EFTA01097618Set 9
2007-09-0712p5,205w
DRAFT
DSAM AGREEMENT
THIS AGREEMENT (the "Agreement"), dated as of 2007, is by and among (a)
Dubin & Swieca Asset Management, LLC, a Delaware limited liability company ("DSAM ... liability company ("Zwirn Holdings", and with DBZ, the
"DBZ Parties") (collectively, the "Parties").
WHEREAS, DSAM, pursuant to those several agreements listed on Exhibit A hereto
(collectively, the "Operating and Partnership ... Interests;
WHEREAS, the Parties have agreed upon a schedule of payments from DBZ to DSAM to
resolve the claims and disputes relating to the Interests; and
WHEREAS, DSAM does
https://www.justice.gov/epstein/files/DataSet%209/EFTA01097618.pdf
EFTA01097610Set 9
2007-06-288p2,223w
DSAM Agreement Page 1 of I
Sindell, Stuart
From: Lee, David
Sent: Thursday, June 28, 2007 2:16 PM
To: Levine, Alan; Suan, Chris; Sindell, Stuart; Zwirn, Dan
Subject ... DSAM Agreement
Attachments: Zwim Notes Term Sheet.pdf
From: Caruso, Robert (mato:
Sent: Thursday, June 28, 2007 2:04 PM
To: Lee, David
Subject: DSAM Agreement
David please find a draft ... term sheet regarding the DSAM capital accounts and notes. Please call me to
walk you through the term sheet. Davis Polk is also preparing a document regarding the HCM/Z
managed
https://www.justice.gov/epstein/files/DataSet%209/EFTA01097610.pdf
EFTA00587947Set 9
2003-08-018p2,993w
employment/transition agreement whereby HCM
(later known as Dubin Swieca Asset Management, LLC - DSAM) delegates
advisory responsibilities to D.B. Zwirn & Co. (DBZ&Co) as advisor to an entity
called HCM/Z Special ... knowing
when these documents were signed] HCM (which becomes DSAM) is a
limited partner of DBZ&Co. entitled to 46% of DBZ& Co's fees. That number
drops down ... Manager (D.B. Zwirn GP, LLC). Pursuant to these
organizational documents, HCM (which later became DSAM) was a non-
managing member of the Fund's General Partner, a limited partner
https://www.justice.gov/epstein/files/DataSet%209/EFTA00587947.pdf
EFTA00722296Set 9
2003-08-018p2,959w
employment/transition agreement whereby HCM
(later known as Dubin Swieca Asset Management, LLC - DSAM) delegates
advisory responsibilities to D.B. Zwirn & Co. (DBZ&Co) as advisor to an entity
called HCM/Z Special ... knowing
when these documents were signed] HCM (which becomes DSAM) is a
limited partner of DBZ&Co. entitled to 46% of DBZ& Co's fees. That number
drops down ... Manager (D.B. Zwirn GP, LLC). Pursuant to these
organizational documents, HCM (which later became DSAM) was a non-
managing member of the Fund's General Partner, a limited partner
https://www.justice.gov/epstein/files/DataSet%209/EFTA00722296.pdf
EFTA01097639Set 9
2009-05-011p260w
Ladies and Gentlemen:
Dubin & Swieca Asset Management, LLC, a Delaware limited liability
company ("DSAM"), on behalf of itself, its successors and assigns, hereby
relinquishes any and all rights, entitlements ... company (collectively, "DBZ"), including all payments relating thereto,
in particular any payments to which DSAM is entitled under that certain
agreement dated September 25, 2007 among DSAM, DBZ and Zwirn ... Delaware limited liability company (Zwim Holdings, LLC together with
DBZ, the "DBZ Parties") (the "DSAM Agreement"), or in the Guarantee dated
September 25, 2007 among DSAM and the DBZ Parties
https://www.justice.gov/epstein/files/DataSet%209/EFTA01097639.pdf
EFTA00729345Set 9
2009-01-224p1,579w
interests to J.P. Morgan.
However, it is Kirkland's understanding that, in substance, DSAM continued
to receive its portion of the management and incentive fees I paid to Zwirn
because ... that portion continued to be passed on in the form of
partnership/LLC distributions to DSAM.
• Kirkland was advised that sometime between September 04 and October 06,
Highbridge demanded that ... that the investments
were virtually the same, Highbridge monies began to be returned, the DSAM
interests were reduced, and we are told that the DSAM interests were also be
paid
https://www.justice.gov/epstein/files/DataSet%209/EFTA00729345.pdf
EFTA01118475Set 9
2007-09-2513p6,538w
registered
investment adviser.
Messrs. Dubin and Swicca own Dubin & Swieca Asset Management, Inc. ("DSAM,
Inc.") which owns Corbin Capital Partners Asset Management, LLC ("CCPAM")
which owns a majority interest ... connections and positions with D.B
Zwirn & Co., L.P. ("DBZCO"). Effective September 25, 2007, DSAM relinquishecrt
and terminated its limited interests in all DBZCO-related entities.
DBZCO manages, as a separate ... Skystone is reimbursed
by HCM for fees paid to license such office premises.
Hiphview
DSAM, Inc. owns Highview Asset Management, LLC ("HAM"). HAM serves as a
commodity pool operator
https://www.justice.gov/epstein/files/DataSet%209/EFTA01118475.pdf
EFTA01118459Set 9
16p7,997w
time to HCM for the
Manager Agreement. term of the Trading
Activities of DBZ. DSAM owns a
separate investment management minority interest in DBZ, which is a
company managed ... time to HCM for the term of the Trading
Manager Agreement.
Activities of DBZ. DSAM owns a minority interest in DBZ, which is a physically
separate investment management company managed ... Asset
Prior to December 13, 2004, the trading manager of HCC
l Management, LLC)"DSAM", a
Management, LLC (formerly known as Highbridge Capita
is a wholly-owned subsidiary of
Delaware
https://www.justice.gov/epstein/files/DataSet%209/EFTA01118459.pdf
EFTA01098739Set 9
2007-09-258p1,715w
aver that Dubin & Swieca Asset
Management, LLC (and its predecessor, Highbridge Capital Management) (collectively,
"DSAM"), was a partner of D.B. Zwim & Co., L.P ("DBZCO") up until in or around September ... times relevant to
Defendants' counterclaims principals of the Defendants, who were also principals of DSAM,
owned the same amount of DBZCO through DSAM as Plaintiff, controlled the largest pool ... managed by principals
of the Defendants who owned the same amount of DBZCO through DSAM as Plaintiff
4
CONFIDENTIAL DZ_FTC 000749
EFTA01098742
26. Deny the allegations in Paragraph
https://www.justice.gov/epstein/files/DataSet%209/EFTA01098739.pdf
EFTA00729052Set 9
2007-09-258p1,704w
aver that Dubin & Swieca Asset
Management, LLC (and its predecessor, Highbridge Capital Management) (collectively,
"DSAM"), was a partner of D.B. Zwim & Co., L.P ("DBZCO") up until in or around September ... times relevant to
Defendants' counterclaims principals of the Defendants, who were also principals of DSAM,
owned the same amount of DBZCO through DSAM as Plaintiff, controlled the largest pool ... managed by principals
of the Defendants who owned the same amount of DBZCO through DSAM as Plaintiff.
EFTA00729055
26. Deny the allegations in Paragraph 158, and refer to the documents
https://www.justice.gov/epstein/files/DataSet%209/EFTA00729052.pdf
EFTA01075132Set 9
2011-06-047p2,722w
Exhibit 81. Did you
19 participate in the negotiation of this agreement
between DSAM and the D.B. 2wirn entities ... understanding that as of
I believe May 1, 2009, DSAM relinquished all
13 claims to any future payments with regard to this
agreement.
14 Q. Was there an agreement that ... there is on Exhibit 81 the
necked "whereas" clause. It says, whereas DSAM
2S does not receive through its interest any fees 02:00:03
accruing from
https://www.justice.gov/epstein/files/DataSet%209/EFTA01075132.pdf
Highbridge Capital Management, LLC and now known as Dubin & Swieca Asset
Management, LLC ("DSAM"), owned an interest in the general partner and in the
investment manager of D.B. Zwirn Special ... management of the Zwim Fund, after Zwirn spun off his business from
DSAM, DSAM and I helped raise capital for the Zwim Fund, we, as Highbridge Capital
Management, LLC, allocated
https://www.justice.gov/epstein/files/DataSet%209/EFTA00722155.pdf
EFTA01200065Set 9
2011-06-302p799w
JPMorgan Chase & Co. ("JPMorgan"), and a member of Dubin & Swieca
Asset Management, LLC ("DSAM"), a Delaware limited liability company;
WHEREAS certain of the Epstein Panics have been or are owners ... Fund") (now known as the Fortress Value Recovery Fund I LLC);
WHEREAS until 2007 DSAM owned a non-controlling interest in D.B. Zwirn &
Co., L.P., which was the investment manager
https://www.justice.gov/epstein/files/DataSet%209/EFTA01200065.pdf
EFTA01124983Set 9
2007-03-3127p6,985w
both own
ed and controlled, currently known as
Dubin & Swieca Asset Management,
LLC ("DSAM"), owned interests in the gene
ral
partner and in the investment manager
of D.B. Zwirn Special ... management and operations of the Zwim Fund,
after Zwim spun off his business
from DSAM (then known as Highbridge Cap
ital
Management, LLC), 1 helped introduc
e investors to Zwim
https://www.justice.gov/epstein/files/DataSet%209/EFTA01124983.pdf
EFTA01592030Set 10
2004-12-3122p1,001w
CITIBANK,
N.A.
15,000,000.00
16
Reports
Financial
Trust Com... fees for mer...
Consulting
DSAM,L... 15,000,000.00
17 Help &
Support ... Reports
New York
Strateg... merger and ... Coneutting
DSAM,L... 5,000,000.00
1
7 Help &
Support
5,000,000.00 5,000,000.00
1
18
19
rThenViridows
TOTAL
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01592030.pdf
that I both owned and controlled, currently known as
Dubin & Swieca Asset Management, LLC ("DSAM"),_ itaclf owned interests in the
general partner and in the investment manager ofd. Zwirn Special ... management and operations of the Zwim
Fund, after Zwim spun off his business from DSAM (then known as Highbridge Capital
Management. LLC),HIghbvidge-/Zwirri-_-I helped introduce investors to Zwim, invested
https://www.justice.gov/epstein/files/DataSet%209/EFTA00727477.pdf
that I both owned and controlled, currently known as
Dubin & Swieca Asset Management, LLC ("DSAM"),_ itaclf owned interests in the
general partner and in the investment manager ofd. Zwirn Special ... management and operations of the Zwim
Fund, after Zwim spun off his business from DSAM (then known as Highbridge Capital
Management. LLC),HIghbvidge-/Zwirri-_-I helped introduce investors to Zwim, invested
https://www.justice.gov/epstein/files/DataSet%209/EFTA00727473.pdf