A. Yes. 10:24:44 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299149

Page 66 1 Epstein 2 Q. To what restrictions? 3 A. Travel had to be approved by the 4 probation officer. 5 Q. During the period that -- have you -- 10:24:57 6 you've completed the period of enhanced probation? 7 A. Yes. 8 Q. Did you travel outside the country 9 during that period? 10 A. No. 10:25:07 11 Q. When did you meet Glenn Dubin? 12 A. Best recollection is roughly 18 years 13 ago. 14 Q. How did you meet Glenn Dubin? 15 A. He was the fiancé of a former 10:25:31 16 girlfriend. 17 Q. And who was the former girlfriend? 18 A. Eva Anderson. 19 Q. And he was introduced to you by Eva 20 Anderson? 10:25:44 21 A. Correct. 22 Q. And did you develop a relationship with 23 Mr. Dubin starting 18 years ago? 24 A. I met him 18 years ago. 25 Q. Did you become friends? 10:25:55 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299150

Page 67 1 Epstein 2 A. Yes. 3 Q. When did you become friends? 4 A. That's a characterization. 5 Q. Well, as you characterize friends. 10:26:03 6 A. Probably the year 2000. 7 Q. Did you become -- ever have become 8 business associates with him in any way? 9 A. You'll have to better define the term 10 "friend," I'm sorry. 10:26:24 11 Q. You've had business transactions with 12 Mr. Dubin; correct? 13 A. Yes. 14 Q. Has he given you business advice? 15 A. Yes. 10:26:33 16 Q. Have you given him business advice? 17 A. I want to be clear, investment -- when 18 you say "business advice." So I've invested money 19 with Highbridge from around the year 2000. 20 Q. That's around the same time you would 10:26:47 21 have considered Mr. Dubin to have become your 22 friend? 23 A. "Friend" is a difficult word, so I 24 started to invest with Glenn Dubin in 2000. 25 Q. Well, why don't you describe the 10:26:57 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299151

Page 68 1 Epstein 2 relationship starting in 2000 that you had with 3 Mr. Dubin. 4 A. I thought -- I knew that Glenn's track 5 records with Highbridge was substantial, and he 10:27:06 6 had a tremendous reputation. So I had wanted to 7 invest with -- I decided to give Glenn Dubin some 8 money to invest. 9 Q. And how would you describe your 10 relationship with him starting in 2000? 10:27:17 11 A. Professional. 12 Q. Not personal? 13 A. Less personal more professional. 14 Q. Did there come a time when it became 15 more personal? 10:27:29 16 A. Yes. 17 Q. When did that happen? 18 A. A number of years later. 19 Q. Approximately how many? 20 A. Two. 10:27:38 21 Q. So from approximately 2002 on how would 22 you describe your relationship with Mr. Dubin? 23 A. Professional, good friend. He's the 24 husband of my former girlfriend. 25 Q. He was the husband of your former 10:28:02 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299152

Page 69 1 Epstein 2 girlfriend before 2002 also; correct? 3 A. Yes. 4 Q. What changed about your relationship in 5 approximately 2002? 10:28:10 6 A. I had become I started to invest 7 I decided to invest money with Glenn, with 8 Highbridge. 9 Q. You said that you did that around 2000 10 and that you became -- the relationship became 10:28:22 11 more personal around 2002; is that correct? 12 A. Yes. 13 Q. Are you the godfather of one of his 14 children? 15 A. Yes. 10:28:32 16 Q. When was that child born? 17 A. Seventeen years ago. 18 Q. So in 1994 you became the godfather of 19 one of his children? 20 A. You use the term "godfather," so I 10:28:48 21 don't know -- there's no official godfather in the 22 Jewish religion. I'm sorry, I'm not -- I'm sorry? 23 Q. Were you the sondock [phonetic]? 24 A. I don't know what that means. 25 Q. The godfather. 10:28:58 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299153

Page 70 1 Epstein 2 A. I'm sorry. 3 Q. What is your relationship to the child? 4 A. I'm friends with the mother and father. 5 Q. Well, I asked the question whether you 10:29:09 6 became the godfather. You answered the question 7 yes. And then you said you're not really the 8 godfather. What are you? 9 A. I'm a friend of the family, and I have 10 a relationship with the children of great cordial 10:29:21 11 respect. 12 Q. And in conversations with you and the 13 Dubins, has the word "godfather" been used to 14 describe your relationship with the child? 15 A. Yes. 10:29:38 16 Q. And in 1994 were you asked, even though 17 it's not official in the Jewish religion, to be 18 the godfather of the child? 19 A. No. 20 Q. When did that word start being used? 10:29:44 21 A. I don't recall. 22 23 24 25 10:29:55 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299154

Page 71 1 Epstein 2 3 4 5 10:30:07 6 7 8 9 10 10:30:21 11 12 When you say your relationship with 13 them is close, what does that mean? 14 A. It was close. 15 Q. How often did you see them? 10:30:31 16 A. "Them" being, sorry? 17 Q. 18 19 A. Once a month. 20 Q. And has it been once a month basically 10:30:41 21 throughout their lives? 22 A. No set schedule. 23 Q. On average? 24 A. Once -- on average once every two 25 months. 10:30:53 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299155

Page 72 1 Epstein 2 Q. Would you describe yourself as close to 3 Mr. Dubin's wife? 4 A. I want to be -- she is a friend. 5 Q. I'm not suggesting anything other than 10:31:07 6 that, sir. 7 A. She's a very good friend. 8 Q. As is Mr. Dubin; correct? 9 A. He is a friend. 10 Q. So you make the distinction when 10:31:19 11 describing Mrs. Dubin as a very good friend? 12 A. She's my ex-girlfriend. That's 13 probably a little different relationship. 14 Q. I have ex-girlfriends I would not 15 describe as very good friends. 10:31:31 16 A. I'm sorry to hear that, but I'm not 17 surprised. 18 Q. When were they married, the Dubins? 19 A. Around 18 years ago. 20 Q. Did you attend the wedding? 10:32:01 21 A. Yes. 22 Q. And the first time you did business 23 with Mr. Dubin was approximately 2000? 24 A. My best recollection, yes. 25 Q. And what happened? What was the 10:32:17 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299156

Page 73 1 Epstein 2 business? How did it come about? 3 A. My best recollection is I called him 4 and said I had some money to invest, I thought I 5 should become a invest in Highbridge, what did 10:32:30 6 he think, and how would he allocate some of the 7 money. 8 Q. And you made the investment? 9 A. Yes, sir. 10 Q. Was it a personal investment or 10:32:41 11 investment for clients? 12 A. Personal. 13 Q. And how much did you invest? 14 A. I don't recall. 15 Q. Can you give me a range? 10:32:46 16 A. Probably between 50 and 100 million. 17 Q. Did you invest additional money with 18 him over the years in Highbridge? 19 A. Yes, sir. 20 Q. How many times did you make additional 10:32:58 21 investments? 22 A. I would say more than 10, less than 30. 23 Q. Between what period -- in what period 24 starting 2000? 25 A. Between 2000 and two thousand and 10:33:13 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299157

Page 74 1 Epstein 2 today. 3 Q. And how much have you invested in total 4 in Highbridge? 5 A. More than 300 million. 10:33:21 6 Q. And how much do you have in Highbridge 7 now? 8 MR. SUSMAN: What? I didn't hear that. 9 Q. How much do you have in Highbridge now? 10 A. Less than a hundred million. 10:33:33 11 Q. And it's all your funds? 12 A. Yes, sir. 13 Q. Did Mr. Dubin provide advice to you 14 with respect to other investments? 15 A. Can you define "other investments"? 10:33:54 16 Q. Do you have an understanding of the 17 word "investment"? 18 A. Other than what? 19 Q. Other than the investment in 20 Highbridge. 10:34:09 21 A. No. 22 Q. Well, did there come a time when he 23 talked to you about Dan Zwirn? 24 A. Dan Zwirn was a -- worked yes. 25 Q. When was that? 10:34:23 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299158

Page 75 1 Epstein 2 A. My best recollection is 2002. 3 Q. And what do you recall the 4 conversations with Mr. Dubin in approximately 2002 5 about Dan Zwirn? What do you recall about them? 10:34:31 6 A. Highbridge was a fund of funds, to be 7 clear. So one of the conversations was Glenn 8 thought I should give some money to a young, 9 bright person that worked in one of the Highbridge 10 divisions, which I believe was referred to as 10:34:59 11 Highbridge/Zwirn. 12 Q. And you did? 13 A. Yes, sir. 14 Q. And was that based upon Mr. Dubin's 15 recommendation? 10:35:49 16 A. Solely. 17 Q. Did you meet Dan Zwirn before you 18 invested with him? 19 A. No. 20 Q. When was the first time you met Dan 10:36:00 21 Zwirn? 22 A. To the best of my recollection, two or 23 three years later. 24 Q. In what connection? 25 A. Glenn Dubin said I should meet Dan 10:36:11 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299159

Page 76 1 Epstein 2 Zwirn; he's been managing the money since 2002. I 3 said I have no interest in meeting Dan Zwirn; he's 4 an employee of Highbridge. Dubin asked me to meet 5 Dan Zwirn. I said fine. 10:36:28 6 Q. And where did you meet him? 7 A. He came to my office. 8 Q. With anybody else? 9 A. Not to the best of my recollection. 10 Q. Was anybody else present at the 10:36:42 11 meeting? 12 A. Not to the best of my recollection. 13 Q. How long was the meeting? 14 A. Less than five minutes. 15 Q. What do you recall taking place? 10:36:47 16 A. I said hello, now I know what you look 17 like, you can go back home. 18 Q. Do you recall those being the words you 19 spoke? 20 A. Yes. 10:36:56 21 Q. Did you meet Mr. Zwirn again? 22 A. No. 23 Q. So you've met Dan Zwirn once? 24 A. Yes. 25 Q. Prior to having met him in the meeting 10:37:06 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299160

Page 77 1 Epstein 2 that you just described, had you ever spoken to 3 him? 4 A. Not to the best of my recollection. 5 Q. Has there been a cooling off in your 10:37:14 6 friendship with Glenn Dubin over the years? 7 A. No. 8 Q. Are you as close to him today as you 9 were, let's say, in 2002? 10 A. I don't know how to characterize that. 10:37:35 11 Q. Is the relationship of the same nature 12 as it was in 2002? 13 A. He is my friend, yes. 14 Q. How often do you see him? 15 A. Once every two months. 10:37:52 16 Q. Was there ever a period where you saw 17 him more often than that? 18 A. On average, no. 19 Q. Have you been on vacations with him? 20 A. I don't think so, no. 10:38:05 21 Q. Has he visited you in the Virgin 22 Islands? 23 A. Yes. 24 Q. When? 25 A. I would say five years ago. 10:38:15 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299161

Page 78 1 Epstein 2 Q. Just once? 3 A. Yes, once or twice. I can't recall. 4 Q. Do you recall approximately how long he 5 stayed? 10:38:28 6 A. Either -- I'm not sure he stayed. I 7 think they maybe just came to visit. It could 8 have been overnight. I can't recall. 9 Q. How often do you speak to him? 10 A. Again? 10:38:37 11 Q. How often do you speak to him? 12 A. Currently? Or -- 13 Q. Currently? 14 A. Not very often. 15 Q. Did you speak to him more frequently in 10:38:54 16 the early 2000s than you do now? 17 A. No. 18 Q. Has the frequency during your 19 relationship with him of speaking to him changed 20 at all? 10:39:05 21 A. Yes. 22 Q. How did it change and when did it 23 change? 24 A. Some years it was more, if there was a 25 party for the family. Some years it was less. 10:39:17 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299162

Page 79 1 Epstein 2 Q. Do you speak to his children more often 3 than you speak to him? 4 A. Yes. 5 Q. Do you speak to his wife more often 10:39:27 6 than you speak to him? 7 A. Yes. 8 Q. How often do you speak to her? 9 A. Once a week. 10 Q. By phone? 10:39:43 11 A. Yes. 12 Q. How often do you see her? 13 A. Once every two months. 14 Q. Do you have social engagements with her 15 apart from engagements with Mr. Dubin? 10:39:51 16 A. I don't understand the question. 17 Q. Well, would you go to lunch with her 18 without Mr. Dubin? 19 A. No. 20 Q. How often do you speak to the children 10:40:00 21 as opposed to see them? 22 A. Once every two weeks. 23 Q. Do you pick up the phone and call them? 24 A. No. 25 Q. Do they pick up the phone and call you? 10:40:15 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299163

Page 80 1 Epstein 2 A. No. I'd be talking to the mother, and 3 she would transfer to the child. 4 Q. Is it fair to say that you've reduced 5 your investment in Highbridge over time? 10:40:58 6 A. Yes. 7 Q. When? 8 A. Over time. 9 Q. Why? 10 A. I make different allocations to 10:41:08 11 different investments all the time. 12 Q. Has your reduction in your investment 13 in Highbridge have anything to do with your 14 relationship with Mr. Dubin? 15 A. No. 10:41:34 16 Q. So purely for business reasons? 17 A. Yes. 18 Q. Other than investing in Mr. Dubin's 19 fund, what, if any, other business relationship 20 have you had with him? 10:42:01 21 A. I helped organize the sale of 22 Highbridge to JPMorgan. 23 Q. When? 24 A. In I believe it was 2004, late 2004. 25 Q. How did that come about? 10:42:19 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299164

Page 81 1 Epstein 2 A. I was I knew JPMorgan very well; I 3 knew Glenn Dubin very well. I thought that a 4 joint -- I initially was going to purchase -- I 5 was attempting to purchase Highbridge myself and 10:42:33 6 decided that it would be a better deal for a joint 7 venture to be done between Highbridge and 8 JPMorgan. 9 Q. You considered buying Highbridge 10 yourself? 10:42:55 11 A. Yes, sir. 12 Q. When did you start considering doing 13 that? 14 A. I would say 2003. 15 Q. Did you have conversations with 10:43:02 16 Mr. Dubin about that? 17 A. Not specifically, no. 18 Q. Generally? 19 A. I don't recall. 20 Q. What efforts did you make, if any, with 10:43:11 21 respect to purchasing Highbridge yourself? 22 A. I had gone to JPMorgan to ask if they 23 would finance the purchase of Highbridge for me. 24 Q. What did they say? 25 A. Let's find -- let's look into -- we'll 10:43:25 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299165

Page 82 1 Epstein 2 consider it. 3 Q. What happened next? 4 A. Highbridge and JPMorgan met, and it was 5 decided that it would be a better transaction for 10:43:39 6 both JPMorgan and Highbridge for there to be some 7 type of joint venture or purchase of Highbridge by 8 JPMorgan. 9 Q. When you say Highbridge and JPMorgan 10 met, who at Highbridge met with JPMorgan? 10:43:54 11 A. I don't know. 12 Q. Glenn Dubin? 13 A. Yes. 14 Q. And with whom at JPMorgan did he meet? 15 A. Jes Staley. 10:44:06 16 Q. And was that the person to whom you had 17 gone to discuss financing your acquisition of 18 Highbridge? 19 A. Yes. 20 Q. So let me just make sure I have this 10:44:17 21 right. You considered purchasing Highbridge; 22 correct? 23 A. Correct. 24 Q. You consulted with JPMorgan, 25 Mr. Staley, about possible financing; correct? 10:44:27 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299166

Page 83 1 Epstein 2 A. Correct. 3 Q. Mr. Staley asked to meet with 4 Highbridge; correct? 5 A. Correct. 10:44:40 6 Q. Highbridge met with Mr. Staley; 7 correct? 8 A. You're saying Highbridge. I just want 9 to be clear. 10 Q. Mr. Dubin, Mr. Dubin. 10:44:51 11 A. Yes. 12 Q. And out of that meeting or meetings 13 came a different business plan to make a joint 14 venture; is that correct? 15 A. Or a purchase, yes, sir. 10:45:05 16 Q. And you abandoned your thought of 17 purchasing Highbridge? 18 A. Correct. 19 Q. Did you have an interest in the new 20 business arrangement that was being discussed? 10:45:23 21 A. No. 22 Q. And what did that business arrangement 23 end up being, to your knowledge? 24 A. A purchase of Highbridge by JPMorgan. 25 Q. And do you know what portion of 10:45:39 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299167

Page 84 1 Epstein 2 Highbridge was owned by Mr. Dubin? 3 A. You'd have to be more specific with 4 your time frame, sir. 5 Q. At the time that JPMorgan purchased 10:45:49 6 Highbridge. 7 A. I believe 50 percent. 8 Q. And who owned the other 50 percent? 9 A. I believe it was Henry Swieca. 10 Q. Did he also meet with JPMorgan, to your 10:46:00 11 knowledge? 12 A. I don't know. 13 Q. Was he an active partner in Highbridge? 14 A. I don't know. 15 Q. Do you know him? 10:46:10 16 A. No. 17 Q. Did you attend the meeting or meetings 18 between Mr. Dubin and Mr. Staley? 19 A. I don't recall. I don't think so. 20 Q. How many meetings did you have with 10:46:26 21 Mr. Staley in connection with this transaction or 22 your contemplated transaction? 23 A. Less than ten. 24 Q. And at any of them was Mr. Dubin 25 present? 10:46:41 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299168

Page 85 1 Epstein 2 A. Not to the best of my recollection. 3 Q. Did you continue to meet with 4 Mr. Staley once he had met with Mr. Dubin? 5 A. Yes. 10:46:50 6 Q. Concerning what? 7 A. I met with Mr. Staley often. 8 Q. How do you know him? 9 A. I know him for 12 years. 10 Q. How? 10:47:03 11 A. He was a party of JP -- he was a 12 younger associate of JPMorgan when I became a 13 client of JPMorgan's. 14 Q. At the time of the transaction with 15 Highbridge, what was his position? 10:47:15 16 A. I don't know. 17 Q. Did you meet with others at JPMorgan 18 besides Mr. Staley? 19 A. Yes. 20 Q. With whom? 10:47:27 21 A. Over what period of time? 22 Q. Over the period of time that you were 23 considering a transaction with them. 24 A. No. 25 Q. It was only Mr. Staley? 10:47:36 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299169

Page 86 1 Epstein 2 A. The best of my recollection. 3 Q. And with respect to the transaction you 4 were considering, you met with him approximately 5 ten times? 10:47:45 6 A. Less than ten times. 7 Q. Less than ten times? 8 A. Yes, sir. 9 Q. Less than five times? 10 A. I don't recall. 10:47:51 11 Q. How did you learn that JPMorgan was 12 interested in either entering a joint venture or 13 acquiring Highbridge? 14 A. The best of my recollection is 15 Mr. Staley told me that. 10:48:06 16 Q. In person or on the phone? 17 A. I don't recall. 18 Q. And what did you say when he told you 19 that? 20 A. I thought it would be a great 10:48:13 21 investment. 22 Q. You were going to lose your opportunity 23 to invest -- correct? -- to buy Highbridge? 24 A. Correct. 25 Q. And why were you prepared to do that? 10:48:23 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299170

Page 87 1 Epstein 2 A. Because I thought I would end up with a 3 piece of the joint venture. 4 Q. It did not end up being a joint 5 venture; correct? 10:48:33 6 A. I don't know. 7 Q. Do you have a piece of any interest 8 do you have a piece of JPMorgan's interest in 9 Highbridge? 10 A. No, sir. 10:48:42 11 Q. Do you have any interest in Highbridge 12 other than your investment? 13 A. No, sir. 14 Q. I mean other than they manage some of 15 your funds. 10:48:49 16 A. No, sir. 17 Q. Did that bother you, that you lost that 18 opportunity? 19 A. No, sir. 20 Q. Why? 10:48:58 21 A. Because I was compensated for it. 22 Q. You were compensated for what? 23 A. For the introduction of JPMorgan to 24 Highbridge. 25 Q. And who compensated you for that? 10:49:09 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299171

Page 88 1 Epstein 2 A. Highbridge. 3 Q. And how much did they give you? 4 A. $20 million. 5 Q. Did Highbridge give you $20 million 10:49:14 6 personally or did they give it to some -- through 7 some entity? 8 A. To my entity, Financial Trust Company. 9 Q. August $20 million went to Financial 10 Trust Company? 10:49:31 11 A. No, 15 million went to Financial Trust 12 Company, and 5 million went to Financial Strategy 13 Group. 14 Q. And who owns Financial Strategy Group? 15 A. I'm not sure. 10:49:41 16 Q. Not you; correct? 17 A. I don't recall if I have an interest in 18 it. 19 Q. Did you think of that 5 million as your 20 5 million? 10:49:52 21 A. Yes, sir. 22 Q. Even though you're not sure whether you 23 have an interest? 24 A. Yes. 25 Q. Can you explain that, please? 10:49:56 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299172

Page 89 1 Epstein 2 A. The people who work at Financial 3 Strategy basically work for me, work for my 4 company, work exclusively for my company. The 5 ownership is unclear to me today. 10:50:07 6 Q. Who received the beneficial the 7 benefit of that $5 million? 8 A. I did. 9 Q. How? 10 A. Because I would either pay the expenses 10:50:14 11 of the Financial Strategy Group myself or 12 Financial Trust Company would, or the money would 13 be paid directly to them. 14 Q. What is the business of Financial 15 Strategy Group? 10:50:41 16 A. It provides accounting services and 17 legal services. 18 Q. For whom? 19 A. For me. 20 Q. For anyone else? 10:50:45 21 A. Some of my clients. 22 Q. Who is the president? 23 A. I don't know. 24 Q. They work out of the Virgin Islands? 25 A. No, they work out of New York. 10:51:02 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299173

Page 90 1 Epstein 2 Q. How many employees do they have? 3 A. Less than ten. 4 Q. Who runs the office? 5 A. Darren Indyke. 10:51:09 6 Q. What's his position? 7 A. I don't recall. 8 Q. He's a lawyer; correct? 9 A. Yes, sir. 10 Q. He's the guy you referred to as your 10:51:15 11 general counsel -- in-house counsel; correct? 12 A. Correct. 13 Q. And he performs that service through 14 the strategy group? 15 A. Again? 10:51:25 16 Q. He performs that service of being your 17 general counsel through Financial Strategy Group? 18 They provide legal advice? 19 A. Yes. 20 Q. Is that the only entity through which 10:51:34 21 he's paid? 22 A. No. 23 Q. He's also paid by Financial Trust 24 Company? 25 A. Yes. 10:51:41 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299174

Page 91 1 Epstein 2 Q. Anybody else? 3 A. I don't know. 4 Q. Did he get any of the benefit of the $5 5 million that was paid to Financial Strategy Group? 10:51:58 6 A. Yes. 7 Q. What did he receive? 8 A. The same amount of money he would have 9 received if I paid it directly. 10 Q. And how much is that? 10:52:09 11 A. Are you asking me for his salary? 12 Q. In other words, he just received his 13 salary? 14 A. Yes. 15 Q. So the $5 million that was paid to 10:52:19 16 Financial Strategy Group you perceived as a way to 17 capitalize the company, essentially? 18 A. Correct. 19 Q. How much did JPMorgan pay for 20 Highbridge? 10:52:37 21 A. I don't know. 22 Q. Did you ever have any conversations 23 with Mr. Dubin about how much they paid? 24 A. No. 25 Q. Do you have any guess as to how much 10:52:47 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299175

Page 92 1 Epstein 2 they paid? 3 A. My -- my best understanding -- you're 4 asking me for a guess? 5 Q. Yes, a guess. 10:52:59 6 A. It was north of a billion dollars. 7 Q. North of a billion? 8 A. Correct. 9 Q. Of which Mr. Dubin would have a 50 10 percent interest, in your understanding? 10:53:08 11 A. My understanding. 12 Q. What's your guess of north of a billion 13 based on? 14 A. It had assets under management at that 15 time of somewhere between 4 and 7 billion dollars, 10:53:19 16 I think. 17 Q. So do you use a multiple or how do you 18 come up with north of a billion? 19 A. Because what I was -- I knew what I was 20 willing to pay. 10:53:35 21 Q. How much were you being to pay? 22 A. North of a billion. 23 Q. How much is that? 24 A. The best of my recollection is 2.5 to 3 25 billion. 10:53:44 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299176

Page 93 1 Epstein 2 Q. Is it your guess JPMorgan paid more 3 than 2 or 3 billion dollars for it? 4 A. You're asking me to guess, I'm sorry. 5 Q. You valued it between 2 and 3 billion 10:53:51 6 dollars? 7 A. Yes, I know I did. 8 Q. Did you ever have a conversation with 9 Mr. Dubin about your valuation of his company? 10 A. I don't recall. 10:53:59 11 Q. Did you ever have a conversation with 12 Mr. Dubin in which you told him you might be 13 interested in buying the company? 14 A. Yes. 15 Q. When was that conversation? 10:54:05 16 A. Early 2003/2004. 17 Q. Before you introduced him to 18 Mr. Staley? 19 A. Yes. 20 Q. And can you tell us what that 10:54:11 21 conversation was? 22 A. I thought Highbridge was a tremendous 23 platform from which you could build a great 24 business. He had great people working for him. 25 And I thought it would be a great purchase for me. 10:54:23 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299177

Page 94 1 Epstein 2 Q. And what did he say? 3 A. I don't recall. 4 Q. Was he interested in selling? 5 A. He was interested in exploring his 10:54:30 6 opportunities. 7 Q. Did you understand Highbridge to be his 8 most significant asset? 9 A. Yes. 10 Q. His interest in Highbridge. 10:54:44 11 A. Yes, sir. 12 Q. Do you recall if you and Mr. Dubin 13 discussed valuation at all? 14 A. I don't recall. 15 Q. How did it come about that you arranged 10:55:22 16 a fee for the introduction? 17 A. I'm sorry, you'll have to repeat the 18 question. 19 Q. How did it come about that you received 20 a fee for the introduction? 10:55:34 21 A. Glenn Dubin came to my house, and he 22 said, You should get a fee for the introduction. 23 And I said, Pay me what you think is fair. I will 24 not negotiate. 25 Q. At what stage in the transaction did 10:55:52 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299178

Page 95 1 Epstein 2 Glenn Dubin come to you? After he had sold or 3 after he had reached an agreement; do you know? 4 A. It was after he reached an agreement. 5 That is my best recollection. 10:56:06 6 Q. And he said, I think $20 million was 7 fair? 8 A. Correct. 9 Q. Or how did he respond? 10 A. He said, I think the number is $20 10:56:13 11 million. 12 Q. Did you understand what that number was 13 based on? 14 A. He said, I think the number is $20 15 million. 10:56:22 16 Q. Did you understand it to be essentially 17 a finder's fee? 18 A. Yes, sir. 19 Q. Did you have any understanding of 20 what how finder's fees are generally based in 10:56:37 21 the sale of financial institutions? 22 A. I have -- yes. 23 Q. What's your understanding? 24 A. It varies quite a bit. 25 Q. Between what and what? 10:56:46 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299179

Page 96 1 Epstein 2 A. Between zero and the formula that I 3 think Paul, Weiss put together four years ago. 4 Q. Have you ever acted as a finder in a 5 transaction like this before? 10:57:03 6 A. I don't recall. 7 Q. Is it possible? 8 A. A transaction like what? Someone 9 buying something else? 10 Q. The sale of a fund like Highbridge. 10:57:13 11 A. No. 12 Q. Since? 13 A. No. 14 Q. Did you enter any kind of agreement 15 with Highbridge after the fee was paid? 10:57:40 16 A. Yes. 17 Q. And what was that? 18 A. To invest money, as you know. 19 Q. For them to invest your money? 20 A. Yes. 10:57:56 21 Q. Did you ever enter a consulting 22 agreement? 23 A. No. 24 Q. Did you ever discuss a consulting 25 agreement? 10:58:14 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299180

Page 97 1 Epstein 2 A. I believe so. 3 Q. First when was the Highbridge 4 transaction? 5 A. My best recollection is in late '04. 10:58:18 6 Q. Let's just see if we can pin it down. 7 MR. SCHWARTZ: Can we mark this, 8 please, as Exhibit 3. 9 (Discussion off the record.) 10 (Exhibit 3, invoice from FTC to 11 Resnick, marked for identification.) 12 Q. Exhibit 3 appears to be an invoice from 13 Financial Trust Company to Mr. Ron Resnick at 14 Highbridge for mergers and acquisitions advice, 15 amount $15 million. 10:59:36 16 Do you recognize it? 17 A. Yes, sir. 18 Q. Is that the invoice for the $15 million 19 portion of the fee? 20 A. Yes, sir. 10:59:45 21 Q. And that invoice was after the deal 22 with JPMorgan or about the time of the deal with 23 JPMorgan? 24 A. About the time. 25 Q. So late 2004 would be about that time? 10:59:53 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299181

Page 98 1 Epstein 2 A. I believe so. 3 Q. What conversations did you have with 4 Mr. Dubin about a consulting arrangement? 5 A. My best recollection was subsequent to 11:00:04 6 this. 7 Q. And what were the conversations? 8 A. Whether -- I believe whether they 9 should consider having me as a consultant moving 10 forward. 11:00:20 11 Q. Who raised that issue? 12 A. I don't remember. 13 Q. And what happened? 14 A. Nothing. 15 Q. Was there a draft agreement? 11:00:31 16 A. I believe so. 17 Q. And what were you going to consult 18 about? 19 A. I don't recall. 20 Q. Let me show you a document which we'll 11:00:50 21 mark as Exhibit 4. 22 (Exhibit 4, draft consulting agreement 23 with fax cover sheet, marked for 24 identification.) 25 Q. I've placed in front of you Exhibit 4, 11:01:04 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299182

Page 99 1 Epstein 2 which is on the letterhead of Highbridge. It 3 appears to be a fax -- a fax consulting sheet -- a 4 fax cover sheet and what appears to be a draft 5 consulting agreement attached, although there's no 11:01:19 6 fax stamp. 7 Do you recognize this? 8 A. Not specifically, no. 9 Q. You did not end up being a consultant 10 for Highbridge; correct? 11:01:40 11 A. No, sir. 12 Q. What happened to those discussions? 13 A. Nothing happened. I don't remember. 14 Q. Do you remember it had gone far enough 15 that somebody drafted a consulting agreement? 11:01:51 16 A. No. 17 Q. Who is Mark Roberts; do you know? He's 18 one of the cc's? 19 A. No, sir. 20 Q. Do you know who Bill Shepherd is? 11:02:04 21 A. No, sir. 22 Q. Do you know who Rob Caruso is? 23 A. No, sir. 24 Q. Do you know who Yul Tobaly is? 25 A. No, sir. 11:02:16 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299183

Page 100 1 Epstein 2 Q. Bill Bulmer? 3 A. No, sir. 4 Q. Ron Resnick? 5 A. It's only because it says Ron Resnick 11:02:20 6 on the invoice. The answer is no, I never met 7 him. 8 Q. Let's go back to your conversations 9 with Mr. Dubin about investing in the Zwirn fund. 10 What did he tell you about the fund at that time, 11:02:46 11 2002, before you invested? 12 A. Highbridge was a fund of funds. And as 13 we allocated money, he thought that Dan Zwirn 14 showed great promise and I should give Dan 15 Zwirn Highbridge/Zwirn. Highbridge had 11:03:06 16 different pockets, and one of the pockets was the 17 Zwirn fund -- the Highbridge/Zwirn fund, to the 18 best of my recollection. 19 Q. Let's call it the Zwirn fund so we 20 can -- so we can keep that pocket, call it the 11:03:19 21 Zwirn fund so that we can distinguish it from 22 Highbridge equity? 23 A. I would prefer to call it Highbridge/ 24 Zwirn because later on there's a change, I think. 25 Q. Okay. So let's call it Highbridge/ 11:03:30 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299184