It's a pleasure to be here.

I know you have a busy schedule and as I said, I've read everything you've written over the

years.

And I wanted to thank you personally for sharing all those thoughts because they've been hugely

instrumental in me being able to built my own framework.

And that's a lot of what I want to talk to you about today is how you think as well as

what you think.

And to start I just want to take you back to 2005, 2006 which was a time when you were

making some pretty aggressive moves at the time with Oaktree's portfolio and talking

about them.

A lot of people kind of thinking, is he nuts?

This is some pretty dramatic statements to make.

Can you just take us back to that point in time and talk about what it was you were seeing

and what you felt you had to try and prepare for?

What we want to know is when psychology is too high and optimism is too high, and as

a consequence, behavior becomes imprudent.

When behavior is imprudent, then asset prices go too high based favorable expectations and

the world becomes a risky place.

We actually made the best purchases we ever made in the summer of '02 in the world of

distressed debt-- because we had the meltdown of the telecoms, who had overborrowed to build

fiber, and we had the scandal companies.

And that was incredible.

But the world bounced back from that.

Actually it wasn't an event in the world, it was an event in a little corner of the

credit market.

But it came back and everything was hunky dory by '03 and well into '04.

And it just seemed to go on from there.

And to me, the most important thing was that in '05, '06 my partner Bruce Karsh and I spent

the whole day complaining about the deals that were getting done.

Any crazy deal could get done, you know?

And when investors are practicing the willing suspension of disbelief, it's dangerous.

And in a prudent market where people are appropriately skeptical and risk averse, there are deals

that can't get done.

But in that environment, they were.

And so we just took that as a great sign of danger and so we sold a lot of assets and

we liquidated some large funds we were managing and only replaced them with small funds--

and raised the standards for the investments we would make.

And most importantly, at the beginning of '07, our distressed debt funds had always

been a billion or two.

And at the beginning of '07, we set out to raise a reserve fund that would invest if

a crisis came along.

And that fund eventually reached 11 billion by March of '08.

Now this was about the time when you wrote race to the bottom, which is probably one

of your most widely circulated memos.

That was in the first quarter of '07.

Yeah, I'm fascinated in what it takes to go from talking about how crazy the market is

and how badly all these crazy deals get done to actually doing something about it.

Because it's so easy to sit there and say, woah, this is crazy.

And it's still crazy three months from now.

How do you galvanize yourself to take action and say you know what, we're going to go out

on a limb here and actually do something about this?

My experience, for some reason, has enabled me to not be afraid of being wrong.

I'm always conscious of the opportunity to be wrong, but if I hold an opinion and Bruce

agrees, then I think the greater risk is not taking action.

And the other thing is by that time, I had been in this business almost 40 years, and

I've seen a lot of cycles.

And cycles do tend to rhyme and we thought we were seeing the heated part of an up cycle,

which is a good time to take defensive action.

So the race to the bottom talked about the fact that the securities markets and the lending

markets are auctions.

And the opportunity to buy a security or lend money goes to the highest bidder.

And if you think about an auction for a painting or something like that, the winner-- who pays

the highest bidder-- is actually, if you turned it around, he's the person who's willing to

receive the least for his money.

And so if you are making a loan, and there's a competition to make that loan, the opportunity

to make a loan will go to the person who receives the least for his money-- the least return

and the least safety and the least structure.

And when too many people have too much money and they're too eager to put it out, then

the bidding goes too far and the winner of the auction is actually a loser.

Right.

Because he does something imprudent.

This is fascinating because when I read that memo, it was so simple.

It hits you like a ton of bricks when you look at it in just a slightly different way.

But again, this was first quarter of '07.

Yeah.

So you were still quote unquote \"wrong\" for a year and a half.

Right.

So a lot of people have you been expecting markets to stumble for a while now and they

haven't.

And we'll talk about the Fed and all kinds of stuff I'm sure in a little while.

But how do you manage that expectation and then something you're so sure about, not happening?

First of all, I'm never sure.

I don't use that word with me.

Everything I do is with trepidation.

Henry Kaufman said, there are two kinds of people who lose a lot of money-- the ones

who know nothing and the ones who know everything.

I hope never to be either.

I use a lot of quotes and adages in my memos as you've seen in the book and when I speak.

And the first of the great investment adages that I ever learned in the early 70s was that

being too far ahead of your time is indistinguishable from being wrong.

But you have to live with that because in our business if you're wise, you have a sense

for what's going to happen.

You never know when.

And the people who think they know when, tend to get into big trouble.

If you accept all of that, what it says is you have to think of what you think will happen.

You have to take action, but you have to be willing to wait that long period until it

turns out to be correct action.

You also said, what a wise man does in beginning, the fool does in the end-- which is, again,

another way of saying the same thing.

Well, the wise man is early.

And he has to wait.

But waiting and convincing your investors to wait is another level altogether.

Obviously with your tenure in the industry, your track record, you are given more leeway

than the other managers perhaps, which is perhaps the greatest advantage you could have.

But still, you have to manage those conversations with people, and on a portfolio level, you

have to manage your risk and manage your bleed while what you're trying to wait for this

scenario to unfold.

But how do you manage those conversations with investors who are saying, hey Howard,

you said we should be worried about this-- look, everything's great.

Because everything is great, optically.

Well, we don't have that conversation too often but if I had it I would say, I didn't

say it's going to happen right away.

That's the key.

Overpriced and going down tomorrow are not synonymous.

And you know, Grant that in our business many things are overpriced and become more overpriced,

and more overpriced, and more overpriced.

And that's how you go from a bull market to a bubble.

And so first of all, we have the confidence of our

investors.

Secondly, the money we're talking about is in closed end funds, where we don't have to

worry about people withdrawing.

So you talked about having the confidence of your investors, the greatest advantage

in this business is having 10-year money.

Because given the errors of the herd, the pressure to sell is always greatest at the

bottom.

And if you have 10-year money, you don't have to succumb to it.

Yeah sure.

Well you mentioned cycles, I know you're a great student of cycles.

And they used to be so important in markets-- everywhere you look.

Whether it was the human cycle, whether it was a market cycle, credit cycles-- everything

seemed to have a rhythm.

And it made investing a lot easier because you could at least have some sense of how

these cycles would turn.

That seems to have changed significantly in the last 15, 20 years.

You're shaking your head there.

I don't agree with that.

If you talk about 20 years, if you came in this business 20 years ago, you have seen

two profound cycles.

You had the TMT bubble and crash and then you had the mortgage bubble and crash.

And I think that maybe they weren't predictable, but I'm not sure they ever were.