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 re

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 investme

cc: Allan Arffa, Esq. (by email) Chet Lipton, Esq. (by email) EFTA00308248 Release language proposed by Lankier Siffert & Wohl LLP A. By the Zwirn Parties Except as provided in Paragraph E of this Part III of the Settlement Agreement, the Zwim Parties, on behalf of themselves and, to the fulle

r. Zwim or the Zwim Entities by someone not a party to the Arbitration if those claims related to matters at issue in the Arbitration; and (2) Mr. Zwirn and the Zwim Entities were not releasing Fortress from obligations under any pre-existing agreement between the Zwim Entities and the Claimants exce

ding to the Securities and Exchange Commission, remained a sub-advisor through at least 2007. 3. Mr. Epstein has had virtually no contact with Mr. Zwirn, except for a five minute face-to-face introduction and various telephone calls trying to resolve disputes. 4. Glenn Dubin negotiated and solicit

uction and various telephone calls trying to resolve disputes. 4. Glenn Dubin negotiated and solicited each of Mr. Epstein's investments with the Zwirn fund, as well as the commissions and the other terms in respect thereof. For example, at Mr. Zwirn's request, Mr. Dubin requested that Mr. Epstein

clear that Dan Zwirn didn't want FTC to withdraw for a variety of self-interested reasons. But a compromise was struck between Epstein, Dubin, and Zwirn. Again, Dubin does not dispute this. As I said, there is a disagreement about what happened with Mr. Dubin and Epstein on one side, and Dan Zwirn o

d the right to I6I8I68vI/011585 2 EFTA00587013 Time:stamp: 7/20/2011 8:05 AM EDT make a withdrawal, FTC's $80 million would still be valid. Mr. Zwirn can't change the plain meaning of the language used. Similarly, questions about Dan Zwirns' credibility and the extent of his disclosures to FTC,

were invalid and set forth the schedule of eligible withdrawal dates for FTC's investments. FTC did not respond to the letter by claiming that Mr. Zwirn had promised to honor FTC's demand for $80 million. 17 EFTA00613924 FTC subsequently submitted a request for complete withdrawal on February 13,

Zwinz & Co., L.P., DBZ GP, LLC, and Zwirn Holdings, LLC EFTA00613904 Table of Contents Preliminary Statement 1 Statement of Facts 2 A. Mr. Zwirn's Personal Background 2 B. DBZ Background 2 I. DBZ's Investment Strategy 3 2. Mr. Zwirn's Role at DBZ 3 3. Mr. Dubin's Involvement with D

hat they represented the interest of all investors, Claimants could have tried to bring claims against Mr. Zwim on the other investors' behalf; Mr. Zwirn did not intend to release Claimants from their indemnification obligations with respect to such claims. Second, the Zwim Parties and Claimants (and

reement. Claimants' letter followed. Claimants' proposed language is far broader than the Settlement Terms. For example, Claimants propose that the Zwirn Parties release Claimants from all claims "that could have been asserted in the arbitration." This language is not contained in the Settlement Terms

stoppel for the Fund's failure to honor Mr. Zwim's alleged promise and subsequent written redemption requests; • fraudulent inducement because Mr. Zwirn did not intend to honor his alleged promise when it was made on November 13, 2006; and • breach of fiduciary duty and negligent misrepresentation

no reasonable basis or need to explore its discredited theory through a deposition of Mr. Gruss. By way of background, Mr. Gruss was the CFO of the Zwirn entities. He effectively was terminated by DBZ on October 4, 2006, shortly after an internal investigation by Schulte Roth & Zabel LLP ("Schulte Ro

after the Fund self-reported the issues in 2006. At the conclusion of its investigation, the SEC elected not to charge Mr. Zwirn or any of the other Zwirn Parties with any wrongdoing, but charged Mr. Gruss with aiding and abetting violations of the Investment Advisers Act for knowingly misusing his au

COUNTERCLAIMS 42 A. Jeepers Has No Claim for Promissory Estoppel Because There Was No Promise 42 B. Jeepers Has No Claim for Fraud Because Mr. Zwirn Fully Disclosed All Accounting Irregularities and Made No Misrepresentations to Mr. Epstein 43 C. Jeepers's Claim for Breach of Fiduciary Duty o

cited each of Mr. Epstein's investments with the Zwirn fund, as well as the commissions and the other terms in respect thereof. For example, at Mr. Zwirn's request, Mr. Dubin requested that Mr. Epstein pay a 2% management fee to the Zwim fund, rather than Mr. Epstein's offer of 1.3%. In addition, aft

duction and various telephone calls trying to resolve disputes. 4. Glenn Dubin negotiated and solicited each of Mr. Epstein's investments with the Zwirn fund, as well as the commissions and the other terms in respect thereof. For example, at Mr. Zwirn's request, Mr. Dubin requested that Mr. Epstein p

ration for Epstein agreeing to the cancellation of the July 25 Sale Agreement." In other words, the payment to you of 50% of the sale proceeds from Zwirn's sale of the Corbin Interests is in exchange for your agreeing to cancel the agreement you made with Zwirn on July 25, 2011 to buy his Corbin Inte

3.3 - In Section 3.3, in connection with the appraisal of the Corbin Interests, it is provided that "The Corbin Entities shall promptly furnish Mr. Zwirn with copies of all information supplied by them to the Appraiser." Issue: I think JE should also be copied on all such information that Zwirn recei

all. 10 Q. Up to February 14th -- up to February 03:06:39 11 14th, 2007, other than the conversations that 12 you've testified about with Mr. Zwirn, do you 13 recall any other conversations with him? 14 A. Through the date -- there was some 15 conversation, I believe, with respect to Georg

eritext.com EFTA00299289 Page 206 1 Epstein 2 Q. Do you know who prepared it? 3 A. No. 4 Q. Did you have any conversations with Dan 5 Zwirn after this letter was sent? 03:09:03 6 A. Not that I recall. With regard to the 7 investments? 8 Q. With regard to the investments. 9 A.

Fund prior to the transition from Zwirn to Fortress ("DBZGP"). M. Zwirn & Co., M., the Investment Manager of the Funds prior to the transition from Zwirn to Fortress ("DBZCO"). The Fortress Entities Fortress Investment Group LLC, a registered investment advisor that is affiliated with the entities t

M. Zwirn Asia/Pacific Special Opportunities Fund, M. (the "Asia Pacific Fund"). These funds are referred to collectively herein as the "Funds". The Zwirn Entities M. Zwirn Partners, LLC, the General Partner of the Domestic Fund, the TE Fund and the Asia Pacific Fund prior to the transition from Zwirn

and contemporaneous e-mails concerning the Side Letter, (see, e.g., December 2004 E-mail Correspondence between Mr. Zwim and Mr. Dubin, Ex. K (Mr. Zwirn: "we're done, ftc in for $20mi1 jan 1 L.P. . . . This is the last 2 year money will 20 EFTA00614019 take from anyone of course"; Mr. Dubin: "of c

the "oral contract" claim and Claimants' claim for a declaration of Jeepers's rights with respect to the Fund. Additionally, we understand that the Zwirn Parties contend that the extrinsic evidence is, in any event, relevant to their "exculpatory clause" defense to Jeepers's fraud and breach of fiduci

or, New York, NY 10022 ("Zwirn"), and CORBIN CAPITAL PARTNERS MANAGEMENT, LLC, a Delaware limited liability company (the "Company"). RECITALS: A. Zwirn is a non-managing member in the Company. B. The Company is governed by that certain Second Amended and Restated Limited Liability Company Agreemen

ve., 33rd Floor, New York, NY 10022 ("Zwirn"), and CORBIN CAPITAL PARTNERS, L.P., a Delaware limited partnership (the "Partnership"). RECITALa: A. Zwirn is a limited partner in the Partnership. B. The Partnership is governed by that certain Second Amended and Restated Limited Partnership Agreement,

From: Zwirn, Dan Sent: Monday, November 13, 2006 5:37 PM To: Cutler, Lawrence D. •i> Subject: FW: Harry 13eller called again -- just fyi for your records

equent to the filing of the 2008 Financial Trust Company ("FTC") Form 1120S, FTC received an amended Schedule K-1 with respect to its investment in Zwirn for the year ended December 31, 2008. This necessitated the filing of an amended Form 1120S for that year for FTC and an amended Schedule K-1 for Je

ent: Monday, June 13, 2011 12:35 PM > To: Jill McCrary > Subject: Jeffrey Epstein > • Hello Ms. McCrary. > Jeffrey Epstein will be attending the Zwirn deposition tomorrow at the > Susman office in NY...I know it is an all day event...but what time > does it officially start? Might you know? > •

edeem his investment after he was informed of accounting irregularities in the fund.k°1 By this time, his investment had grown to $14O million. The Zwirn fund refused to redeem the investment. Hedge funds that invest in illiquid securities ically have years-long "lockups" on their capital for all in

oral redemption request was in act, and the written reduced demand on NOV. 13,schulte had a meeting in sept in which glenn attended, that informed Zwirn and Glenn of the problem in detail. ( wendall knows this!)/ I am aware of the issue being legal vs moral duty. However , the legal is abundantly cle