Page 101 1 Epstein 2 Zwirn. 3 He told you that one of the pockets in 4 which they invested was the Highbridge/Zwirn fund? 5 A. Yes, sir. 11:03:38 6 Q. And he told you it was managed by Dan 7 Zwirn? 8 A. I doubt it. 9 Q. What did he tell you about Dan Zwirn? 10 A. He said the Zwirn fund was a fund that 11:03:44 11 I should put some money in. 12 Q. Did he tell you why? 13 A. They were going to be doing PIPE 14 investments. 15 Q. And what did you understand PIPE 11:03:54 16 investments to be? 17 A. Private investments in private -- in 18 public equities. 19 Q. Did he tell you that they were going to 20 be investing in anything else? 11:04:09 21 A. "They," please? 22 Q. The Highbridge/Zwirn fund. 23 A. He thought it was a good investment. 24 That's the full extent of the discussion. 25 Q. Did he tell you anything about their 11:04:19 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299185

Page 102 1 Epstein 2 investment strategy? 3 A. No, sir. 4 Q. Did you have any understanding as to 5 the investment strategy? 11:04:24 6 A. No, sir. 7 Q. Your decision to place the first $20 8 million was based solely on that conversation? 9 A. Yes, sir. 10 Q. And your decision to make the next $20 11:04:41 11 million investment was based on what? 12 A. My best recollection is I was 13 allocating additional monies and I said what 14 else where should I put the additional 20 or 30 15 million dollars, and he said put 20 million with 11:05:06 16 Zwirn. 17 Q. You were allocating additional monies 18 for what? 19 A. My own personal investments. 20 Q. And so you asked Mr. Dubin where should 11:05:13 21 you put it? 22 A. Yes. 23 Q. You asked for his advice? 24 A. Yes. 25 Q. And he said put it with Zwirn? 11:05:17 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299186

Page 103 1 Epstein 2 A. Some of it with Zwirn, yes. 3 Q. That investment was made, I think we 4 agreed, in about September 2002, so this would 5 have been prior to that? 11:05:25 6 A. Yes. 7 Q. And did he tell you anything else about 8 the fund at that time? 9 A. Not to the best of my recollection. 10 Q. Anything else about the investments the 11:05:38 11 fund made? 12 A. No. 13 Q. Did you know anything else about the 14 investments the fund made at that time? 15 A. No. 11:05:44 16 Q. You invested an additional $30 million 17 in the fund in December 2002; correct? 18 A. Correct. 19 Q. How did that come about? 20 A. The same. 11:05:58 21 Q. You had a conversation with Mr. Dubin? 22 A. Yes, sir. 23 Q. You wanted to allocate -- you wanted to 24 make new investments; correct? 25 A. Correct. 11:06:06 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299187

Page 104 1 Epstein 2 Q. Do you have any ideas -- correct? 3 and he said Zwirn? 4 A. Zwirn probably is one of three or four 5 different pockets. 11:06:13 6 Q. When you say "allocate," were you 7 allocating to pockets of the Highbridge funds? 8 A. As well as other hedge funds. 9 Q. And you were asking his general advice 10 on what he thought might be a good place to put 11:06:25 11 some money? 12 A. Yes. 13 Q. When you went to him to discuss that, 14 did you tell him how much you were going to be 15 investing in total? 11:06:35 16 A. No. 17 Q. Did you discuss the number that you 18 would invest in any of the things that he 19 discussed with you? 20 A. Yes. 11:06:46 21 Q. What did you tell him about that, or 22 what did he say about that? 23 A. My best recollection is I would say I 24 have 60 or 80 million dollars and how do you think 25 I should allocate it. 11:06:57 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299188

Page 105 1 Epstein 2 Q. So let's go back to the original 3 conversation prior to the May 2002 investment. 4 A. Yes, sir. 5 Q. You weren't coming to talk to him about 11:07:06 6 $10 million; you were coming to talk to him about 7 more than $10 million? 8 A. I don't recall. 9 Q. In September 2002 do you recall how 10 much you were discussing? 11:07:17 11 A. No, sir. 12 Q. But the 10 in each of those instances 13 was not the full amount that you were looking to 14 invest; right? 15 A. I don't recall specifically. 11:07:25 16 Q. Did he give you any other advice with 17 respect to where other monies should go? 18 A. I don't recall. 19 Q. I'm going to read you an answer you 20 gave me a minute ago. "My best recollection is I 11:07:44 21 would say I have 60 or 80 million dollars and how 22 do you think I should allocate it." 23 What did that recollection concern? 24 A. A period of time over two years or 25 three years of investing in Highbridge. 11:08:00 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299189

Page 106 1 Epstein 2 Q. And did he give you any other 3 recommendations other than the Highbridge/Zwirn 4 funds during that period of time? 5 A. Yes, sir. 11:08:11 6 Q. And did you follow those 7 recommendations? 8 A. Sometimes. 9 Q. Can you tell us which recommendations 10 that he gave you which you followed? 11:08:21 11 A. Highbridge had many pockets. There was 12 a long short fund, there was a convertible 13 arbitrage fund, there was a long equity fund. 14 There were a number of different pockets. 15 Q. And which of those recommendations did 11:08:36 16 you follow; do you recall? 17 A. Not with specificity. 18 Q. And do you recall why you would follow 19 some and not follow others? 20 A. It was at that moment I made the 11:08:45 21 decision. 22 Q. Based on what? 23 A. What I decided at that moment. 24 Q. Based on what? 25 A. My view of the markets, my view of the 11:08:53 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299190

1 2 3 4 Page Epstein products, my view of the people, my view of Highbridge, my view of risk/reward, my view of liquidity needs. 107 5 Q. So at the moments in May, September, 11:09:05 6 and December 2002 that you invested in the 7 Highbridge/Zwirn fund -- 8 A. Again, sorry? I want to be precise. 9 Sorry. 10 MR. ARFFA: Speaking of being precise, 11:09:27 11 I want to make sure at the end of one of the 12 answers -- I think it was a couple answers 13 ago -- it said -- you were listing the 14 factors. You said, My view of risk/reward, my 15 view of -- I thought it was liquidity needs. 11:09:39 16 THE WITNESS: Liquidity needs, yes, 17 sir. 18 Q. It didn't come out. Not your fault. 19 Not even her fault. 20 When you invested in the Highbridge/ 11:09:52 21 Zwirn fund in 2002 -- well, let's start in May 22 2002 -- which of those factors played a role: 23 your view of the products, your view of the 24 people, your view of Highbridge, your view of 25 risk/reward, or your view of liquidity? 11:10:22 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299191

Page 108 1 Epstein 2 A. I take into account all those factors, 3 and I make a decision. If you ask me what 4 happened eight years ago, it would be hard for me 5 to pin down exactly which one caused that 11:10:35 6 decision. 7 Q. The only thing you knew about the fund 8 is you were being told by Mr. Dubin that it was a 9 good investment and he told you it did PIPE 10 investing; correct? 11:10:44 11 A. That's the best of my recollection. 12 Q. So you made the decision based on that 13 information alone? 14 A. That's correct. 15 Q. Did you have any other information 11:10:51 16 available to you in September 2002 when he 17 suggested that you invest with it again? 18 A. No, sir. 19 Q. Did you have any other information 20 about the fund in December 2002 when he 11:11:00 21 recommended that you invest in it again? 22 A. I don't -- I wouldn't recall, sitting 23 here today. 24 Q. How about in June 2003? 25 A. Ask the question again. 11:11:13 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299192

Page 109 1 Epstein 2 Q. Did you have any other information 3 other than the fact that he was recommending it 4 and that it did PIPE investing? 5 A. It's possible. 11:11:20 6 Q. And what do you think you had? 7 A. He might have said they're doing very 8 well. 9 Q. And did you know anything more about 10 the investments they were making at that time? 11:11:32 11 A. No, sir. 12 Q. We discussed earlier your investment in 13 January 2005. 14 A. Yes, sir. 15 Q. Putting aside the lockup, how did it 11:11:44 16 come about that you decided to make an investment 17 in 2005? 18 A. Glenn Dubin called me and said that 19 Zwirn had been doing very well, and he recommended 20 that I up my investment. 11:12:00 21 Q. And did you have any other information 22 about the fund at that time than you had at the 23 time of your earlier investments other than what 24 he told you in that conversation? 25 A. Sitting here today I couldn't recall. 11:12:09 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299193

Page 110 1 Epstein 2 Q. Did you know anything more about its 3 investment strategy? 4 A. Just if I was going to reup, it was 5 probably -- he had been doing well. 11:12:20 6 Q. Did you know anything more about its 7 investment strategy? 8 A. Sorry? 9 Q. Did you know anything more 10 A. No, I'm sorry. 11:12:29 11 Q. No; is that correct? 12 A. No, that was the answer. 13 Q. Is it fair to say that the only thing 14 during the period you were an investor in the fund 15 that you knew about its investment strategy was 11:12:36 16 that it invested in PIPEs? 17 A. That it had grown substantially to -- 18 as a big part of Highbridge and had taken other 19 money, it was very successful, that the returns 20 were solid, and that there was plenty -- plenty of 11:12:51 21 money and things to buy. 22 Q. Is it fair to say that the only thing 23 during that period that you knew about its 24 investment strategy is that it invested in PIPEs? 25 A. No. 11:13:07 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299194

Page 111 1 Epstein 2 Q. What else did you know? 3 A. Again, when you're talking about 4 strategy, that it had decent returns. It was 5 to me it was a pocket of Highbridge's money, 11:13:15 6 initially. Dan Zwirn was a successful investor. 7 The returns were solid. The fund was on solid 8 footing. And it had Highbridge's money under 9 management. 10 So one of the great -- the biggest 11:13:30 11 pieces was the fact that it already had 500 or so 12 or 600 million of Highbridge's money being managed 13 by Dan. 14 Q. Let me be clear about what I'm asking. 15 I'm -- 11:13:42 16 A. You're asking about investment 17 strategy. 18 Q. I'm asking you about -- by "investment 19 strategy" what I mean is how it makes its 20 decisions to invest and what it invests in. 11:13:51 21 A. No. 22 Q. So the only thing that you knew 23 during -- about its investment strategy at the 24 time that you made each of these investments, 25 defining investment strategy as I just have, is 11:14:02 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299195

Page 112 1 Epstein 2 that it invested in PIPEs? 3 A. No, it had a wide range of investment 4 opportunities. It was not limited to PIPEs. 5 It -- you asked me initially. So the answer is I 11:14:15 6 thought I had additional information that they 7 were making money in investment strategy. 8 Q. What else did it invest in? 9 A. I don't know. 10 Q. When did you learn it invested in 11:14:25 11 things other than PIPEs? 12 A. I never learned what it invested in at 13 all. 14 Q. Just that it had PIPEs and other 15 investments? 11:14:33 16 A. Correct. 17 Q. But you didn't know what those other 18 investments were? 19 A. That's correct. 20 MR. SCHWARTZ: Let's take the break. 11:14:40 21 It's time. 22 THE VIDEOGRAPHER: Stand by. We are 23 going off the record. The time is 11:13 a.m. 24 This is the end of Tape Number 2. 25 (Recess taken from 11:13 to 11:28.) 11:14:49 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299196

Page 113 1 Epstein 2 THE VIDEOGRAPHER: We are back on the 3 record. The time is 11:28 a.m. This is the 4 beginning of Tape Number 3. 5 Q. Did you have an understanding as to the 11:29:41 6 liquidity of the investments in which Highbridge/ 7 Zwirn was investing? 8 A. When? 9 Q. At any time? 10 A. I would always assume that any fund I 11:29:58 11 had my money in had ample liquidity. 12 Q. What do you mean by "ample liquidity"? 13 A. Any business has to run itself, 14 especially in the hedge fund business that has 15 liquidity both for redemption purposes and for 11:30:12 16 making more investments. 17 Q. Did you understand it was making 18 illiquid investments long term? 19 A. "It"? 20 Q. Highbridge/Zwirn. 11:30:38 21 A. I don't understand. I told you what I 22 understood before. 23 Q. And so you assumed it had ample 24 liquidity? 25 A. I assume every investment I make, every 11:30:47 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299197

Page 114 1 Epstein 2 responsibly traded hedge fund, always has ample 3 liquidity. 4 Q. And what does ample liquidity mean? 5 A. It means liquidity sufficient to make 11:30:59 6 redemptions, liquidity sufficient to make 7 additional investments, liquidity to pay 8 management fees, liquidity to run its operation, 9 liquidity to maintain its position to take 10 advantage of opportunities that may present 11:31:17 11 itself. 12 Sorry, are you going to interrupt me? 13 Okay. 14 Liquidity so that in general terms of 15 investing it's usually not a good idea to have to 11:31:28 16 have a fire sale. 17 Q. During the time that you were investing 18 with them, did you understand the lockup periods 19 to be in any way related to the liquidity of the 20 investments they were making? 11:31:45 21 A. No. 22 Q. What was the purpose of locking up 23 funds, in that case? 24 A. Many times the manager simply wants to 25 make sure that if he's going to take office space 11:31:55 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299198

Page 115 1 Epstein 2 and commit himself to long-term employees he 3 doesn't want to have all his money pulled out at 4 the last minute. 5 Q. Did you ever have any conversations 11:32:05 6 with Glenn Dubin about the liquidity of the 7 investments in the Highbridge/Zwirn fund prior -- 8 during the period -- prior to your investing or 9 during the period you were invested? 10 A. Yes. 11:32:22 11 Q. When? 12 A. Best recollection is 2007. 13 Q. Do you recall making a redemption 14 request in February 2007? 15 A. Yes. 11:32:50 16 Q. Was it before or after that request? 17 A. It was after that request when Glenn 18 told me that Zwirn was a lying scumbag, that in 19 fact had mis -- misled him, misled the auditors, 20 misled everyone, and in fact had been running the 11:33:13 21 operation with almost zero liquidity, borrowing 22 from Peter to pay Paul. 23 Later he told me they in fact had no 24 liquidity in the fund, in the onshore fund, so 25 they were forced to borrow money from the offshore 11:33:28 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299199

Page 116 1 Epstein 2 fund, borrowing from the right hand to pay the 3 left hand, not being totally aware of the tax 4 implications of that horrendous decision. 5 He told me in fact at one point that he 11:33:40 6 thought that even though Dan Zwirn had told me and 7 told Zwirn that the reason he didn't want to make 8 my redemption is because I would have a run on the 9 bank. 10 It turned out that Dan Zwirn and the 11:33:52 11 Zwirn funds had no liquidity; in fact, had in fact 12 turned out had no liquidity to pay their 13 management fees; in fact had no liquidity to fund 14 his own airplane. So he decided to take money 15 from the Highbridge account. 11:34:07 16 Three, he told me in fact that many of 17 the operations and things in the pipeline to buy 18 things had to be funded by the offshore account so 19 that there were monies moving back and forth and 20 that Dan Zwirn was a bad guy. 11:34:20 21 Q. That conversation took place after the 22 redemption request; correct? 23 A. Yes. 24 Q. Did he tell you anything about the 25 actual investments the fund was making at that 11:34:37 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299200

Page 117 1 Epstein 2 time that you did not know before? 3 A. He had advised me that what I initially 4 found out in late September/early October 2006 5 that Dan Zwirn was firing Perry Gruss for 11:34:53 6 supposedly some immaterial bookkeeping entry; that 7 in fact they had misled me -- this was 8 afterwards -- and in fact it was not immaterial 9 but very material; that money had been taken 10 amazingly so to fund Dan Zwirn's personal airplane 11:35:10 11 out of the Highbridge managed account. 12 He told me monies in fact had been 13 taken from the management company and for Dan's 14 own personal tax purposes he had deferred his fees 15 to an offshore -- kept in an offshore entity so 11:35:30 16 that they were having trouble actually keeping the 17 lights running -- lights on because they had no 18 money. 19 So in fact the fund had been totally 20 illiquid. And that was certainly not the 11:35:42 21 representation that they had made to either Glenn 22 or myself. 23 Q. When did he tell you this? 24 A. Since '07. 25 Q. This is, again, after February of '07? 11:35:53 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299201

Page 118 1 Epstein 2 A. Best recollection, sir. 3 Q. The last sentence of your answer let 4 me just read it back to you. 5 A. Sure. 11:36:27 6 Q. "And that was certainly not the 7 representation that they had made to either Glenn 8 or myself." 9 A. Yes. 10 Q. Who is "they"? 11:36:33 11 A. The Zwirn, Harry Davis, Dan Zwirn -- 12 Harry Davis specifically to me, that the book -- 13 what had been represented to me initially as mere 14 bookkeeping entry irregularities was in fact not 15 the case. In fact, there were material problems 11:36:55 16 with the fund and the fact that they never 17 represented the idea that when they agreed to my 18 redemption request that they in fact had no 19 liquidity. 20 Q. And who told you that? 11:37:05 21 A. Glenn Dubin. 22 Q. And did he tell you he was unaware of 23 what kind of investments they were making before 24 that time? 25 A. No. 11:37:17 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299202

Page 119 1 Epstein 2 Q. Did he tell you that he was aware of 3 the kind of investments they were making? 4 A. I don't recall. 5 Q. My question to you earlier was did he 11:37:21 6 tell you anything about the actual investments the 7 fund was making when he spoke to you after 8 February 2007 that you did not know before. 9 A. You have to repeat again. 10 Q. When you had this conversation with 11:37:34 11 him -- 12 A. Yes, sir. 13 Q. -- after February 2007, did Mr. Dubin 14 tell you anything about the actual investments the 15 fund was making that you did not know before? 11:37:44 16 A. Yes. He told me that the -- one of the 17 accounting firms had been called in to in fact 18 make sure that the NAV was solid and that the 19 first initial report was that the NAV was in fact 20 as represented. 11:38:03 21 Q. So the NAV report was accurate? 22 A. I don't know that. 23 Q. He told you that it was accurate? 24 A. No. 25 Q. You said one of the accounting firms 11:38:32 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299203

Page 120 1 Epstein 2 had been called in to in fact make sure the NAV 3 was solid and that the first initial report was 4 that the NAV was in fact as represented. 5 So he was telling you the NAV was in 11:38:54 6 fact as represented? That had been the conclusion 7 of the accounting firm? 8 A. Yes. 9 Q. Did he tell you he was unaware of the 10 investment strategy of the Zwirn funds? 11:39:07 11 A. No. 12 Q. What exactly did he tell you at that 13 time that he had been unaware of? 14 A. At what time? 15 Q. When he spoke to you in February 2007 11:39:30 16 or right after February 2007. What are the things 17 that he said I, Glenn Dubin, did not know? 18 A. I don't recall with specificity. I 19 remember he being outraged that Glenn -- that Dan 20 Zwirn had lied on at least four major areas of 11:39:45 21 representations to Glenn, his words, which was, 22 one, the fact that his airplane which was 23 purchased in September of '05 was purchased with 24 funds from Highbridge. 25 Q. He said he had been lied to about that 11:40:01 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299204

Page 121 1 Epstein 2 by Dan Zwirn? 3 A. That he said Dan Zwirn was a lying 4 scumbag. 5 Q. Okay. 11:40:08 6 A. He said -- I apologize to the lady, 7 sorry, and you. But I've been told my best 8 recollection of exactly what the conversation was. 9 Q. So that's one area, the airplane. What 10 else? 11:40:23 11 A. The airplane was worse than that, 12 because in fact what he had said was what was 13 represented as immaterial was mischaracterized 14 because it was immaterial in terms of its dollar 15 values in a $7 billion fund. 11:40:38 16 So the idea that immateriality was in 17 fact maybe $50 or $100 or $50,000 in a $7 billion 18 fund was in fact mischaracterized as if someone 19 who had only stolen a thousand dollars was any 20 less liable than someone who stole a million 11:40:54 21 dollars. 22 So the immateriality that was expressed 23 to us, to me, which was in its dollar-diminished 24 value was mischaracterized strictly as immaterial 25 fact, was in fact the fact that there was a gross 11:41:06 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299205

Page 122 1 Epstein 2 negligence and a fiduciary obligation of Perry 3 Gruss, Dan Zwirn, Mr. Kahn, whoever I'm 4 unfamiliar with his first name -- that no one made 5 disclosure to me at any relevant time so that each 11:41:21 6 one had breached their fiduciary duties, knowing 7 in fact -- this was sometime in February '07 -- 8 that sometime in '06 all of these in fact were 9 known. 10 Let me finish. 11:41:38 11 That in fact the liquidity of the fund 12 was badly stressed so that the demand that they 13 had asked me to reduce from my full withdrawal 14 request to only an $80 million request was 15 mischaracterized as merely being -- avoiding a run 11:41:51 16 on the bank when in fact it turned out there was 17 no liquidity; and basically there had been very 18 little accounting procedures followed. Sorry. 19 Q. Did he tell you that he had been lied 20 to about materiality or is that your conclusion, 11:42:05 21 that you had been lied to about materiality? 22 A. I don't recall specifically. 23 Q. You don't recall whether he said he had 24 been lied to about that? 25 A. He said he knew I had been lied to 11:42:19 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299206

Page 123 1 2 about it. 3 4 5 have considered to be material? 6 7 8 9 10 11 12 bells and whistles 13 time, when Schulte 14 '06 to investigate 15 16 17 18 19 20 21 22 23 24 25 Q• Epstein And the materiality being that there was a thief, which was something that you would A. I would considered the fact -- separate from a thief, the mere fact that someone was paying for his airplane from client funds is worst than a thief in my business. Excuse me, let me finish. The idea that that would have set off had I known at that period of Roth was called in in May of already wrongdoing and no 11:42:30 11:42:40 fiduciary in that firm, made me aware -- I was the 11:42:53 largest investor in that fund -- that there had already been some serious wrongdoing, it was merely represented to me -- and Glenn confirmed it was misrepresented -- as immaterial items. There had been many things going on at 11:43:09 the fund. It was not a run on the bank; it was a liquidity. The airplane had been paid for out of clients' funds. There had been no money to pay management, so they were borrowing and prepaying management fees based on the fact that Dan Zwirn 11:43:23 VERITEXT REPORTING COMPANY EFTA00299207

Page 124 1 Epstein 2 had decided to have his own money kept offshore 3 for deferral purposes. And there was -- sorry. 4 Q. Of those things -- 5 A. Yes. 11:43:35 6 Q. which, if any, did he tell you he 7 did not know prior to this phone call in February 8 2007? 9 A. I don't recall. 10 Q. Did he tell you that Dan Zwirn had lied 11:43:57 11 to him? 12 A. He told me Daniel Zwirn in fact lies to 13 everyone, that Dan Zwirn was a micromanager, that 14 Dan Zwirn wanted to interview -- 15 MR. SUSMAN: Just answer the question. 11:44:10 16 THE WITNESS: Okay. 17 Yes. 18 Q. So I assume your answer is yes. 19 A. I said yes, sorry. 20 Q. But you don't recall specifically what 11:44:23 21 he said Dan Zwirn had lied to him about as opposed 22 to you? 23 A. Do I recall. Yes, he said that Dan 24 Zwirn had said it was only Perry Gruss that had 25 done something improper, is my best recollection. 11:44:45 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299208

Page 125 1 Epstein 2 Q. And did he say that was a lie? 3 A. He thought there were more people 4 involved in the wrongdoing and that Dan was -- 5 yes. 11:44:54 6 Q. Did he say, Dan lied to me about that? 7 A. Yes. 8 Q. Now, on the other issues that you 9 raised that you concluded that Dan had lied, did 10 he tell you that Dan had lied to you or did he 11:45:02 11 just tell you the facts and you concluded that Dan 12 had lied to you? 13 A. Both. 14 Q. What did he tell you Dan had lied to 15 you about? I want to be specific here. What 11:45:14 16 did -- what did Mr. Dubin tell you: Dan lied to 17 you about this? What did he say? And what issues 18 did you conclude, after hearing Mr. Dubin, that 19 Dan had lied to you about? 20 A. Again, the term "lie," so if you -- Dan 11:45:27 21 did not tell me about the airplane and its -- the 22 problems with the funds being taken from a managed 23 account. So I considered that a lie. Sorry. 24 Q. Did Dubin use that word, that Dan lied 25 to you about this? 11:45:51 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299209

Page 126 1 Epstein 2 A. Yes. 3 Q. He lied to you about the airplane? 4 A. He lied that the things that he 5 represented were the reasons that Gruss were fired 11:45:55 6 were strictly immaterial. He said the phrase that 7 it was immaterial was a lie. 8 Q. Anything else you recall him using the 9 word "lie" about? 10 A. The fact that Dan Zwirn had misled me 11:46:12 11 to believe that there was no issue regarding 12 liquidity and an eventual -- and a redemption of 13 my money when in fact there was no liquidity in 14 the fund. 15 Q. And he told you that Dan Zwirn had lied 11:46:33 16 to you about that? 17 A. He told me that Dan Zwirn had lied to 18 me and others. 19 Q. Anything else? Anything else that he 20 told you Dan had lied to you or to you and others 11:46:46 21 about? 22 A. Over this period of time, there was 23 quite a number of lies, so I'm sorry. 24 Q. I'm focusing on this conversation in 25 which you told us Mr. Dubin told you Dan lied. 11:46:58 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299210

Page 127 1 Epstein 2 And I want to know exactly the things he actually 3 used the words "lied about" as opposed to you drew 4 conclusions from things he was saying that you had 5 been lied to. Anything else? 11:47:12 6 A. Not that I recall. 7 Q. I think we got into this by discussing 8 whether he had ever in any conversation told you 9 anything more about the investment strategy and 10 what was actually being invested in by the fund. 11:47:40 11 And I take it the answer to that is he did not, 12 Mr. Dubin. 13 A. You'll have to repeat that question for 14 me. 15 Would you repeat the question for me, 11:47:53 16 ma'am? 17 Q. Let me rephrase the question. I'm 18 going to withdraw the question and rephrase it. 19 A. Okay. 20 Q. Other than telling you that the 11:48:06 21 Highbridge/Zwirn fund invested in PIPEs and other 22 investments, which he told you at some point, 23 according to your testimony -- 24 A. Yes. 25 Q. -- Mr. Dubin never told you anything 11:48:21 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299211

Page 128 1 Epstein 2 more about the kinds of investments the fund made; 3 correct? 4 A. Correct. 5 Q. Prior to October 2006 -- 11:48:45 6 A. Yes. 7 Q. -- you had met Mr. Zwirn once; correct? 8 A. Yes. 9 Q. And you had never spoken to him on the 10 phone; correct? 11:48:56 11 A. To the best -- 12 Q. That you recall. 13 A. I might have talked to him once about 14 something else. 15 Q. Do you remember a series of phone 11:49:03 16 conversations with him beginning in approximately 17 October 2006? 18 A. Yes. 19 Q. How many separate conversations do you 20 remember with him? 11:49:18 21 A. I would say it's less than six. 22 Q. During what period are these less than 23 six? 24 A. From late September through November, 25 mid-November. 11:49:35 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299212

Page 129 1 Epstein 2 Q. Let's start with the first one. Do you 3 recall the first one distinctly? 4 A. Distinctly. 5 Q. Do you recall approximately when that 11:49:45 6 was? 7 A. Late September. 8 Q. Who called whom? 9 A. Dan Zwirn called me in my office. 10 Q. Was there anybody else on the 11:49:57 11 telephone? 12 A. He called through my secretary. 13 Q. Was she on the phone when you spoke to 14 him? 15 A. No. 11:50:05 16 Q. What did he say to you and what did you 17 say to him? 18 A. He told me he was calling me to alert 19 me to the fact that he was going to fire his CFO 20 and I would probably read about it in the 11:50:23 21 newspaper. 22 I said, Why are you calling me to tell 23 me you're firing the CFO? I have not spoken to 24 you in years. He said, Well, there was some 25 reasons I have to -- he's going to get fired, but 11:50:40 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299213

Page 130 1 Epstein 2 the reasons he's being fired are immaterial. 3 Somewhat shocked, I said, Well, I've 4 not spoken to you ever except for the one time you 5 were in my office. You are now calling me out of 11:50:55 6 the blue to tell me you're going to fire your CFO 7 for something that was immaterial. I said, Well, 8 why don't you tell me exactly what you consider 9 immaterial. He said, Sorry, I can't. 10 I am not a patient person. My 11:51:19 11 reputation for being impatient is somewhat 12 well-known. I said, Are you crazy? What do you 13 mean you can't tell me what is immaterial? He 14 said, I cannot tell you. I said, Based on what? 15 He said, Based on advice of counsel. 11:51:35 16 I said -- which gave me more pause 17 because I said, Whose counsel? He said, Harry 18 Davis of Davis Polk. I said, Are they the fund's 19 counsel, the CFO's counsel, or your personal 20 counsel, now that I had my antenna up that there 11:51:53 21 was a problem. He said they were the fund's 22 counsel. 23 I said, If that's the case, I am the 24 largest limited partner in the fund. Those 25 attorneys are being paid by me. I want to know 11:52:07 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299214

Page 131 1 Epstein 2 what was immaterial. He said, I cannot tell you. 3 I said, This is crazy, using some other 4 expletives. I want all my money out of that fund 5 now. He said, Calm down, let me get back to you. 11:52:25 6 I hung up the phone. 7 Q. Anything else you remember from the 8 call? 9 A. Not that first call. 10 Q. Based on what did you believe you were 11:52:41 11 the largest limited partner in the fund? 12 A. That's what Mr. Dubin had told me. If 13 not the largest, I was the first investor. 14 Q. Did you use the word "largest" when you 15 spoke with Mr. Zwirn? 11:53:03 16 A. I believe I said, I was your first 17 investor. 18 Q. And you knew that from Mr. Dubin? 19 A. Yes, sir. 20 Q. What did you do after the phone call 11:53:16 21 with respect to this? 22 A. I immediately called Glenn Dubin. 23 Q. Was anybody else on the phone? 24 A. No, sir. 25 Q. And by "immediate," as soon as you hung 11:53:24 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299215

Page 132 1 Epstein 2 up? 3 A. As immediate as my fingers could dial. 4 Q. Was Mr. Dubin on speed dial, by any 5 chance? 11:53:37 6 A. No. 7 Q. What did you say to him and what did he 8 say to you? 9 A. I said, I just got a call from Dan 10 Zwirn, who I have not spoken to since that time 11:53:46 11 you sent him to my office so I could see his face. 12 He told me he was firing his CFO for something 13 that was immaterial, and he wouldn't tell me what 14 it was. I want my money out. This is nuts. 15 He said, Relax, relax, let me find out 11:54:00 16 what's going on. 17 Q. Did he tell you whether he was aware of 18 what was going on? 19 A. I just relayed the conversation. 20 Q. What happened next? 11:54:14 21 A. He called me back, Glenn did. 22 Q. When? 23 A. Probably 20 minutes later -- and said, 24 Dan Zwirn will call you again. I said, When? And 25 he said, Tomorrow. This was probably at 4 o'clock 11:54:33 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299216

Page 133 1 Epstein 2 in the afternoon. 3 Tomorrow came and went -- 4 Q. Did Mr. -- 5 A. Sorry. 11:54:44 6 Q. Did Mr. Dubin say anything else in that 7 phone call about what had happened or what the 8 substance of what you had been told? 9 A. In that phone -- my best recollection 10 is at the first that Dan will call me the next 11:54:54 11 day. 12 Q. I think you were about to tell us that 13 you were not called the next day; correct? 14 A. Correct. 15 Q. Did you speak to Mr. Dubin that day? 11:55:03 16 A. I did. 17 Q. When? 18 A. My guess is around 12 o'clock. 19 Q. Noon? 20 A. Yes, sir. 11:55:14 21 Q. You called him? 22 A. Yes. 23 Q. What did you say to him and what did he 24 say to you? 25 A. I said, Dan Zwirn has not called me. 11:55:20 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299217

Page 134 1 Epstein 2 You promised me he was going to call me. 3 Q. What did Mr. Dubin say? 4 A. I'll get -- he said something to the 5 effect that it will happen, I'll get right back to 11:55:35 6 you. 7 Q. Did he say anything else in that call 8 that you remember? 9 A. No, sir. 10 Q. What happened next? 11:55:40 11 A. Dan Zwirn called me. 12 Q. When? 13 A. Probably a half hour to 45 minutes 14 later. 15 Q. Were you the only person on the phone 11:55:49 16 with him? 17 A. Yes, sir. 18 Q. What did he say to you and what did you 19 say to him? 20 A. He said, I understand -- I understand 11:55:56 21 you're upset. Let me explain what's happened. 22 There's been some accounting irregularities, and I 23 had to fire my CFO. I said, You already told me 24 that. What did he do? He said, Well, the amount 25 of money that's involved only is -- is less than a 11:56:20 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299218

Page 135 1 Epstein 2 couple hundred thousand dollars, a couple of basis 3 points, in accounting irregularities. 4 I said, Well, why did you fire him? I 5 at that point thought it was simply journal 11:56:38 6 entries being made back and forth, my 7 interpretation. He said, Well, we're going to 8 he has to be fired. I said, Fine. I want my 9 money out. This makes no sense to me. How -- 10 He said, Why do you want your money 11:56:55 11 out? I said, Because this makes no sense. You 12 can't tell me that attorneys who are attorneys for 13 the fund are not allowing you to tell me the 14 details of what's actually happened. 15 He said, Well, it's immaterial. I 11:57:09 16 said, Not to me. I want my money out. My 17 discipline's always been at the first smell of 18 trouble to get my money out. That's what I told 19 him. He said, Let me talk to Glenn. 20 Q. Anything else you recall from the 11:57:30 21 conversation? 22 A. I believe I said I want to speak to the 23 attorney. 24 Q. Anything else you recall from the 25 conversation? 11:57:46 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299219

Page 136 1 Epstein 2 A. Not sitting here today. 3 Q. So you stated that you thought it was 4 journal entries. What do you mean? 5 A. Well, it was the CFO -- it had been 11:58:06 6 portrayed to me as basically mere bookkeeping 7 inaccuracies, which happens quite often in funds 8 where you might -- especially if there's an 9 onshore and offshore fund where if you buy -- with 10 many clients it's not uncommon for an allocation 11:58:22 11 to be made after the fact of purchases or sales 12 and then reallocated. 13 Q. So from the phrase "accounting 14 irregularities" you assumed these were bookkeeping 15 inaccuracies? 11:58:38 16 A. Mere -- yes, sir. 17 Q. And when he refused to tell you what 18 they were, did you conclude they might be 19 something more? 20 A. I said I wanted to talk to the 11:58:48 21 attorney. Yes. 22 Q. He told you that it was only a couple 23 of basis points in terms of money? 24 A. Yes, sir. 25 Q. And when he used the phrase 11:59:01 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299220

Page 137 1 Epstein 2 "immaterial," didn't you understand that to mean 3 with respect to the amount of money involved? 4 A. Exactly -- I thought in fact both, the 5 fact that it was immaterial in terms of the 11:59:12 6 overall process, the overall honesty, the overall 7 integrity of what's been going on. "Immaterial" 8 had the double connotation of being both 9 immaterial to the operation of the fund that had 10 gone on and immaterial to the size of the number. 11:59:27 11 Q. And that's how you understood Mr. Zwirn 12 to be using the word? 13 A. I -- yes, sir. 14 Q. What happened after this call? 15 A. My best recollection is some days later 11:59:38 16 Harry Davis called me. 17 Q. Did talk to Mr. Dubin after the phone 18 call? 19 A. Yes, I did. 20 Q. Before you talk to Harry Davis? 11:59:55 21 A. My best recollection. 22 Q. How soon after this second phone call 23 with Mr. Zwirn did you speak to Mr. Dubin? 24 A. Right away. 25 Q. So you got off the phone, you picked up 12:00:06 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299221

Page 138 1 Epstein 2 the phone and called Mr. Dubin again? 3 A. Yes. 4 Q. As you had done a couple days earlier? 5 A. Yes, sir. 12:00:11 6 Q. In that phone call what did you say to 7 Mr. Dubin and what did he say to you? 8 A. I said, This is crazy. I am not 9 getting answers. I have 140-50 million dollars 10 with this person, and I'm not getting answers to 12:00:25 11 something that is supposedly immaterial. I need 12 and want answers. 13 Q. You said "supposedly immaterial"? 14 A. Yes. 15 Q. And what did Mr. Dubin say to you? 12:00:34 16 A. Relax, calm down, let me talk to Dan. 17 Q. Anything else you remember from the 18 call? 19 A. Not for that call, sir. 20 Q. Prior to your talking to the lawyer, 12:00:51 21 did you talk again to Mr. Dubin? 22 A. I might have. 23 Q. What do you recall? 24 A. I was pretty agitated. I don't 25 remember. 12:01:01 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299222

Page 139 1 Epstein 2 Q. Did you talk to anybody else about 3 these events before talking to the lawyer, Harry 4 Davis? 5 A. Well, again, since you've cautioned, 12:01:12 6 yes, I spoke to my in-house counsel. 7 Q. Was anybody else present when you spoke 8 to them? 9 A. Not to the best of my recollection. 10 Q. Did you speak to anybody other than 12:01:26 11 Mr. Indyke? 12 A. I could have. 13 Q. And who could you have spoken to? 14 A. Possibly Harry Beller. 15 Q. Who is Harry Beller? 12:01:37 16 A. He's an accountant. 17 Q. What's his position at your firm? 18 A. He's an accountant. 19 Q. Does he have a title? 20 A. No, we don't have titles. 12:01:44 21 Q. What are his responsibilities? 22 A. He's an accountant. 23 Q. I understand what his profession is. 24 What are his responsibilities? 25 A. He follows the numbers, the 12:01:55 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299223

Page 140 1 Epstein 2 investments. 3 Q. So he's in charge of tracking the 4 investments numerically, essentially? 5 A. Only numerically. 12:02:09 6 Q. Only numerically? 7 You don't recall whether you spoke to 8 him or not? 9 A. My best recollection, no. 10 Q. Did there come a time that you spoke to 12:02:27 11 the lawyer? Did there come a time when you spoke 12 to the lawyer, meaning Mr. Zwirn's lawyer, the 13 fund's lawyer? 14 A. Yes. 15 Q. When was that with respect to the 12:02:38 16 second phone call? 17 MALE SPEAKER: I'm sorry, this was not 18 Mr. Zwirn's lawyers; the fund's lawyer. 19 MR. SCHWARTZ: The fund's lawyer, 20 correct. 12:02:47 21 A. This was Harry Davis. 22 Q. When did you speak to Mr. Davis? 23 A. Sometime I would guess early October, 24 first or second week of October. 25 Q. By phone? 12:02:56 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299224

Page 141 1 Epstein 2 A. Yes, sir. 3 Q. Did you call him or did he call you? 4 A. I think he called me, and I returned 5 the call. 12:03:05 6 Q. Was anybody else on the call? 7 A. No, to the best of my recollection, on 8 my side. 9 Q. To the best of your recollection, what 10 did he say to you and what did you say to him? 12:03:11 11 A. He said, I'm calling to straighten out 12 the idea that Dan Zwirn told you that things were 13 immaterial at my direction. We don't really know 14 what's -- the full extent of what's gone on. 15 I don't think I let him finish the rest 12:03:33 16 of that sentence. I said, I was told that it was 17 immaterial. Now if you're telling me something 18 different, that was a lie. Are you suggesting 19 that you told -- and you know it. Are you 20 suggesting that you told Dan Zwirn to lie? 12:03:47 21 He said, I wouldn't characterize it 22 that way. I said, Yes, I know you're a lawyer 23 However, did you tell Dan Zwirn to lie to me? He 24 said, Well, before we know all the facts, I 25 represent all the limited partners, not just you. 12:04:04 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299225

Page 142 1 Epstein 2 Q. He told you he represents the limited 3 partners? 4 A. Yes, that he had to make a decision -- 5 he represented the fund, not just me as a limited 12:04:15 6 partner. 7 Q. He confirmed for you that he had 8 advised Mr. Zwirn to characterize what had 9 happened as immaterial; correct? 10 A. Correct. 12:04:31 11 Q. And he told you that they did not know 12 the full extent of what's going on; correct? 13 A. Correct. 14 Q. So is it fair to say that you concluded 15 from that that there might be more going on than 12:04:47 16 they were aware of at the time; correct? 17 A. With respect to accounting 18 irregularities only. 19 Q. Did you ask him that question? 20 A. No, I did not. 12:05:00 21 Q. Did he say that to you, that this is 22 only with respect to accounting irregularities? 23 A. He said the irregularities were 24 immaterial. 25 Q. He used the phrase also for himself? 12:05:09 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299226

Page 143 1 Epstein 2 A. Yes, he did. In fact, I think he 3 responded to the exact number -- my best 4 recollection is a couple hundred thousand dollars 5 in a several billion dollar fund. 12:05:21 6 Q. So when he used the phrase 7 "immaterial," it was in the context of giving you 8 a number; correct? 9 A. It was strictly in the concept -- 10 context of a numerical immateriality, not a legal, 12:05:30 11 ethical, or professional materiality, yes. 12 Q. Did he tell you what, if anything, was 13 being done to determine the full extent of what's 14 going on? 15 A. I don't believe on that call. 12:05:46 16 Q. Did you ever have another call with 17 him? 18 A. No. 19 Q. Anything else you remember from the 20 call that you haven't testified to yet? 12:05:55 21 A. Not sitting here at the moment. 22 Q. What did you do after that call with 23 respect to this? 24 A. I called Glenn Dubin. 25 Q. Again immediately, I take it? 12:06:10 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299227

Page 144 1 Epstein 2 A. Probably -- no, I think I went to 3 lunch. 4 Q. When you got back from lunch, you spoke 5 to Mr. Dubin? 12:06:21 6 A. Yes. 7 Q. What did you say to him and what did he 8 say to you? 9 A. I said, This is ridiculous. I want all 10 my money out. I can't have somebody I distrust 12:06:33 11 manage money for me. He is your guy. Make -- you 12 have to make sure this happens. 13 Q. What did Mr. Dubin say? 14 A. Let me get back to you, I'll find 15 out -- let me get back to you. 12:06:56 16 Q. So you told Mr. Dubin in that call that 17 you distrusted Mr. Zwirn; is that correct? 18 A. I told him that I was uncomfortable 19 with the situation, that I wasn't getting straight 20 answers, and I wanted all my money -- I was 12:07:14 21 focused on getting my money out. 22 Q. And one of the reasons you were 23 focusing on getting your money out is that you 24 were afraid this was material in a way that was 25 not just numerical; correct? 12:07:28 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299228

Page 145 1 Epstein 2 A. No, I decided that I was not being told 3 the full story. It doesn't need to rise to any 4 great level of mis -- of misappropriation. I 5 decided that if I'm not being told the full story 12:07:40 6 and they have $150 million of my money, I want my 7 money. 8 Q. And what did Mr. Dubin say to you? 9 A. Let me -- let me see what I can do, 10 something to the effect of let's -- just relax, 12:07:53 11 calm down, I'll get back to you. 12 Q. What's the next thing you recall? 13 A. The next thing is that he said -- Glenn 14 Dubin called me. 15 Q. When? 12:08:08 16 A. Sometime between October 1st and the 17 15th would be my best -- I'm giving you a series 18 of calls. I can't tell you exactly the right 19 sequence -- to say that he understood that I 20 wanted all my money. He told -- and Dan 12:08:23 21 understood I wanted all my money. 22 However, Dan suggested that I as the 23 initial investor as well as a very large investor, 24 if I demanded all my money, would cause a run on 25 the bank and that other investors might follow and 12:08:40 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299229

Page 146 1 Epstein 2 it would sort of destroy the fund. 3 Q. What else was said? 4 A. He said, I talked to Dan, and he asked 5 if you could reduce your full demand of your 134 12:08:59 6 million to half of that number. I said, Half the 7 number is 67 million. I want more out, on a 8 couple of conditions. I need to know is 9 Highbridge staying in. 10 I understood from Glenn that Highbridge 12:09:23 11 had more than $600 million or more than 500 -- 12 between 500 and I think 750 in, and I said, If 13 you're going to leave Highbridge's money in, I 14 will leave half my money in. 15 He said, Highbridge is staying in. 12:09:39 16 They're calling in an accounting firm to make sure 17 that the assets -- the NAV is as represented. And 18 I spoke to Dan, and we've agreed -- he agreed to 19 have you only take out the $80 million, and I 20 appreciate it. 12:09:58 21 Q. Is this one phone call or more than one 22 phone call with Mr. Dubin? 23 A. It could be more. The conversations 24 with Glenn could be two phone calls. The subject 25 was the same. 12:10:17 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299230

Page 147 1 Epstein 2 Q. When he first mentions a number to you, 3 it's half of how much? 4 A. Of my capital account, my single 5 capital account, of 134 million. 12:10:24 6 Q. So you understood -- 7 A. He was proposing a redemption of 67 8 million. 9 Q. And then you told him that's not 10 sufficient? 12:10:35 11 A. That's correct. I said I would take -- 12 I would take 80. 13 Q. You said you would take 80 right in 14 that phone call? 15 A. That's correct. 12:10:41 16 Q. And 80 representing what you had 17 actually put in? 18 A. No, nothing to do with what I put in. 19 It was more than half, somewhat more than half. 20 It was a round number. 12:10:50 21 Q. And did he tell you in that 22 conversation that that's okay? 23 A. He said he would talk to Dan. 24 Q. And what happened? He called you back? 25 A. He then -- yes, he called me back. He 12:10:58 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299231

Page 148 1 Epstein 2 mode the proposal that I take out only half, 67. 3 I said, Fine, how about 80. He said, Let me see, 4 and he'll get back to me. 5 He called me back with Dan on the phone 12:11:13 6 and said yes, the 80 -- I've told Dan you're doing 7 him a favor, you're leaving half -- more than -- 8 almost half your money in, and you have your 9 redemption request for $80 million. 10 Q. Let's take this one step at a time. 12:11:26 11 A. Sure. 12 Q. He calls you. He asks you take out 13 that Dan's agreed to let you take out half; 14 correct? 15 A. I want to be precise. I wanted all my 12:11:39 16 money. 17 Q. You wanted -- yes. And he said Dan 18 will let you take out half or there's a run on the 19 bank? 20 A. No, he said Dan will ask you as a 12:11:49 21 favor, not to take out -- as a favor, not to take 22 out all your money. Take out half the money 23 because if you request all of it you could trigger 24 a run on the bank. 25 Q. You said the least you would be willing 12:12:03 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299232

Page 149 1 Epstein 2 to take out was $80 million? 3 A. Correct. 4 Q. And you asked him in that phone call 5 whether Highbridge was staying in the fund? 12:12:10 6 A. Correct. 7 Q. And he told you they were? 8 A. Yes. I was concerned that since I 9 would have an additional 53 million-54 million 10 dollars in there that I wanted to make sure that 12:12:19 11 the balance of my money was also safe. 12 Q. And you considered that to be a 13 material condition for your leaving in the balance 14 of your money? 15 A. It was not a condition; it was a 12:12:27 16 decision. 17 Q. A material fact for you to decide to 18 leave in -- 19 A. Yes, sir. 20 Q. -- the rest of your money? 12:12:37 21 A. Yes. 22 Q. And you said to him, If you leave in 23 your money, I will leave in mine? 24 A. I did not say that. 25 (Pause.) 12:13:39 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299233

Page 150 1 Epstein 2 Q. You said that if he left in 3 Highbridge's money you would leave -- strike that. 4 Here is your testimony. 5 A. Sure. 12:13:53 6 Q. I understand from -- that he's saying 7 to you, "I understand from Glenn that Highbridge 8 had more" -- no, this is -- "I understand from 9 Glenn that Highbridge had more than $600 million 10 or more than 500 -- between 500 and I think 750 12:14:04 11 in. And I said if you're going to leave 12 Highbridge's money in, I'll leave half my money 13 in." 14 A. Yes. 15 Q. "And I said if you're going to leave 12:14:08 16 Highbridge's money in, I will leave half my money 17 in." Did you say that? 18 A. I misspoke, then. It was not a 19 condition. I said for my decision process, since 20 Highbridge was leaving some of its money in, I 12:14:19 21 would be more -- I was comfortable leaving my 53 22 additional in. 23 Q. That was an important fact to you? 24 A. Very. 25 Q. After he tells you he's going to get 12:14:34 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299234

Page 151 1 Epstein 2 back to you; correct? 3 A. Which? There's a couple of times. 4 Q. On this phone call -- 5 A. Yes, sir. 12:14:42 6 Q. -- where you said 67 isn't going to do 7 it -- 8 A. Correct. 9 Q. -- he says I'll get back to you. 10 A. Yes. 12:14:47 11 Q. Did you have any conversations before 12 he got back with you about anybody else about this 13 matter? 14 A. Potentially my in-house counsel, just 15 the people who work with me. 12:14:56 16 Q. Do you remember whether you actually 17 had conversations with him? 18 A. I do not recall with specificity, but I 19 probably -- I do not recall. 20 Q. Did you talk to anybody about the 12:15:04 21 lockup at that point? 22 A. No. 23 Q. When was the next time you spoke to 24 Mr. Dubin? 25 A. He called me back with Dan Zwirn on the 12:15:28 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299235

Page 152 1 Epstein 2 phone. 3 Q. How much after this last conversation 4 was that? 5 A. Either -- I don't recall specifically 12:15:36 6 if it was the same day or the next day, but it was 7 very soon afterwards. 8 Q. And he calls you? 9 A. Yes. 10 Q. And he announces, I have Dan on the 12:15:45 11 phone? 12 A. I will get Dan on the phone. 13 Q. And so while you're on the phone, he 14 conferences Dan in? 15 A. Yes. 12:15:53 16 Q. Anybody else on the phone that you knew 17 of other than the three of you? 18 A. Not to the best of my knowledge, no. 19 Q. Tell us the conversation that ensued 20 and who said what. 12:16:03 21 A. Glenn said, Jeffrey, Dan's on the 22 phone, and he's agreed. He thinks -- there's a 23 thank you -- I think Dan said, Thank you for 24 basically reducing your demand to only the $80 25 million, and we're doing what we can to find out 12:16:22 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299236

Page 153 1 Epstein 2 sort of all the details of what's going on. We've 3 called in a firm to make sure that the NAV, so 4 your other $53 million is safe, so you shouldn't 5 be concerned. And if you would like, we can set 12:16:35 6 up a meeting with Harry and you, and we can go 7 through every position we have so that you can 8 make sure it's okay. 9 Q. And that was Glenn Dubin speaking? 10 A. No, Dan Zwirn. You asked me -- they 12:16:53 11 were both on the phone. 12 Q. Yes, I did. I just want to be -- 13 A. Yeah, right. 14 Q. Can we go back to the conversation 15 again, because I may have missed it, and be 12:17:03 16 specific as to who said what. 17 A. Sure. Dan said, Thank you for reducing 18 the demand to $80 million. That will help. It 19 will avoid the run on the bank. And with respect 20 to making sure that you feel comfortable with 12:17:16 21 respect to the balance of your money there, your 22 additional 53 or 54 million dollars, we can set up 23 a meeting if you'd like with Harry Beller, my 24 accountant, and you and Glenn and the accountants 25 to give you some comfort that the balance of the 12:17:32 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299237

Page 154 1 Epstein 2 NAV is represented has been sort of well 3 thought through. 4 Q. Did Mr. Zwirn in that conversation use 5 the phrase "run on the bank"? 12:17:44 6 A. Yes, my best recollection. 7 Q. What did he say about that? 8 A. Thank you for reducing your demand to 9 the $80 million; otherwise there could have been a 10 run -- as you know -- I think as of Glenn -- my 12:17:56 11 best recollection would be as of Glenn mentioned 12 to you, that could have caused a run on the bank. 13 It was sort of a thank-you call, I agreed to the 14 80 million. 15 Q. Did Glenn say anything on the call? 12:18:06 16 A. No. 17 Q. Did Mr. Zwirn say anything else that 18 you recall as you sit here? 19 A. To set up a meeting so my staff can go 20 through with the accounting firm all the positions 12:18:16 21 one by one. 22 Q. Anything else that you recall? 23 A. No, sir. 24 MR. SCHWARTZ: Steve, I have 12:20. 25 MR. SUSMAN: Okay. 12:18:24 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299238

1 2 3 4 Epstein THE WITNESS: Thank you, guy. THE VIDEOGRAPHER: Stand by. going off the record. The time is Page 155 We are 12:17 p.m. 5 This is the end of Tape Number 3. 12:18:34 6 (Time noted: 12:17 p.m.) 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299239

Page 156 1 2 AFTERNOON SESSION 3 (Time noted: 1:51 p.m.) 4 THE VIDEOGRAPHER: We are back on the 5 record. The time is 1:51 p.m. This is the 01:52:45 6 beginning of Tape Number 4. 7 JEFFREY EPSTEIN , 8 resumed as a witness, having been previously 9 sworn by the notary public, was examined and 10 testified further as follows: 11 EXAMINATION CONTINUED BY 12 MR. SCHWARTZ: 13 Q. Mr. Epstein, when we broke off, you had 14 just finished telling us about a conversation on a 15 conference call with Mr. Zwirn and Mr. Dubin. 01:52:58 16 With respect to this matter, what 17 happened next? 18 A. Do you want to bring me back to 19 which call, I'm sorry? 20 Q. I'll read you your testimony. 01:53:13 21 A. Please. Thank you. 22 (Discussion off the record.) 23 Q. Sure. Dan said, Thank you for reducing 24 the demand to 80 million. That will help. It 25 will avoid a run on the bank. And with respect to 01:54:22 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299240

Page 157 1 Epstein 2 making sure that you feel comfortable with respect 3 to the balance of your money there, your 4 additional 53 or 54 million dollars, we can set up 5 a meeting if you like with Harry Beller it came 01:54:31 6 out here as CK -- et cetera, et cetera. 7 Do you remember? That's the 8 conversation we're talking about? 9 A. Yes, sir. 10 Q. That's the conversation with the three 01:54:44 11 of you; correct? 12 A. Yes, sir. 13 Q. What happened next? 14 A. In terms of? 15 Q. In terms of this whole matter, in terms 01:54:48 16 of your investment. 17 A. My best recollection is we then filled 18 out a redemption request for $80 million. I 19 submitted it on November 13th, I believe. 20 Q. Who did you instruct to do that, if 01:55:09 21 anyone? 22 A. I would agree -- most likely Darren 23 Indyke. 24 Q. Do you know if he used a form or he 25 used his own letter? 01:55:25 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299241

Page 158 1 Epstein 2 A. I don't know. 3 Q. When did you send that with respect to 4 the conversation with Mr. Zwirn and Mr. Dubin? 5 A. I personally don't send things. 01:55:36 6 Q. Do you have an understanding as to when 7 it was sent with respect to the timing of the 8 conversation with the three of you? 9 A. It would be shortly thereafter. 10 MR. SCHWARTZ: We're going to mark this 01:56:19 11 as Exhibit 5. 12 (Exhibit 5, letter dated 11/13/06 from 13 FTC and Zwirn, Bates-stamped JE 2000, marked 14 for identification.) 15 (Discussion off the record.) 01:56:31 16 MR. SCHWARTZ: Exhibit 5 is a 17 memorandum on the letterhead of Financial 18 Trust Company and Zwirn dated November 13, 19 2006, with the Bates number JE 2000. 20 Q. Do you recognize that to be your 01:56:46 21 signature? 22 A. I recognize the signature. 23 Q. Is it yours? 24 A. It could be Harry Beller signing for 25 me. 01:56:55 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299242

Page 159 1 Epstein 2 Q. Did you read this before it went? 3 A. I couldn't -- I don't recall. 4 Q. Would Harry Beller be authorized to 5 sign something you hadn't read on your behalf? 01:57:03 6 A. Yes. 7 Q. Is that similar to the way you would 8 have signed it? 9 A. Yes. 10 Q. Harry has developed an ability to mimic 01:57:14 11 your signature? 12 A. Remarkably so. 13 Q. The date of this is November 13, 2006. 14 Does that help you date the conversation in which 15 the three of you -- you, Mr. Dubin, and 01:57:27 16 Mr. Zwirn -- discussed your redemption? 17 A. Yes. 18 Q. How does it help? 19 A. It would be before this. 20 Q. Do you have a ballpark as to how early 01:57:38 21 or before? 22 A. No. It could be as much as -- no. 23 Q. As much as how much? 24 A. Anywhere between October 15th and 25 November 13th. I don't remember the first 01:57:50 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299243

Page 160 1 Epstein 2 telephone call, the telephone call with respect to 3 the 80 million, how long after that was this 4 letter. 5 Q. So the first sentence, the only 01:57:57 6 sentence, above the instructions says, as per our 7 conversation, I hereby instruct you to immediately 8 liquidate an interest in the amount of $80 million 9 of Financial Trust Company's interest in 10 D.B. Zwirn Special Opportunities Fund, L.P., and 01:58:13 11 then it gives wire instructions; correct? 12 A. That's what it says. 13 Q. When were you expecting your position 14 to be liquidated? 15 A. Immediately. 01:58:26 16 Q. And is that what you were asked 17 prior to sending this and the conversation that 18 you had with Mr. Dubin and Mr. Zwirn, did you have 19 any other conversations with Mr. Dubin or 20 Mr. Zwirn about the investment? 01:58:48 21 A. III sorry, you have to repeat the 22 question. 23 Q. Prior to sending this memorandum or 24 having it sent 25 A. Yes. 01:59:06 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299244

Page 161 1 Epstein 2 Q. and after the conversation you had 3 with Mr. Dubin and Mr. Zwirn together, did you 4 have any other conversations with Mr. Dubin or 5 Mr. Zwirn about the investment? 01:59:15 6 A. I don't recall. If you have something 7 to show me that might refresh my recollection, 8 please, feel free. 9 Q. I do feel free to do that. 10 A. Okay. Thank you. 01:59:46 11 Q. Well, did you ever have a conversation 12 in which Mr. Zwirn identified the particular 13 issues as to why Mr. Gruss had been terminated? 14 A. Yes. 15 Q. When was that? 02:00:02 16 A. Sometime in October. 17 Q. So it was before you sent this 18 redemption? 19 A. My best recollection. 20 Q. And was it before the conversation in 02:00:13 21 which you discussed $80 million with Mr. Dubin and 22 Mr. Zwirn? 23 A. I don't recall. 24 Q. What do you recall Mr. Zwirn saying to 25 you in that conversation? 02:00:28 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299245

Page 162 1 Epstein 2 A. There was a conversation -- and I can't 3 pin down exactly when in October; it was I think 4 after October 15th, around the 20th -- that he 5 said that there was monies that were improperly 02:00:40 6 moved from the onshore fund -- from the offshore 7 fund to the onshore fund, that there were more 8 details of what was perceived or presented as an 9 accounting problem, that the onshore fund was -- 10 had borrowed money from the offshore fund and the 02:01:04 11 interest rate wasn't -- was going to be adjusted. 12 Therefore there was a bunch of journal 13 entries that were going to have to be done, and 14 the amount of money, however, was only a couple of 15 basis points of an adjustment. So that was really 02:01:18 16 the issue. 17 Q. That's the only thing he told you? 18 A. That I can recall, yes, sir. 19 Q. Did he tell you that in certain months 20 over a two-year period management fees earned by 02:01:37 21 DBZ Co. were advanced after they had been earned 22 but prior to when they were payable? 23 A. I remember hearing about that. I 24 can't -- I don't recall with specificity whether 25 it was on the telephone call or some time later. 02:01:51 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299246

Page 163 1 Epstein 2 Q. But you do remember him telling you is 3 that on one occasion where fund assets 4 constituting approximately one basis point were 5 used to pay for nonfund expenses? Do you recall 02:02:04 6 him telling you that? 7 A. No. 8 Q. Do you recall him telling you that 9 funds were returned within 45 days? 10 A. No. 02:02:13 11 Q. Do you recall him telling you that the 12 management company paid the interest on those 13 funds? 14 A. No. 15 Q. Excuse me, that interest was paid by -- 02:02:25 16 to the LP by the management company? You don't 17 recall him telling you that? 18 A. No, I have a recollection of him saying 19 that there were, again, accounting errors that 20 someone someone had received too much money, 02:02:38 21 whether it be the management company, and they had 22 made the appropriate journal entries/refund. 23 Q. Do you recall him telling you in words 24 or substance that in the earlier phone call -- 25 that in an earlier phone call in which he told you 02:02:55 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299247

Page 164 1 Epstein 2 about Perry Gruss's departure he had not disclosed 3 the two issues we discussed because they were 4 deemed immaterial and in consultation with our 5 advisors but they now had additional information 02:03:09 6 to tell you? 7 A. No. 8 Q. Do you recall him telling you in any 9 phone call that there was a reporting error of 10 approximately $3 million expense that was 02:03:17 11 misapplied in March $2006 and subsequently 12 reversed in April and May $2006? 13 A. No. 14 Q. Do you recall him ever telling you that 15 there were -- that they had become aware of 02:03:30 16 certain interfund transfers over a 13-month period 17 that should not have occurred? 18 A. That's what I just described. 19 Q. And did he tell you that those 20 transfers were approximately $108 million? 02:03:45 21 A. I don't believe that was the number -- 22 the transfers were over $108 million? 23 Q. Transfers were approximately -- 24 A. No. 25 Q. Excuse me, that the average amount of 02:03:57 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299248

Page 165 1 Epstein 2 the transfers outstanding during the period were 3 approximately $108 million. 4 A. No. 5 Q. Did he tell you that the interest rate 02:04:03 6 of the transfers totaled approximately $8 million? 7 A. No. 8 Q. Did he tell you they had not been 9 properly booked, that they were now being properly 10 booked, and that the LP would be reimbursed with 02:04:16 11 interest by January? 12 A. No. 13 Q. Did he tell you the management company 14 would bear the cost of the interest? 15 A. No. 02:04:24 16 Q. When the November 13th memorandum went 17 out, were you aware that it had been sent? 18 A. Could you repeat -- when it went out, 19 I'm sorry? 20 Q. It's dated November 13. Do you have 02:05:06 21 any reason to believe -- take a look at the second 22 page. You see a fax second page of Exhibit 5. 23 A. Yes. 24 Q. Do you see that it went out on November 25 13 at 6:09 p.m.? 02:05:19 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299249

Page 166 1 Epstein 2 A. Okay. 3 Q. Did you know at or about the time that 4 it went out that it had actually been sent? 5 A. No. 02:05:27 6 Q. Is that something Mr. Beller would have 7 told you: We made the redemption request? 8 A. I would have said, after the telephone 9 call with Dan and Glenn: Make sure I get my 10 money, but that's probably all. 02:05:41 11 Q. And that's all you would have said to 12 Mr. Beller? 13 A. Correct. 14 Q. And he wouldn't have reported to you 15 his efforts to get that money? 02:05:46 16 A. I don't think so. 17 Q. Do you recall at or about this time 18 scheduling any meetings with Mr. Zwirn or 19 attempting to schedule meetings with Mr. Zwirn? 20 A. I remember Mr. Zwirn attempting to 02:06:39 21 schedule a meeting. 22 Q. What do you remember about that? 23 A. As per the last conversation, I think 24 he was attempting to have a follow-up to convince 25 me -- or to let me and Harry Beller with Glenn 02:06:52 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299250

Page 167 1 Epstein 2 Dubin and someone else, to the best of my 3 recollection, review each position one at a time. 4 Q. And did that meeting take place? 5 A. No. 02:07:10 6 Q. Why? 7 A. I felt it was a waste of time, because 8 in fact the securities would have to be -- would 9 take a great deal of time, in any large hedge fund 10 to be valued, that in fact if Highbridge was 02:07:21 11 staying in, eventually that asset -- I agreed the 12 $80 million, he had agreed the $80 million. 13 The net asset value would be what it 14 was, but it would take a while for an accounting 15 firm to go through a complicated $4 billion 02:07:35 16 portfolio. By the time November 22nd or 23rd -- I 17 think he wanted it ten days or two weeks later -- 18 it wouldn't be enough time. So the information 19 would have been a waste of my time. 20 As I told you before, I don't have a 02:07:47 21 lot of patience. 22 Q. Did Mr. Beller ever tell you that on or 23 about November 13, 2006, he had a phone call with 24 Dan Zwirn in which Dan Zwirn explained to him the 25 lockups that applied to your account? 02:08:21 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299251

Page 168 1 Epstein 2 A. My best recollection was -- ask me the 3 question again, sorry? 4 Q. Did Mr. Beller ever tell you that on or 5 about November 13, 2006, he had a phone call with 02:08:35 6 Dan Zwirn in which Dan Zwirn explained to him the 7 lockups that applied to your account? 8 A. Yes. 9 Q. Was anybody else present when 10 Mr. Beller explained this to you? 02:08:51 11 A. Not to my best recollection. 12 Q. Where was this conversation? 13 A. My best guess was in my office. 14 Q. One or more conversations? 15 A. It was in response to me asking if I 02:08:59 16 need to get my additional monies out how long 17 would it take me to get my additional monies out. 18 I want to make sure that since now something's 19 odd, I'm not sure I'm being told the truth, that 20 if I need my additional $54 million how long 02:09:16 21 when can I get it? 22 Q. And what did he tell you? 23 A. He was going to find out. 24 Q. And did he report back to you? 25 A. I don't recall. 02:09:26 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299252

Page 169 1 Epstein 2 Q. Why was it important to you to have a 3 unified -- a single date on which you could 4 withdraw all of your funds, a single lockup date 5 for all your tranches? 02:09:46 6 A. I always -- I don't understand the 7 question. 8 Q. You testified earlier -- 9 A. Yes. 10 Q. that you understood both before and 02:09:54 11 after January 2005 -- 12 A. Yes, sir. 13 Q. -- that there was a single lockup 14 period that applied to all the tranches of your 15 investments with this fund. 02:10:04 16 A. Correct. 17 Q. Why was that important to you? 18 A. In the event that -- again, I -- what 19 was important to me was that my money not be 20 locked up for more than two years and, if problems 02:10:16 21 develop, I'm able to get my money quickly. 22 Q. Wouldn't you have wanted to get 23 whatever part of your money you could quicker at 24 an earlier time if you could? 25 A. That's not the way I think about it. 02:10:29 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299253

Page 170 1 Epstein 2 Q. Going back to the conversations with 3 Mr. Beller, you told him that you wanted him to 4 talk to Zwirn -- 5 A. I didn't say that. 02:10:44 6 Q. -- or you told him you wanted to find 7 out about the remainder of your money, and to the 8 best of your recollection, he never reported back 9 to you about any communications he had? 10 A. Correct. 02:10:54 11 Q. Did he at any time tell you that he had 12 conversations with people -- either with Mr. Zwirn 13 or people at Mr. Zwirn's office about the lockups? 14 A. Yes. 15 Q. When did he tell you that? 02:11:13 16 A. When the -- I believe somewhere after 17 the first of the year of February when they said 18 they weren't going to give me my $80 million back. 19 They had been -- that he was apoplectic that he 20 had been misled by Dan Zwirn that somehow I'm 02:11:33 21 not -- I wasn't -- not only was I not getting my 22 full amount, my initial demand, but now the $80 23 million was now in some type of controversy. 24 Q. Between November 13 and January 1, did 25 you have any conversations with anybody about 02:11:56 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299254

Page 171 1 Epstein 2 getting your $80 million? 3 A. I assumed I was getting my $80 million. 4 MR. SUSMAN: That wasn't the question. 5 THE WITNESS: Sorry. 02:12:06 6 MR. SUSMAN: "Yes" or "no." 7 Q. Did you have any conversations with 8 anybody about getting the $80 million? 9 A. I don't recall. 10 Q. Did you ever say to Harry Beller: 02:12:11 11 Harry, call these guys and find out where the $80 12 million is -- 13 A. I don't think so. 14 Q. -- in words or substance? 15 A. I don't think so. 02:12:21 16 Q. Did you ever say to Glenn Dubin: You 17 guys promised me $80 million, where is it, in 18 words or substance? 19 A. No. 20 Q. You were expecting to be paid 02:12:30 21 immediately; correct? 22 A. No, I was expecting to be paid around 23 March. 24 Q. And why were you expecting to be paid 25 around March? 02:12:37 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299255

Page 172 1 Epstein 2 A. Because I understood that in most 3 things -- most hedge funds take some time to get 4 accountings done properly, and before they pay out 5 a check, I thought I was money good for my $80 02:12:46 6 million and it would happen -- as in every 7 transaction I have ever engaged in, when someone 8 tells me I'm getting paid, I usually get paid. 9 Q. So when the letter used the word 10 "immediately," you understood that to be sometime 02:13:00 11 around March? 12 A. It meant basically sell keep my 13 position -- yes, I'm sorry, yes. 14 MR. SCHWARTZ: Mr. Susman, you are 15 nodding and shaking your head at different 02:13:13 16 times depending on what's going on. I don't 17 know whether Mr. Epstein sees you or not; I 18 imagine he doesn't. But I would ask you do 19 not do it. 20 Q. Do you have any recollection of these 02:14:05 21 meetings concerning the NAV actually being set up 22 and then canceled at your instance? 23 A. I remember seeing a document that 24 reflected such a thing. 25 Q. Do you have any memory independent of a 02:14:19 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299256

Page 173 1 Epstein 2 document? 3 A. No. 4 Q. Did you have any conversations that you 5 recall with Dan Zwirn between the last 02:14:26 6 conversation you relayed to us in which Mr. Dubin 7 was involved and the end of the year? 8 A. The end of that year? 9 Q. The end of 2006. 10 A. Not to the best of my recollection. 02:14:49 11 Q. Do you recall calling Dan Zwirn on 12 November 14? 13 A. No. 14 Q. Do you recall telling Glenn Dubin that 15 you wanted to talk to Dan Zwirn on November 14th, 02:16:03 16 or thereabouts? 17 A. No, I don't recall. 18 Q. Do you recall speaking with Dan Zwirn 19 and asking him to bring certain deliverables to 20 him when he comes to your office? 02:16:16 21 A. What's a deliverable? 22 Q. The answer is no? 23 A. No. 24 Q. Did you ask him to bring anything with 25 him? Did you ever ask him to bring anything to 02:16:26 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299257

Page 174 1 Epstein 2 your office, any statements, any records? 3 A. Me? 4 Q. Yes. 5 A. No. 02:16:34 6 Q. Do you recall wanting to do an 7 assignment of the partnership interests in 8 D.B. Zwirn Special Opportunities Fund from 9 Financial Trust Company to JEEPERS? 10 A. Yes, sir. 02:16:54 11 Q. What was the purpose of that, sir? 12 A. I -- it was to -- D.B. Zwirn had a New 13 York-sourced income that was -- showing New 14 York-sourced income. As my business is a Virgin 15 Islands entity, I wanted to be extra clear that I 02:17:16 16 was not in an active trade or business myself and 17 through Financial Trust Company in New York. So 18 we formed a wholly owned subsidiary called 19 JEEPERS. 20 Q. Which was the wholly owned subsidiary 02:17:31 21 of Financial Trust Company? 22 A. Yes, sir. 23 Q. Financial Trust Company is located 24 where? 25 A. The Virgin Islands, U.S. Virgin 02:17:38 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299258

Page 175 1 Epstein 2 Islands. 3 Q. And the subsidiary was a U.S. Virgin 4 Islands subsidiary? 5 A. It's a qualified sub S, is my best 02:17:44 6 recollection. 7 Q. Can you tell us what professionals 8 advised you with respect to that? 9 A. The accountants. 10 Q. Who were they? 02:17:57 11 A. George Delson & Associates. 12 Q. That's the outside accounting firm you 13 used? 14 A. Yes, sir. 15 Q. Did you discuss with any outside 02:18:03 16 counsel in getting this assignment? 17 A. I don't think so. 18 Q. Was this on the advice of -- 19 A. When you say "outside counsel," my 20 outside counsel? 02:18:14 21 Q. Yes, your outside counsel? 22 A. Not Davis Polk or anybody else who was 23 I think somebody else. The answer is no. 24 Q. Let's start with your outside counsel. 25 A. I don't think so. 02:18:24 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299259

Page 176 1 Epstein 2 Q. Did you discuss with anybody else's 3 outside counsel? 4 A. I think -- my -- no, no. 5 Q. Did you undertake this at -- whose idea 02:18:31 6 was this? 7 A. I don't recall. 8 Q. Had you asked the accountants to look 9 into it, or had they come to you and said, We've 10 looked? 02:18:47 11 A. I don't know which happened first. 12 Q. Who else did you talk to about it other 13 than your accountants? 14 A. I might have spoken I don't recall 15 with specificity, but it wasn't a secret, so there 02:19:12 16 was conversations about it, maybe Glenn Dubin. 17 Q. Was there going to be an immediate tax 18 savings to having done this? 19 A. No, not to the best of my knowledge. 20 Q. So the purpose was prophylactic and not 02:19:30 21 actually to gain a savings? 22 A. That's correct. 23 Q. You viewed this as important to the 24 company to do? 25 A. I viewed it as professional to do. 02:19:42 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299260

Page 177 1 Epstein 2 Q. And you understood that you needed -- 3 that you needed D.B. Zwirn Special Opportunities 4 Fund's consent to be able to do it? 5 A. Again? 02:20:01 6 Q. Did you understand that you needed the 7 fund's consent to be able to do it? 8 A. I don't know specifically. 9 Q. Did you talk to Mr. Dubin about 10 obtaining the fund's consent to do it? 02:20:13 11 A. I believe so. 12 Q. What did you say to Mr. Dubin about 13 that? 14 A. That I wanted to get it done. 15 Q. Did Mr. Dubin tell you you need the 02:20:26 16 consent of the fund to do it? 17 A. I don't recall. 18 Q. You sought the consent of the fund; 19 correct? 20 A. I don't know -- I don't know if -- I 02:20:35 21 believe we sought the consent of the fund. You're 22 asking me if it was required. I don't know if it 23 was required. 24 Q. Did you ask Mr. Dubin to speak to 25 Mr. Zwirn about getting this document? 02:21:00 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299261

Page 178 1 Epstein 2 A. It's possible. 3 Q. Did you in any way indicate to 4 Mr. Dubin that you would be prepared to relinquish 5 your $80 million withdrawal if the fund helped you 02:21:18 6 with that? 7 A. Definitely not. 8 Q. Did the fund provide assistance in 9 doing this for you? 10 A. Assistance, I'm sorry? 02:21:32 11 Q. Do you know if the fund undertook any 12 activity so that you could do this? 13 A. I believe they agreed to the 14 assignment. 15 Q. Is that all you recall? 02:21:39 16 A. Yes. 17 Q. And you recall no conversations with 18 anybody other than your accountants about this, as 19 you sit here today? 20 A. Again, I could have spoken to Glenn 02:21:57 21 saying I wanted to get it done by the end of the 22 year, would be the only thing I could remember. 23 Q. Well, did you ever tell Glenn to make 24 sure that Zwirn wrapped it up? 25 A. It's possible. 02:22:15 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299262

Page 179 1 Epstein 2 Q. Do you recall that? 3 A. It's possible. 4 Q. I didn't ask whether it was possible; I 5 asked whether you recall it. 02:22:21 6 A. Not with specificity, no. 7 Q. Do you recall generally? 8 A. Yes. I wanted to get it done by the 9 end of the year. 10 Q. And do you recall being a little 02:22:29 11 impatient that it wasn't getting done by the end 12 of the year? 13 A. I'm always impatient. 14 Q. Do you recall telling Mr. Dubin to tell 15 them to wrap it up? 02:22:37 16 A. I wanted the transaction done by the 17 end of the year. So it's possible that I said 18 make sure it gets done by the end of the year. 19 Q. And you needed their consent to get it 20 done by the end of the year; correct? 02:22:47 21 A. I don't know. 22 Q. Well, would you have told Mr. Dubin to 23 make sure it gets done by the end of the year if 24 you didn't need their consent to do it? It was 25 your understanding at the time that you needed 02:22:55 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299263

Page 180 1 Epstein 2 their consent; correct? 3 A. I don't know. 4 Q. So you would have told Mr. Dubin to 5 make sure they get it done by the end of the year 02:23:07 6 even though you may not have needed their consent? 7 A. Right. 8 Q. Would you have discussed with your 9 in-house counsel whether their consent was needed? 10 A. I don't recall. 02:23:24 11 Q. Is that the kind of topic you would 12 have taken up with your in-house counsel? 13 A. I don't think so. 14 Q. Would you have discussed with your 15 accountants whether you needed the consent? 02:23:36 16 A. I would just say get it done. 17 Q. And part of getting it done appears to 18 have been getting their consent. Who advised you 19 with respect to that? 20 A. I would say get it done, and I assume 02:23:46 21 it gets done. 22 Q. Well -- 23 A. You're asking me... 24 Q. When you put in a new telephone line in 25 your office, you don't call Mr. Dubin and say get 02:23:57 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299264

Page 181 1 Epstein 2 it done, do you? 3 A. Mr. Dubin? 4 Q. Yes, Mr. Dubin. 5 A. No. 02:24:03 6 Q. You called Mr. Dubin here, and you said 7 get it done with Zwirn; correct? 8 A. You're going to raise your voice now? 9 Sorry. 10 Q. Are you going to answer the question, 02:24:12 11 sir? 12 A. Repeat the question? 13 You called Mr. Dubin and you said get 14 it done with Zwirn; correct? 15 MR. SUSMAN: If you know. 02:24:21 16 A. No. 17 Q. What did you say to him? 18 A. My best recollection was I said 19 something about let's see if we can wrap it up. 20 Q. And when you buy a new telephone 02:24:29 21 system, you don't ask him to wrap it up; correct? 22 A. Correct. 23 Q. You felt you needed Zwirn's approval; 24 correct? 25 A. No. 02:24:37 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299265

Page 182 1 Epstein 2 Q. Just wrap it up, ambiguous, doesn't 3 matter who you wrap it up with, is that what 4 does "wrap it up" mean? 5 A. Try to get it finished. 02:24:46 6 Q. With whom? 7 A. Zwirn. 8 Q. In fact, it was finished; right? 9 A. I believe so. 10 MR. SCHWARTZ: Exhibit 6, please. 02:25:18 11 (Exhibit 6, assignment, marked for 12 identification.) 13 MR. SCHWARTZ: How much time have we 14 been on the record since lunch? 15 THE VIDEOGRAPHER: Thirty-three 02:25:26 16 minutes. 17 Q. Do you recognize this to be the 18 assignment? 19 A. That's what it says. 20 Q. And it is in fact consented to by 02:25:44 21 D.B. Zwirn Partners and Zwirn Holding 22 D.B. Zwirn Partners by the holding company? 23 A. Yes. 24 Q. And it was executed prior to the end of 25 the year; correct? 02:26:05 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299266

Page 183 1 Epstein 2 A. Correct. 3 Q. Do you have any recollection of having 4 spoken to Mr. Dubin on the subject of the 5 withdrawal of your accountant or part of your 02:26:46 6 accountant between the time of the three-way call 7 and the end of the year? 8 A. I have no specific recollection. 9 Q. In fact, you have no recollection of 10 having any conversation in that time period with 02:27:07 11 anybody other than telling Mr. Beller to get it -- 12 to effectuate the withdrawal; correct? 13 A. Correct. 14 Q. So let's switch years. Let's focus on 15 January 2007. Did you have any telephone calls 02:27:25 16 with Mr. Dubin, or meetings with Mr. Dubin, in 17 January 2007 concerning the issue of the 18 withdrawal of part of your capital account or all 19 of your capital account? 20 A. Not to the best of my recollection. 02:27:45 21 Q. How about internally, conversations 22 with anybody? 23 A. I don't recall. 24 Q. How about with Mr. Zwirn? 25 A. I don't recall. 02:27:58 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299267

Page 184 1 Epstein 2 Q. Did you have any conversations in 3 January 2007 with Mr. Zwirn at all that you 4 recall? 5 A. No. 02:28:03 6 Q. Did you have any conversations with 7 anybody at Zwirn's fund in January 2007 that you 8 recall? 9 A. Not that I can recall here. 10 Q. To your knowledge did Mr. Beller have 02:28:22 11 any conversations with anybody at Mr. Zwirn's fund 12 in January 2007? 13 A. No. 14 Q. Are you aware that he had any 15 conversations concerning your capital account 02:28:37 16 balance in that time period with people at the 17 Zwirn fund? 18 A. No. 19 Q. Did you learn in January 2007 that 20 Mr. Dubin had informed the Zwirn -- Mr. Zwirn that 02:29:10 21 that fund was no longer to manage any Highbridge 22 accounts? 23 A. No. 24 Q. Did you ever learn that? 25 A. Yes. 02:29:31 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299268

Page 185 1 Epstein 2 Q. When did you first learn that? 3 A. A couple months ago. 4 Q. How did you learn that? 5 A. I think on document review. 02:29:34 6 Q. Document review from this case? 7 A. Yes, sir. 8 Q. Other than with your counsel, have you 9 had any conversations about that with anyone? 10 A. Not to the best of my recollection. 02:29:48 11 Q. Have you spoken to Mr. Dubin since that 12 time of learning that? 13 A. Yes. 14 Q. Did you mention it to him? 15 A. No. 02:29:58 16 Q. How did you react when you learned it? 17 A. I was surprised. 18 Q. Were you angry? 19 A. No, I was surprised. 20 Q. Why were you surprised? 02:30:14 21 A. Because I didn't know about it. 22 Q. He in fact told you he was going to 23 keep his money in? 24 A. That's correct. 25 Q. And about two and a half months or 02:30:24 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299269

Page 186 1 Epstein 2 three months after he told you that, he didn't; 3 correct? 4 A. I don't know that for a fact. 5 Q. You don't know that for a fact? Is 02:30:32 6 that what you said? 7 A. Yes. 8 Q. Well, if he didn't, he would have 9 misled you; correct? 10 A. You have to repeat the full question 02:30:40 11 for me, please. 12 Q. If he had made a decision after telling 13 you he was going to keep his money in to pull his 14 money out, that is something you would have 15 expected him to tell you; isn't that correct? 02:30:56 16 A. Yes. 17 Q. And if he made that decision prior to 18 telling you he was going to keep his money in, he 19 would have lied to you; correct? 20 A. No. 02:31:12 21 Q. That would not have been a lie? 22 A. No. 23 Q. Why is that? 24 A. If you'd repeat the question, the 25 answer is no. 02:31:24 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299270

Page 187 1 Epstein 2 Q. If he had made the decision prior to 3 telling you he was going to keep his money in, 4 that he was not going to keep his money in, when 5 he told you he was going to keep his money in, 02:31:33 6 that would have been a lie; correct? 7 A. Your question's confusing me. I'm 8 sorry. 9 Q. Did you have a conversation with 10 Mr. Zwirn at some time approximately -- Mr. Dubin 02:31:51 11 sometime in approximately October of 2006 -- 12 A. Correct. 13 Q. in which you asked him whether 14 Highbridge is going to keep its money in; correct? 15 A. Correct. 02:32:01 16 Q. And he said yes? 17 A. Correct. 18 Q. If in fact he knew at that time that it 19 was not going to keep its money in, that would 20 have been a lie; correct? 02:32:09 21 A. That's correct. 22 Q. Did you ask anybody in the January 2007 23 time frame, either in-house or at Zwirn or 24 Mr. Dubin, when am I getting my 30 -- my $80 25 million? 02:32:37 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299271

Page 188 1 Epstein 2 A. No. 3 Q. When was the next time the $80 million 4 came up? 5 A. The best of my recollection is when I 02:32:41 6 was told in February that somehow the 80 million 7 was not -- the 80 million was not going to be 8 paid. 9 Q. And you were told that by Mr. Beller? 10 A. Yes. 02:32:54 11 Q. I know that I asked you about this 12 before, but can you tell us again, so we don't 13 have to go back and look, what did Mr. Beller tell 14 you about that? 15 A. Do you want to go back to what you 02:33:06 16 asked me before so she can read it back? 17 Q. It's going to take a lot of energy to 18 find it. We don't have a search mechanism. 19 A. They said that they -- Zwirn had made 20 some representation that I wasn't even going to 02:33:19 21 get my $80 million now. 22 Q. Did he give you any more specifics 23 about that? 24 A. No, not to the best of my recollection. 25 Q. Did he tell you it was Dan Zwirn who 02:33:34 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299272

Page 189 1 Epstein 2 made the representation to him? 3 A. No. 4 Q. Did he tell you he had received a 5 redemption schedule? 02:33:40 6 A. No. 7 Q. Are you aware that anybody at your shop 8 ever received a redemption schedule, from Zwirn? 9 A. Yes. 10 Q. When? 02:33:55 11 A. Repeat the question, I'm sorry. 12 Q. Prior to February -- prior to -- prior 13 to your demand to withdraw all your funds in 14 February 2007, were you aware that anybody at your 15 shop had ever received a redemption schedule? 02:34:11 16 A. No. 17 Q. When Mr. Beller had this conversation 18 with you in approximately February, what did you 19 do next? 20 A. I said get -- demand all the money out 02:34:27 21 right now. 22 Q. Did you call Mr. Dubin? 23 A. I believe so. 24 Q. What did you say to Mr. Dubin? 25 A. Something to the effect that this is 02:34:41 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299273

Page 190 1 Epstein 2 crazy, I want all my money, again. 3 Q. What did Mr. Dubin say to you? 4 A. Let me check into it. 5 Q. What happened next? 02:34:58 6 A. I was told that they weren't going to 7 honor the $80 million request. 8 Q. You were told that by whom? 9 A. I believe again by Harry first. 10 Q. Anyone else after Harry? 02:35:21 11 A. Glenn Dubin. 12 Q. What did Mr. Dubin say to you? 13 A. I think I reviewed that conversation. 14 Q. No. 15 A. He said Dan Zwirn is a lying scumbag. 02:35:28 16 Q. That's the conversation? 17 A. That's the -- that's the first nice 18 phraseology, yes, that's the first time I heard. 19 Q. That's the conversation you told us 20 about this morning? 02:35:39 21 A. Yes. 22 Q. And that conversation came before you 23 actually made the request to withdraw your funds, 24 all your funds? 25 A. No, I told you when Harry told me about 02:35:45 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299274

Page 191 1 Epstein 2 the 80 million was going to be not honored, I 3 immediately demanded all my money. 4 Q. Then you had a conversation after the 5 demand was made with Mr. Dubin which you related 02:35:54 6 to us this morning? 7 A. Correct. 8 Q. Conversations with anybody else? 9 A. Not that I can recall. 10 Q. Do you recall calling Dan Zwirn around 02:36:32 11 February 13th, 2007? 12 A. Not specifically. 13 Q. Do you recall trying to reach Dan Zwirn 14 by phone in February 2007? 15 A. It's possible. 02:36:47 16 Q. Why were you calling him? 17 A. My guess is III been told he wasn't 18 going to pay me even my $80 million. 19 Q. What were you planning to tell him? 20 A. I was going to be very forceful and say 02:37:01 21 I want all my money immediately. 22 Q. Why did you give up the effort to reach 23 him? 24 A. I probably talked to Glenn, but I don't 25 remember specifically. I believe Dan Zwirn was 02:37:17 VERITEXT REPORTING COMPANY 212-267-6868 516-608-2400 EFTA00299275

Page 192 1 Epstein 2 ducking my telephone calls, that's correct. He 3 wasn't returning my phone calls. 4 Q. Did you speak to Mr. Dubin about that? 5 A. Yes, I did. 02:37:40 6 Q. What did you tell him? 7 A. That Dan Zwirn was ducking my phone 8 calls, that they had not even agreed -- they had 9 decided not to pay me my $80 million. I want all 10 my money, again. 02:37:54 11 MR. SCHWARTZ: Mark a document as 12 Exhibit 6 -- 7. 13 (Exhibit 7, e-mails, marked for 14 identification.) 15 Q. I'm showing you an e-mail chain, the 02:39:11 16 top e-mail of which is an e-mail from Harry Beller 17 to you dated February 13, 2007. 18 A. Uh-huh. 19 Q. And he's forwarding to you an e-mail 20 that he received from Cara Howe at D.B. Zwirn & 02:39:27 21 Company. Do you see that? 22 A. Yes, sir. 23 Q. Do you remember receiving this? 24 A. No, sir. 25 Q. Do you know what Mr. Beller was 02:39:51 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299276

Page 193 1 Epstein 2 referring to when he says, This looks very 3 suspicious? 4 A. As I said, I believe I was calling Dan 5 Zwirn. I think Harry was calling Dan Zwirn. No 02:40:00 6 one was returning telephone calls. I think he got 7 this e-mail in response to a bunch of unreturned 8 telephone calls, basically saying don't -- don't 9 reach out for Dan Zwirn anymore, speak to somebody 10 else, call David Lee. 02:40:19 11 Q. So you believe that this e-mail was 12 sent because you wanted to talk to Dan and they 13 were trying to deflect you to David Lee? 14 A. It wasn't me. I think this was Harry. 15 Q. Harry. When you got that, is that what 02:40:37 16 you believed? 17 A. I didn't get it. 18 Q. It was forwarded to you; right? Are 19 you [email protected]? 20 A. Yes. He only says this looks 02:40:49 21 suspicious. I don't know if the attachments came 22 with it. 23 Q. Did you speak to him about it? 24 A. "Him" being who? 25 Q. Harry Beller. 02:41:00 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299277

Page 194 1 Epstein 2 A. Probably. 3 Q. Do you have a recollection of it? 4 A. No. 5 Q. Let me show you another e-mail. 02:41:10 6 (Exhibit 8, e-mails with attachment, 7 marked for identification.) 8 Q. Exhibit 8 is an e-mail chain forwarded 9 to you by Glenn Dubin on February 14th; is that 10 correct? 02:42:11 11 A. That's what it says, yes. 12 Q. And it has, in fact, an attachment to 13 it; correct? It notes that on the front page. It 14 says right at the top: attachments. 15 A. Yes, sir. 02:42:23 16 Q. And there is an attachment to this 17 e-mail; correct? 18 A. Yes. 19 Q. And I note that this is produced by 20 Highbridge Capital and that the Bates numbers are 02:42:35 21 consecutive between the e-mail and the attachment. 22 A. Okay. 23 Q. Do you remember receiving this? 24 A. No. This no. The entire document? 25 There's a bunch of different e-mails in here so... 02:42:58 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299278

Page 195 1 Epstein 2 Q. Do you remember receiving an e-mail 3 from Glenn Dubin on or about February 14th, 2007, 4 attaching a redemption schedule for your 5 investment? 02:43:12 6 A. No. 7 Q. Let me show you Exhibit 9. 8 (Exhibit 9, e-mails, marked for 9 identification.) 10 Q. This is an e-mail chain with the top 02:44:11 11 e-mail being an e-mail from Mr. Dubin to you dated 12 February 14th at 11:29 a.m. Do you see that? 13 A. Yes, sir. 14 Q. And do you see that below that, if you 15 go two e-mails down, is the chain that was in 02:44:23 16 Exhibit 8 that Mr. Dubin forwarded you. It starts 17 in the middle of the first page with "FYI." It's 18 the same chain that Exhibit 8 is. It may be 19 easier, Mr. Epstein, if you compare Exhibit 8 to 20 Exhibit 9. 02:44:43 21 A. Okay. 22 Q. You'll see the text of Exhibit 8 starts 23 from an e-mail from Mr. Dubin to you which is the 24 third e-mail down on Exhibit 9? 25 A. Is this the one that says, Note we have 02:44:55 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299279

Page 196 1 Epstein 2 made him $47 million in gains and now 50 3 consecutive up months? 4 Q. Go up two e-mails. 5 A. Yes. 6 Q. Do you see where it says FYI? 7 A. Yes. 8 Q. From that e-mail down is Exhibit 8; 9 correct? 10 A. Yes. 11 Q. I just want to be clear for the record. 12 A. Got it. 13 Q. So this is your reply to Exhibit 8; 14 right? It starts with your reply to Exhibit 8, 15 the next e-mail up? There's an e-mail from 16 Epstein to Dubin -- 17 THE WITNESS: Right here. 18 Q. There's an e-mail from Epstein to Dubin 19 dated February 14th, 2007, 11:42 a.m., the second 20 e-mail on the page; right? 21 A. Yes. 22 Q. That appears to be your reply to 23 Mr. Dubin, having forwarded you the chain in 24 Exhibit 8; correct? 25 A. Correct. 02:45:05 02:45:11 02:45:19 02:45:32 02:45:37 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299280

Page 197 1 Epstein 2 Q. Do you recall replying -- 3 MR. SUSMAN: There's no exhibit 4 there's no attachment to Exhibit 9. I think 5 you're suggesting that somehow he saw this 02:45:46 6 attachment. It's not attached to Exhibit 9. 7 MR. SCHWARTZ: It is attached to 8 Exhibit 8. 9 MR. SUSMAN: I understand that. 10 MR. SCHWARTZ: Sometimes when you -- 02:45:55 11 MR. SUSMAN: He's already talked about 12 Exhibit 8. 13 MR. ARFFA: The last page of Exhibit 9 14 it references attachments, whether or not it 15 was actually attached. 02:46:03 16 MR. SCHWARTZ: And when you reply to an 17 e-mail with -- when you reply to an e-mail 18 with attachments, the attachments don't go. 19 When they're forwarded, they do go. That's 20 how Outlook and most systems work. 02:46:13 21 A. Okay. 22 Q. There's no sir, just go back to 23 Exhibit 8 so we can be clear. On Exhibit 8 the 24 e-mail that -- do you have Exhibit 8 in front of 25 you? 02:46:30 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299281

Page 198 1 Epstein 2 A. Yes, sir, yes, sir. 3 Q. The e-mail Mr. Dubin sends to you 4 actually has the word attachments: financial 5 trust.11.13.06.xls; correct? 02:46:37 6 A. I see that, yes. 7 Q. And the same e-mail which is replied to 8 in Exhibit 9 does not have those words, 9 attachments, et cetera; correct? 10 A. Correct. 02:46:54 11 Q. Do you recall sending this e-mail to 12 Mr. Dubin? 13 A. Yes. 14 Q. Do you now recall receiving the prior 15 e-mail from Mr. Dubin? 02:47:04 16 A. No, no. 17 Q. What do you recall? 18 A. I recall getting a statement that at 19 this time that Dan Zwirn was trying to say that he 20 had sent things months ago, and I said the e-mail 02:47:22 21 to which he refers was -- this was supposedly sent 22 months ago. 23 What I am in essence saying is Dan 24 Zwirn once again is full of shit, many conflicting 25 conversations, and I want to all my money. That's 02:47:36 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299282

Page 199 1 Epstein 2 what this is saying. 3 Q. Do you know what e-mail 4 A. The e-mail to which he refers is the 5 concept was supposedly sent months ago. There 02:47:46 6 were many conflicting conversations since then. 7 After yesterday -- not necessarily with me. When 8 I was promised to get a firm answer, we heard 9 nothing except the e-mail we received this morning 10 copied to you. 02:47:58 11 Q. Mr. Dubin said 12 A. He said, Fine, take all your money out. 13 You have to feel comfortable. Obviously you do 14 not. Take all your -- I think what Mr. Dubin says 15 here, I understand, you should put in a redemption 02:48:21 16 and move on. You need to feel comfortable with 17 who's managing your money. I understand -- it 18 says, I want out. 19 Q. Mr. Dubin doesn't refer to any terms of 20 the redemption; correct? 02:48:35 21 A. I beg your pardon? 22 Q. He doesn't refer to what the terms of 23 the redemption would be -- correct? -- it just 24 says put in a redemption and move on? 25 A. Yes. 02:48:44 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299283

Page 200 1 Epstein 2 Q. In your e-mail where 3 conflicting conversations, what are the 4 5 6 7 8 9 10 11 12 127 and 134. I think -- what I remember hearing 13 is the numbers consistently changed month by 14 month. 15 Q. 16 conversations? 17 A. I was told that. 18 Q. By whom? 19 A. Harry. 20 Q. By anybody else? 21 A. No, sir. 22 Q. 23 not directly involved in these Were you involved in any of those 24 A. No. 25 Q. you refer to Were you ever told that any you were conversations? conversations you're talking about? A. How much -- I believe this was how much 02:49:06 money he in fact made me in a period of time. Q. And who had those conversations been among? A. My best recollection was that the -- when they talked about having a net asset value 02:49:18 made solid, there was different numbers between 02:49:32 02:49:38 This was all Mr. Beller reporting to 02:49:45 VERITEXT REPORTING COMPANY www.veritext.com EFTA00299284