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9 May 2007

SEC Settles Against Zurich With A $4 Million Penalty

The Securities and Exchange Commission announced a settled administrative proceeding against Zurich Capital Markets Inc. for its role in providing financing to hedge fund clients that engaged in market timing of mutual funds and facilitating the hedge funds' deceptive trading tactics.

The Commission ordered ZCM, a New York-based subsidiary of Zurich Financial Services, to pay $16.8 million consisting of $12.8 million in disgorgement and prejudgment interest and a $4 million penalty. The money will be distributed to the mutual funds that were harmed as a result of market timing ZCM facilitated.

Mark K. Schonfeld, Director of the New York Regional Office, said, "By knowingly financing their hedge funds clients' deceptive market timing, ZCM reaped substantial fees at the expense of long-term mutual fund shareholders. Because of ZCM's attractive financing arrangement and its willingness to create a number of anonymous special purpose vehicles ( SPVs ) for its hedge fund clients, the hedge funds were able to inflate their trading profits from their deceptive conduct."

Helene Glotzer, Associate Director of the New York Regional Office, added, "This action demonstrates that the Commission continues to carefully examine the role of financial intermediaries that assist hedge funds engaged in deceptive practices."

The Commission's Order found that ZCM aided and abetted four hedge funds that were carrying out schemes to defraud mutual funds that prohibited market timing. ZCM's hedge fund clients knew that many of these mutual funds prohibited market timing. In an effort to avoid being detected and potentially blocked from making market-timing trades in these funds, each of these hedge funds and ZCM disguised their identities

ZCM, which is currently winding down its operations, consented to the entry of the Commission's Order without admitting or denying the Commission's findings. In determining to accept the settlement, the Commission considered ZCM's cooperation in this investigation.

Fortress Acquires East Coast Industries For $3.5 Billion

Hedge fund investor Fortress Investment Group LLC has acquired Florida East Coast Industries, Inc. (FECI) for approximately $3.5 billion, according to a press release. The merger agreement was unanimously approved by FECI's Board of Directors. Upon completion of the transaction, FECI will become a privately held company, and its common stock will no longer be publicly traded.

Florida East Coast Industries will pay a special dividend of $21.50 per share in cash and in the merger shareholders will receive $62.50 in cash for each share of FECI common stock they hold. The combined dividend and merger consideration equal $84.00 per share and represent a 13.3% premium to the NYSE closing price of $74.13 on May 7, 2007 and a 31% premium to the average closing price over the last 60 trading days.

Adolfo Henriques, Chairman, President and Chief Executive Officer of FECI, stated, "Our focus has always been about maximizing shareholder value. The value created by this transaction is a direct result of our employees' dedication, commitment and hard work over many years. We look forward to working together with Fortress to continue to build our businesses."

Morgan Stanley acted as financial advisor to FECI and provided an opinion to the Board of Directors of Florida East Coast Industries that the merger consideration is fair to FECI shareholders from a financial point of view. Additional information will be filed with the SEC.

Florida East Coast Industries, Inc., owns, develops, leases and holds in joint ventures, approximately 8.6 million square feet of Class-A office and industrial space primarily in Jacksonville, Orlando and South Florida counties of Palm Beach, Broward and Miami-Dade, as well as an additional 1,916,000 square feet under construction.

Fortress Investment Group LLC is a leading global alternative asset manager with approximately $35.1 billion in assets. Fortress manages private equity funds, hedge funds and publicly traded alternative investment vehicles. The private equity funds total approximately $19.9 billion of the firm's assets under management.