EFTA00586487.pdf

Timcstamp: 2/25/2011 8:50 AM CDT AFFIDAVIT OF TODD C. BUILIONE STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK) Todd C. Builione, being duly sworn, deposes and says: 1. I am over twenty-one years of age and am competent to testify to the matters stated herein because I have personal knowledge of the facts and statements in this affidavit. Each of the facts and statements is true and correct. 2. In May 2005, I became the Chief Operating Officer of Highbridge Capital Management, LLC ("Highbridge"). I reported to Glenn Dubin ("Dubin"), the Chief Executive Officer of Highbridge. 3. Highbridge had a significant amount of money that was managed by Daniel B. Zwim ("Zwim") and his investment management company, D.B. Zwirn & Co, L.P. As well, Dubin and his partner, Henry Swieca, owned a significant portion of D.B. Zwim & Co., L.P. 4. Financial Trust Company, Inc. ("FTC"), which I understand was owned by Jeffrey Epstein, was an important client of Dubin and Highbridge, and I understand that FTC had made the majority of its substantial investment in the D.B. Zwirn Special Opportunities Fund, L.P. ("Fund"), when the Fund was under Highbridge's management and Zwim was an employee of Highbridge. 5. During the Fall of 2006, I learned that certain accounting irregularities were uncovered at D.B. Zwim & Co. The irregularities impacted both the Highbridge account and the funds that D.B. Zwim & Co. managed. 6. In late October 2006, Dubin told me that Epstein was very nervous about the revelations of the issues at Zwim's management company. Dubin told me that Epstein was demanding to withdraw FTC's entire investment in the Fund. Dubin explained that Epstein was adamant about his demands. 7. Dubin told me that because Epstein, through FTC, was one of the largest investors in the Fund, Zwim was worried that news of Epstein's and FTC's withdrawal could precipitate a wave of additional redemptions from the Fund. 8. About two weeks after Dubin first mentioned that Epstein wanted to withdraw FTC's entire investment, Dubin told me that the problem was solved. Dubin explained that at Zwim's request, Dubin had convinced Epstein to accept Zwim's proposal that FTC reduce its withdrawal request to $80 million. Dubin informed me that Epstein and Zwim both agreed to this deal. 1482168v1/011585 EFTA00586487  Timcstamp: 2/25/2011 8:50 AM CDT Todd C. Builione Sworn to before me this day of , 2011. (Seal) Notary Public in and for THE STATE OF NEW YORK 1482168v1/011585 EFTA00586488