SEC v. Michael R. Balboa; and Gilles T. De Charsonville, Southern District of New York (Dec. 1, 2011) — Complaint

JUDGE CROTTY 

Counsel ofRecord: 
George 
s. Canellos 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 

3  World Financial Center, Suite 400 

III CW 8731
New York, New York 10281-1022 
(212) 336-1023 (Brown) 

E-mail: [email protected] 

UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF NEW YORK 

------------------------------------------------------------------------x 

SECURITIES AND EXCHANGE 

COMMISSION, 

Plaintiff, 
v. 
MICHAEL R. BALBOA and 

GILLES T. DE CHARSONVILLE, 

Defendants. . 

------------------------------------------------------------------------x 

Plaintiff Securities and Exchange Commission ("Commission"), for its Complaint against 
Defendants Michael R. Balboa and Gilles 
T. De Charsonville (collectively, "Defendants"), 
alleges as follows: 
SUMMARY OF ALLEGATIONS 
1. This case involves a fraudulent scheme to overvalue two illiquid and sizeable 
- securities positions owned 
by the now defunct Millennium Global Emerging Credit Fund (the 
"Fund"), a credit-focused, emerging market hedge fund whose reported assets were $844 million 
at the time ofits October 16, 2008 collapse. Between January and October 2008, the Fund's 
portfolio manager, Michael Balboa, enlisted two purportedly independent brokers, Gilles 
De Charsonville and another broker from a U.K.-based broker-dealer firm ("Broker A"), to 
No. ____(    ) 
ECFCASE 
COMPLAINT AND 
JURY DEMAND 

provide phony mark-to-market quotes for two of the Fund's portfolio securities to the Fund's 
independent valuation agent, GlobeOp Financial Services, Ltd. ("GlobeOp"), and outside 
auditor, Deloitte 
& Touche (Bermuda), Ltd. ("Deloitte"), in order to inflate the Fund's reported 
monthly returns and overall net asset value ("NAV"). 
2. Balboa and De Charsonvillehid their scheme from GlobeOp and Deloitte. At 
Balboa's direction, De Charsonville and Broker A led GlobeOp and Deloitte to believe that the 
marks were authentic counter-party quotes. In reality, the marks were dictated by Balboa. 
3. Nor was the true source of the valuations disclosed to investors. Nowhere in any 
ofthe marketing materials, monthly newsletters, offering memoranda, or the 2007 audited Fund 
financial statements, did the Fund, Millennium Global Investments, Ltd., the Fund's Investment 
Manager, or Balboa reveal that the valuations came directly from Balboa, and were not reflective 
oflegitimate and independent mark-to-market quotations. 
4. As a result ofthis misconduct, Balboa, with the knowing and substantial 
assistance 
ofDe Charsonville, caused the Fund to progressively overstate its NAV by 
approximately $163 million by August 2008 and, in so doing, was able to generate millions 
of 
dollars in illegitimate management and performance fees, and, between January 2008' and mid­
October 2008, to attract roughly $410 million in new investments and deter close to $230 million 
in eligible redemptions. 
5. By engaging in the conduct set forth in this complaint, each ofthe Defendants, 
directly or indirectly, singly or in concert, violated and are otherwise liable for violations 
ofthe 
federal securities laws, as follows: 
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(a) Each of the Defendants violated Section lOeb) ofthe Securities Exchange Act of 
1934 ("Exchange Act"), 15 U.S.C. § 7Sj(b), and Exchange Act Rules IOb-5(a) and (c), 17 C.F.R. 
§§ 240.lOb-5(a) and (c). 
(b) Balboa also violated Sections 17(a)(1), (2) and (3) 
of the Securities Act of 1933 
("Securities Act"), 
15 U.S.C. §§ 77q(a)(I), (2) and (3), and Sections 206(1), 206(2) and 206(4) 
ofthe Investment Advisers Act of 1940 ("Advisers Act"), 15 U.S.C. §§ SOb-6(1), SOb-6(2) and 
SOb-6(4), and Advisers Act Rule 206(4)-S(a)(2), 17 C.F.R. 
§ 27S.206(4)-S(a)(2). In addition, 
Balboa is liable (i) under Section 20(e) 
ofthe Exchange Act, 15 U.S.C. § 7St(e), for aiding and 
abetting the violations 
of Section 1O(b) ofthe Exchange Act, 15 U.S.C. § 7Sj(b), and Exchange 
Act Rule 1 Ob-5(b), 
17 C.F.R. § 240.1 Ob-5(b), committed by the Fund and/or the adviser, 
Millennium Global Investments, Ltd. ("MGIL"); and (ii) under Section 209(f) 
ofthe Advisers 
Act, 
15 U.S.C. § SOb-9(f), for aiding and abetting MGIL's violations of Sections 206(1), 206(2) 
and 206(4) 
ofthe Advisers Act, 15 U.S.C. §§ SOb-6(1), SOb-6(2) and SOb-6(4), and Advisers Act 
Rule 206(4)-S(a)(2), 
17 C.F.R. § 275.206(4)-S(a)(2). 
(c)· De Charsonville is  also liable (i) under Section 20(e) of the Exchange Act, 
15 U.S.C. § ?St(e), for aiding and abetting Balboa's violations of Section I,O(b) ofthe Securities 
Act, 
15 U.S.C. § 7Sj(b), and Exchange Act Rule 10b-5(a) and (c), 17 C.F.R. § 240.lOb-5(a) 
and (c); (ii) under Section 209(f) 
ofthe Advisers Act, 15 U.S.C. § SOb-9(f), for aiding and 
abetting Balboa's violations 
of Sections 206(1), 206(2) and 206(4) ofthe Advisers Act, 
15 U.S.C. 
§§ SOb-6(1), SOb-6(2) and SOb-6(4), and Advisers Act Rule 206(4)-S(a)(2), 17 C.F.R. 
§ 275.206(4)-S(a)(2); and (iii) pursuant to the authority conferred upon it by Section 21(f) ofthe 
3 


Exchange Act, 15 U.S.C. § 78u(f), for violations ofFinancial Industry Regulatory Authority 
("FINRA") Rule 5210. 
6. Unless the Defendants are pennanently restrained and enjoined, they will again 
engage in the acts, practices, transactions and courses 
ofbusiness set forth in this complaint and 
in acts, practices, transactions and courses 
ofbusiness of similar type and object. 
.JURISDICTION AND VENUE 
7. The Commission brings this action pursuant to authority conferred by Section 
20(b) 
ofthe Securities Act, 15 U.S.C. § 77t(b), Section 21(d) ofthe Exchange Act, 15U.S.C. 
§ 78u(d), Section 21(f) 
ofthe Exchange Act, 15 U.S.C. § 78u(f), and Section 209(d) ofthe 
Advisers Act, 
15 U.S.C. §80h-:-9(d), seeking a final judgment: (a) restraining and pennanently 
enjoining each 
ofthe Defendants from engaging in the acts, practices and courses ofbusiness 
alleged against them herein; (b) ordering each 
ofthe Defendants to disgorge any ill-gotten gains 
and to 
pay prejUdgment interest on those amounts; and (c) imposing civil money penalties on 
each 
ofthe Defendants pursuant to Section 21(d) ofthe Exchange Act, 15 U.S.C. § 78u(d), 
Section 209 
ofthe Advisers Act, 15 U.S.C. § 80b-9, and, as to Balboa, Section 20(d) of the 
Securities Act, 
15 U.S.C. § 77t(d). 
8. The Court has jurisdiction over this action pursuant to Section 22(a) ofthe 
Securities Act, 
15 U.S.C. § 77v(a), Sections 21(d), 21(e) and 27 ofthe Exchange Act, 15 U.S.C. 
§§ 78u(d), 77u(e) and 78aa, 
an.d Section 214 ofthe Advisers Act, 15 U.S.C. § 80b-14. 
Defendants, either directly 
or indirectly, have made use ofthe means or instrumentalities of 
interstate commerce, ofthe mails, the facilities ofnational securities exchanges, andlor the 
means 
or instruments oftransportation or communication in interstate commerce in connection 
with the acts, practices, and courses 
ofbusiness alleged herein. Among other things, Defendants 
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directly or indirectly engaged in a fraudulent scheme to inflate artificially the value ofthe shares 
of a Delaware limited partnership, i.e., the Fund's domestic fee<ler fund, which were being 

offered and sold within the United States. 

9. Venue lies in the Southern District ofNew York pursuant to Section 22(a) ofthe 
Securities Act, 15 US.C. § 77v(a), Section 27 of the Exchange Act, 15 U.S.C. § 78aa, and 
Section 214 
ofthe Advisers Act," 15 US.c. § 80b-14, because certain ofthe acts, practices, 
transactions and courses 
of business constituting violations ofthe federal securities laws 
occurred within this district. For example, between January and October 2008, Balboa solicited 
prospective investors, met with existing Fund investors and traded securities for the Fund during 
visits to the Southern District 
ofNew York. In addition, venue is proper in this district as to 
De Charsonville pursuant to 
28US.C. § 1391(d) because ofhis alien status. 
THE DEFENDANTS 
10. Balboa, age 42, is a dual citizen ofthe United States and the United Kingdom 
residing in Surrey, England. Between December 2006 and October 2008, Balboa was a 
Managing Director 
ofMGIL, the Fund's investment adviser, and MGIL's designated portfolio 
manager for the Fund. As the portfolio manager, Balboa was primarily responsible for the 
management 
ofthe Fund, authored the first draft ofthe Fund's offering memorandum, drafted or 
commented on the Fund's marketing materials, and directed their distribution to investors by the 
Fund and MGIL, and was the final decision maker 
on the Fund's investments. Balboa is 
currently the Co-Founder and Managing Partner 
ofARAM Global, an asset management 
. consulting firm with offices· in New York, London and Singapore. 
5 


11. De Charsonville, age 49, is a French citizen residing in Madrid, Spain. Since 
July 2003, 
De Charsonville has been a partner and FINRA-registered foreign associate at BCP 
Securities, LLC ("BCP"), 
an SEC-registered broker-dealer headquartered in Greenwich, 
Connecticut with satellite offices in, among other places, Madrid. 
OTHER RELEVANT ENTITIES 
12. Millennium Global Emerging Credit Master Fund, Ltd. (the "Master Fund"), 
Millennium Global Emerging Credit Fund, Ltd. (the "Offshore Feeder Fund") and 
Millennium Global Emerging Credit Fund, L.P. (the "Domestic Feeder Fund") are a group of 
unregistered funds, organized in a master-feeder structure, that were collectively referred to as 
the "Millennium Global Emerging Credit Fund." During the relevant time period, the Domestic 
Feeder 
Fund's General Partner was the MGIL-affiliate, Millennium Global Management, LLC, a 
Delaware limited liability company based in Manhattan. The Fund, which was managed 
by 
MGIL, Millennium Asset Management, Ltd. ("MAML"; together with MGIL, "Millennium") 
and Balboa, reported assets 
of$844 million in August 2008 and had approximately 180 
investors. 
On October 16, 2008, the Master Fund and Offshore Feeder Fund petitioned the 
Supreme Court 
ofBermuda for voluntary liquidation and were placed under the control ofthree 
court-appointed joint provisional liquidators. On September 19,2011, the U.S. Bankruptcy Court 
for the Southern District 
ofNew York (Gropper, 1.) entered an order recognizing these Bermuda 
liquidation proceedings as foreign main proceedings pursuant to Chapter 
15 ofthe U.S. Bankruptcy 
Code. 
13. 
Millennium Global Investments, Ltd. is a privately-owned investment 
management firm based 
in London, which had offices in New York and Miami throughout the 
6 


relevant time period. Founded in 1994, MGIL purports to specialize in active currency overlay 
and alternative investment strategies for institutional investors. MGIL is  an investment adviser 
registered with the Commission and National Futures Association 
("NF A"), which, during the 
relevant time period, managed approximately $15 billion in assets through a variety 
of funds. 
Pursuant to a November 
14,2006 Investment Management Agreement and a September 24,2007 
Amendment Agreement, MGIL was the Investment Manager ofthe Fund. As Investment 
Manager, MGIL was responsible for the 
Fund's investment decisions and valuations of its non­
exchange traded securities holdings. 
14. 
Millennium Asset Management, Ltd. is a privately-owned investment 
management firm based 
in St. Peter Port, Guernsey. Founded in 1997 and an affiliate ofMGIL, 
MAML provided certain services, such as reconciliation, NAV sign-off, back-office operations 
and marketing services. MAML is registered with the NF 
A. Pursuant to aNovember 14, 2006 
Investment Management Agreement and a September 24, 2007 Ainendment Agreement, MAML 
was the Manager 
ofthe Fund, responsible for the Fund's administration. 
15. 
GlobeOp Financial Services, Ltd. is a financial services firm co-headquartered 
in London and 
New York that advertises itself as providing, among other things, independent 
valuation services to pension funds, insurance companies, asset managers and hedge funds. 
Pursuant to a December 
2006 Valuation Agent Services Agreement with MGIL, GlobeOp was at 
all times the 
Fund's independent valuation agent, responsible for providing independent 
valuations 
ofthe Fund's holdings. 
16. 
Deloitte & Touche (Bermuda), Ltd. is a member firm ofthe international public 
accounting firm, Deloitte Touche Tohmatsu Ltd. From January 2008 through October2008, 
7 


Deloitte was engaged as the Fund's independent auditor and, in this role, issued an unqualified 
opinion 
on the Fund's 2007 year-end financials. 
BACKGROUND 
Balboa's Prior Employment and Hiring at Millennium 
17. Prior to joining Millennium, Balboa worked for the fonner London-based 
investment advisory finn, Rainbow Advisory Services, Ltd. ("Rainbow"), from 2003 to 2006. 
Rainbow managed two emerging markets hedge funds and was owned and controlled by another 
individual, who was its CEO and founder (the "CEO"). 
18. The CEO made the investment decisions for Rainbow's funds. Balboa's 
responsibilities at Rainbow consisted 
ofresearch, trade execution and marketing. Accordingly, 
in the Rainbow funds' October 2005 due diligence questionnaire responses ("DDQ") for 
prospective investors, which Balboa drafted and executed, Balboa identified the CEO as the 
funds' 
"Chief Portfolio Manager" and described the CEO as solely responsible for the funds' 
"portfolio management." 
19. In or around September 2006, Balboa applied for a position at Millennium and, in 
his application materials, described his role at Rainbow as "Fund Manager" where he 
"[m]anaged over $200 million." Millennium ultimately hired Balboa to serve as a portfolio 
manager for its newly-created fund, the Millennium Global Emerging Credit Fund. Shortly 
afterwards, MGIL, at times at Balboa's direction, began distributing pitch-books to prospective 
investors for the Fund that described Balboa's previous position at Rainbow as 
"Portfolio 
Manager" and also highlighted the Rainbow funds' impressive monthly returns from 2003 to 
2006. Balboa repeated these false and misleading statements, telling at least one potential 
8 


investor ofthe Fund that he had been the "portfolio manager" at Rainbow and had been 

responsible for its trading decisions. 

Overview ofthe Fund 
20. In September 2006, the Fund was organized for the purpose ofinvesting primarily 
in sovereign and corporate debt instruments from emerging markets. The Fund was initially run 
through a single Bermuda-based entity, but in October 
2007 evolved into a master-feeder 
structure: the Bermuda-based fund was the master fund, with the Offshore Feeder Fund and the 
Domestic Feeder Fund incorporated in Bermuda and Delaware, respectively. Millennium Global 
Management, LLC, a Delaware limited liability company headquartered in Manhattan, was 
named as the general partner 
ofthe Domestic Feeder Fund. 
21. MGIL and MAML were at all times the appointed "Investment Manager" and 
"Manager," respectively, for the Fund. Balboa, a managing director at MGIL, served at all times 
as the 
Fund's portfolio manager and, as described in the Fund's offering memoranda, DDQs and 
newsletters, the final decision-maker for the 
Fund's investment decisions. While the offering 
memoranda and certain other marketing materials were distributed by and attributed to the Fund, 
certain pitch-books distributed to prospective investors bore the imprint 
of and were distributed 
byMGIL. 
22. The Fund began operations in December 2006 and ultimately raised 
approximately $800 million in investor capital primarily from institutional and fund-of-funds 
investors throughout the world, including approximately $100 million from U.S. entities. As 
part 
ofthe Fund's marketing efforts, Balboa met with, and offered shares in the Fund to, 
prospective investors world-wide, including in Manhattan and Miami. In addition to solicitation 
9 


meetings with Balboa in the U.S., the Fund's U.S. investors also: (a) received the Fund's offering 
memoranda, Subscription Agreements and marketing materials in the U.S.; (b) made their 

decision to invest in the U.S.; (c) executed their subscription agreements in the U.S.; and (d) 

along with foreign investors, wired their subscription funds to the Fund's bank account in 

Manhattan in order to consummate their purchases 
of Fund shares. 

23. In addition to retaining a host 
ofother well-known third-party providers to assist 
with its operational needs, Balboa arranged for GlobeOp to serve as the Fund's independent 
"valuation 
agent" In this capacity, GlobeOp was described in the Fund's offering memoranda as 
being "responsible for the calculation 
ofthe [Fund's] Net Asset Value" and that, "[w]herever 
practicable, 
[WOUld] use independent sources" for this purpose. In addition, the Fund's various 
DDQs touted GlobeOp's role as the Fund's "independent valuation agent" and, to this end, 
emphasized that "[t]here are no assets valued in house," that "[m]anager marks are not used to 
price the portfolio," and that "GlobeOp values 100% 
of the [Fund's] portfolio." The Fund also 
represented in its offering memoranda that its valuation methodology sought to establish "fair 
value" for illiquid and non-exchange traded investments through such factors as cost price and 
recent transaction prices, and that its financial statements would be reviewed on an annual basis 
by its outside auditor, Deloitte. Although Balboa drafted the first version 
ofthe Fund's offering 
memorandum and reviewed and edited drafts 
ofit and the Fund's DDQs -- which described 
.  GlobeOp's supposedly independent valuation methodology -- Balboa did not at any time correct 
or amend these disclosures to reveal the true nature 
of his role in supplying valuations for certain 
ofthe Fund's portfolio holdings. 
10 


24. At or near the end ofevery month, GlobeOp would determine the month-end 
valuations for each 
ofthe Fund's securities holdings, and use them to calculate the Fund's. 
month:...end total NAV, NAV per share and monthly performance, all of which were then 
communicated to investors in the Fund's monthly newsletters and used to compute Millennium's 
asset-based and performance-based management fees. Although Balboa reviewed these 
newsletters and drafted the 
"Commentary" sections 
ofeach, at no time did he correct or amend 
the newsletters to disclose that the 
NAV's were inflated by the bogus valuations he secretly 
supplied to GlobeOp through De Charsonville and Broker 
A. 
25. The GlobeOp valuations allowed the Fund to report in its monthly newsletters and 
pitch-books that it had achieved positive returns in 
19 out of21 months between December 2006 
and August 2008, over 25% annualized returns and, in August 2008, that its NA V had reached 
$844.3 million. Balboa also touted the Fund's monthly performance and NA V figures orally on 
investor conference calls and in meetings with investors and prospective investors. 
26. In addition to the Fund's final month-end valuations generated by GlobeOp, 
Balboa would provide Millennium with his mid-month and month-end performance projections 
for the Fund, incorporating the fabricated marks which Millennium would pass on bye-mail to 
the Fund's investors. 
27. The Fund paid management and performance fees to Millennium that were based 
on GlobeOp's monthly NAV calculations. The management fee was 
0.l67% (2% annual) ofthe 
Fund's month-end overall 
NAV and paid monthly; the performance fee was 20% of any NAV 
per share price appreciation, 
on a high-water mark basis, that was determined and paid each 
quarter. From December 2006 to September 2008, Millennium received approximately $19.1 
11 


million in management and perfonnance fees from the Fund. Over this same time-period, as 
compensation for the investment advice he provided to the Fund, and in recognition 
of the 
purported returns he was producing and the growth 
of assets under management, Balboa received 
from Millennium a 40% share 
of the fees it collected from the Fund (minus certain expenses), 
which amounted to roughly $6.5 million in total. 
THE DEFENDANTS' FRAUDULENT SCHEME 
The Nigerian and Uruguayan Warrants 
28. Among the Fund's many sovereign debt holdings were Nigerian payment 
adjustment warrants and Uruguayan value recovery rights (together, the "Warrants"). These 
Warrants, which were created as part 
ofthe "Brady Bond" restructuring of emerging market 
bank loans in the early 1990s, were illiquid and traded on an over-the-counter basis. The Fund 
purchased 23,500 
ofthe Nigerian Warrants between January and March 2007 for an average 
price 
of$244per warrant and a total price of$5.7 million; it purchased 9.5 million ofthe 
Uruguayan Warrants in March 2007 at a price of$0.016 per warrant for a total cost of 
$152,000. 
29. Between December 2007 and September 2008, the Nigerian Warrants never 
traded above $237. As for the Uruguayan Warrants, there were no trades or published quotes 
for this security during this same time period. Moreover, because the payment rights for the 
Uruguayan Warrants are contingent upon a commodities index reaching a strike-price that has 
never been met, these Warrants have never made a payment to investors 
and, as a result, have at 
all times been virtually worthless. 
12 


The Defendants' Manipulation of GlobeOp's Monthly Valuations 
30. The Fund's offering memoranda, various DDQs and audited financials described 
the valuation methodology and procedures GlobeOp would employ to produce its valuations and 
to calculate the Fund's NAV. For the Fund's illiquid and non-exchange traded securities, such 
as the Warrants, GlobeOp was to obtain mark-to-market quotes (i.e., marks) on a monthly basis 
from outside brokers. The same materials also stated that, "whenever possible," GlobeOp would 
use marks from more than one source for each non-exchange traded security for valuation 
purposes. GlobeOp thus relied 
on the brokers to provide it with marks that reflected the brokers' 
realistic views 
ofthe prices the securities would command in arms-length transactions between 
market participants, based on their experience executing trades or making markets in those . 
securities. 
31. Balboa provided GlobeOp with the names 
of brokers who could purportedly 
provide month-end marks for the Fund's illiquid holdings and identified De Charsonville and 
Broker A as sources 
of marks for the Warrants. Balboa recommended De Charsonville and 
Broker A even though he knew that neither one regularly traded or made markets in either 
of 
these securities. Nonetheless, as a result of Balboa's referrals, GlobeOp subsequently sought and 
obtained monthly marks for the Warrants from these two ostensibly independent brokers and 
typically used their marks as the sole basis for the Fund's month-end valuations ofthese two 
securities. 
32. De Charsonville provided GlobeOp with purported month-end marks from at least 
January 2008 to October 2008 for the Nigerian Warrants; he provided marks for the Uruguayan 
Warrants for six months in 2008. Broker A purported to provide GlobeOp with marks from 
13 


January 2008 through April 2008 for the Nigerian Warrants and in April and May 2008 for the 
Uruguayan Warrants. 
33. Ofthe 30 purportedly "independent" marks for the Warrants provided to GlobeOp 
by De Charsonville and Broker A between January 2008 and October 2008, at least 17 ofthem 
came directly from Balboa. 
On many of these occasions, the scheme was perpetrated in the 
following sequence: (i) GlobeOp would e-mail 
De Charsonville or Broker A asking for the 
marks for the Warrants (as well as other securities) for the preceding month; (ii) 
De Charsonville 
or Broker A would then e-mail Balboa either requesting a price from him or asking about his 
availability to "mark to market"; (iii) Balboa would either send a reply e-mail or call them with 
his desired prices for the securities; and (iv) the two brokers would then reply to GlobeOp's e-
mail with 
the prices they had obtained from Balboa. 
34. The following chart details the 17 occasions 
on which Balboa -- either by email or 
by telephone -- conveyed to De Charsonville and/or Broker A the marks they were to provide 
GlobeOp as purportedly independent market quotes. In each instance, and shortly after 
receiving the marks from Balboa, De Charsonville and Broker A passed them on as their own to 
GlobeOp. 
DATE 
BROKER SECURITY PRICE 
111112008 
Broker A 
Nigerian Warrants 
$525 
3/4/2008 
Broker A 
Nigerian Warrants $515-525 
51512008 De Charsonville Nigerian Warrants $1,300-1,500 
5114/2008 De Charsonville 
Nigerian Warrants $1,300-1 ;500 
6/312008 De Charsonville Nigerian Warrants $1,300-1,500 
6/4/2008 
De Charsonville 
Uruguayan Warrants 
$2.25-2.75 
6/1612008 
De Charsonville 
.  Uruguayan Warrants $3.30-3.80 
7/112008 De Charsonville 
Nigerian Warrants 
$1,300-1,500 
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DATE 
BROKER SECURITY PRICE 
7/1/2008 De Charsonville Uruguayan Warrants 
$3.50-3.90 
7116/2008 
De Charsonville Nigerian Warrants 
$2,240-
2,440 
8/612008 De Charsonville 
Nigerian Warrants $2,650-3,680 
8118/2008 
De Charsonville Uruguayan Warrants $9.25-9.75 
91212008 De Charsonville 
Nigerian Warrants 
$2,750~3,200 
9/212008 
De Charsonville Uruguayan Warrants $8.50-9.50 
9/16/2008 
De Charsonville Nigerian Warrants $3,275-3,875 
1011/2008 
De Charsonville Nigerian Warrants $3,000-4,000 
10/1/2008 De Charsonville Uruguayan Warrants 
$8.00-9.00 
35. Neither De Charsonville nor Broker A ever disclosed to GlobeOp that the marks 
they were providing were based solely on the numbers Balboa had given them. In addition to 
passing on Balboa's phony marks, on at least three occasions, May 
14,2008, July 16,2008 and 
August 18,2008, De Charsonville provided GlobeOp with Balboa's scripted justifications for 
some 
ofthe larger price increases for the Warrants. In doing so, De Charsonville did not tell 
GlobeOp that he, himself, had no basis for providing the increased marks 
or that the increased 
marks and the justifications had been supplied by Balboa. Moreover, on at least three other 
occasions, June 
16,2008, October 
8,2008 and October 29,2008, De Charsonville affirmatively 
misled GlobeOp about the basis for his marks, telling GlobeOp that they came from his "local 
sources." 
36. While Balboa knew that GlobeOp relied 
onDe Charsonville and Broker A as 
independept sources, he did not inform GlobeOp that he was the real source 
ofthe marks. As 
part 
of the Fund's monthly valuation process, GlobeOp would run its asset valuations, and the 
underlying marks it received, by Balboa for review and approval. As 
aresult, Balboa knew that 
GlobeOp was using the fictitious marks provided by him through De Charsonville and Broker A 
15 


to calculate the Fund's NAV, although he did not disclose to GlobeOp that the marks had 
originated with him. 
37. Nor did Balboa make any effort to tie the marks he supplied to real market prices. 
In fact, 
on at least two occasions, he ignored what he knew about recent market activity in setting 
the valuations he provided De Charsonville for GlobeOp. With respect to the Nigerian Warrants, 
on September 
1, 2008, Balboa learned from a broker at Exotix Ltd. that the broker had just sold 
40,000 
ofthe security at "around $215" and that he would sell Balboa any of Exotix's client's 
remaining 45,000 holdings 
of the security at or around the same price. Balboa declined the offer, 
but on the next day, he instructed De Charsonville over the phone to provide GlobeOp with a 
mark 
of$2,750-3,200 forthe Nigerian Warrants -- a value 15 times greater than the price he had 
just been quoted. Then, just two weeks later, and without seeing any higher quotes, on 
September 16,2008, Balboa caused a further increase in the Fund's valuation 
ofthe Nigerian 
Warrants by directing De Charsonville to provide a revised August 2008 month-end mark 
of 
$3,275-3,875. GlobeOp's incorporation ofthat mark into its final August month-end NAV 
calculation resulted in the Fund's recording 
ofan additional $3.76 million in bogus profits. 
38. Balboa also ignored the actual market value for the Uruguayan Warrants. On 
September 12,2008, Balboa had the Fund purchase 48 million 
of Uruguayan Warrants at a price 
of$0.035 a piece. The newly-acquired Uruguayan Warrants were called the "VRR-A" 
Warrants; the Warrants already held by the Fund were denoted as the "VRR'-B" Warrants. 
Because the new VRR-A Warrants bore the same terms and were part 
of the same issue as the 
Fund's existing VRR-B Uruguayan Warrants, their fair market values should have been virtually 
identical. Nevertheless, on October 
1, 2008, Balboa instructed De Charsonville to provide 
16 


GlobeOp with a September 2008 month-end mark of $8.50-9.50 for the VRR-B Uruguayan 
Warrants, approximately 300 times greater than the purchase price he 
hadjust paid for the 
virtually identical VRR-A Warrants a little more than two weeks earlier. 
39. Between April and July 2008, when the Fund's valuations for the Warrants 
collectively increased thirteen-fold by $157 million (while the rest 
ofthe Fund's portfolio 
experienced close to $200 million in losses), Balboa used the Warrants' seeming appreciation to 
conceal losses sustained in the Fund's other holdings. The following chart illustrates how 
Balboa inflated the Warrants' valuation to avoid reporting losses 
or to pare down substantial 
losses sustained by the Fund: 
Month Change in Nigeria 
Warrants 
Valuation ($) 
Change 
in 
Uruguay Warrants 
Valuation 
($) 
Fund's Overall 
Reported Growth 
Fund's Actual 
Overall Growth 
(without 
NIG or 
UGYgains) 
April 
2008 
+20,625,416 
+23,750 -29,483,898 
(-4.28%) 
-50,109,314 
1-7.44%) 
May 2008 0 
+33,368,750 +7,190,196 
(+0.91%) 
-26,178,554 
J-3.51%) 
June 2008 +22,442,500 
+1,425,000 +1,389,809 
(+0.17%) 
-22,477.691 
(-3.04%) 
July 2008 +25,262,500 +55,100,000 
-25,923,985 
(-3.16%) 
-106,286,485 
(-14.53%) 
40. Notably, during the same four-month time-period, either one or both of the 
Warrants were among the Fund's top two monthly performers. However, Balboa never once 
mentioned the astonishing performances 
ofeither security in the "Commentary" section he 
authored for the Fund's newsletters for those months. Instead, in order to deflect investor 
attention from the Warrants' suspect valuations, Balboa misleadingly identified other 
investments as the Fund's 
"top performers" for April and June 2008, even though the Nigerian 
17 


Warrants were actually the Fund's number one and two performers, respectively, for those two 
months. 
The Defendants' Manipulation of Deloitte's 2007 Year-End Audit 
41. Balboa also had De Charsonville and Broker A pass on bogus 2007 year-end 
marks for the Nigerian Warrants to the Fund's outside auditor, Deloitte, in connection 
withits 
review ofthe Fund's 2007 year-end financials.! 
42. Specifically, 
on or about April 11,2008, at Balboa's direction, De Charsonville 
provided Deloitte with 2007 year-end marks 
of$370-470 for the Nigerian Warrants, even though 
the highest trading price for that time was $235. On or about June 12,2008, at Balboa's 
direction, Broker A provided Del6itte with 2007 year-end marks 
of$525 for the same securities. 
43. Based on these two artificial marks, Deloitte proposed no adjustment to the 
Fund's 2007 year-end valuation ofthe Nigerian Warrants, which was more than double the 
securities' fair market value at the time, or 2007 year-end NAV. Deloitte later issued an 
unqualified opinion on the 
Fund's 2007 year-end financials, which was distributed to the Fund's 
prospective and current investors. 
THE COLLAPSE OF THE FUND 
44. On October 16,2008, in the wake ofthe credit crisis, the Fund's portfolio 
.. suffered nearly 
$1 billion in losses and was forced to file "winding up" petitions with the 
Supreme Court 
of Bermuda. The Fund was subsequently placed under the control ofthree court-
The Fund's overvaluation 
ofthe Fund's Uruguayan Warrants holdings did not begin until 
May 
2008 and so its inflated values were not reflected in the Fund's 2007 financial statements. 
18 


appointed joint provisional liquidators (the "Liquidators"), who continue to oversee the 
liquidation and distribution 
ofthe Fund's assets. 
45. As oftoday, the 
Fund's investors have not had any oftheir invested funds 
returned to them. 
BALBOA'S COVER-UP SCHEME 
46. Following the Fund's placement into liquidation proceedings in Bermuda, Balboa 
launched a cover-up scheme in an attempt to prevent the Bermudian Liquidators from detecting 
his overvaluations 
ofthe Warrants. In furtherance ofthis scheme, Balboa persuaded two 
London-based brokers, both former coworkers -- "Broker B" and "Broker 
C" -- to falsely 
represent to MGIL that they had traded either 
the Nigerian or Uruguayan Warrants in 2008 at 
prices that were comparable to the Fund's recorded values for each ofthose securities. 
47. In the case 
ofthe Nigerian Warrants, Balboa provided Broker B with a letter 
containing a list 
offalse pricing levels that reached as high as $3,725 and directed him to fax it to 
MGIL 
on Broker B's firm letterhead as evidence ofthe prices Broker B's firm was quoting in 
2008. Neither Broker B nor his firm had ever traded or made markets for the Nigerian Warrants. 
48. Similarly, Balboa directed Broker C to send a series 
of e-mails to MGIL in which 
he falsely represented that Broker 
C's firm had traded the Uruguayan Warrants on three 
occasions between 2007 and 2008 at prices between $5.50 and 
$11 and inquiring if Millennium 
would be willing to sell any 
ofits holdings ofthis security to one of his clients. Balboa drafted 
all 
ofthe Broker C's correspondence with MGIL, including the e-mail that contained the 
purported historical trading prices for the security 
of Broker C's firm. Neither Broker C nor his 
firm 
had ever traded or made markets for the Uruguayan Warrants. 
19 


THE DEFENDANTS' GAINS FROM THE FRAUD 

49. The Defendants profited from their fraudulent scheme. Balboa received 
approximately $6.5 million in compensation from Millennium that was tied to the performance 
and growth in assets under management 
ofthe Fund, both ofwhich were substantially enhanced 
by the Defendants' fraudulent overvaluation scheme. 
50. Balboa also rewarded De Charsonville and Broker A for their participation in the 
scheme through "kick-back" business from the Fund. As a result 
of Balboa having steered the 
Fund's trading business their way, the Fund became a top client for both De Charsonville and 
Broker A at their firms. In particular, De Charsonville personally made approximately $443,000 
in trading commissions from the trades that they arranged for the Fund throughout its existence. 
Moreover, in February 2008, shortly after Broker A began passing on Balboa's purported marks 
to GlobeOp, Balboa purchased approximately $35,000 in goods from a furniture store owned by 
Broker A. 
FIRST CLAIM FOR RELIEF 

Violations of Section lO(b) of the Exchange Act 

and Rule lOb-5(a) and (c) Thereunder 

(Balboa and De Charsonville) 

51. The Commission repeats and realleges paragraphs 1· through 50 ofits Complaint. 
52. The Defendants, directly 
or indirectly, singly or in concert, by use ofthe means or 
instrumentilities 
of interst~te~oIIlIIlerce or ofthe mails, or of the facilities of a national securities 
exchange, in connection with the purchase 
or sale of securities, knowingly or recklessly, have: 
(a) employed devices, schemes 
or artifices to defraud; and (b) engaged in acts, practices or 
courses 
of business which operated or would have operated as a fraud or deceit upon purchasers 
of securities and upon other persons. 
20 

53. By reason ofthe foregoing, the Defendants, directly or indirectly, singly or in 
concert, violated, are violating, and unless enjoined will again violate, Section 1 
O(b) of the 
Exchange Act, 
15 U.S.C. § 78j(b), and Rule IOb-5(a) and (c), 17 C.F.R. §§ 240.l0b-5(a) and (c), 
thereunder. 
SECOND CLAIM FOR RELIEF 

Aiding and Abetting Balboa's Violations of Section lOeb) 

of the Exchange Act and Rule lOb-Sea) and (c) 

(De Charsonville) 

54. The Commission repeats and realleges paragraphs 1 through 50 of its Complaint. 
55. By reason 
of the foregoing and pursuant to Section 20(e) of the Exchange Act, 
15 U.S.C. § 78t(e), De Charsonville, directly or indirectly,aided and abetted Balboa's primary 
violations 
of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule IOb-5(a) and (c), 
17 C.F.R. §§ 240.10b-5(a) and (c), thereunder, because he knowingly provided substantial 
assistance to Balboa's violations 
of Section 10(b) ofthe Exchange Act, 15 U.S.C. § 78j(b), and 
Rule IOb-5(a) and (c), 
17 C.F.R. §§ 240.10b-5(a) and (c), thereunder. 
THIRD CLAIM FOR RELIEF 
Aiding and Abetting the Fund's and/or MGIL's Violations of Section lOeb) 
oftlie Exchange Act and Rule IOb-S(b) Thereunder. 
(Balboa) 
56. The Commission repeats and realleges paragraphs 1 through 50 of its Complaint. 
57. The Fund and/or MGIL, directly 
or indirectly, singly or in concert, by use ofthe 
means 
or instrumentalities ofinterstate commerce or ofthe mails, or ofthe facilities of a national 
securities exchange, in connection with the purchase or sale 
of securities, knowingly or 
recklessl y, made untrue statements 
ofmaterial fact and omitted to state material facts necessary 
in order to make the statements made, in the light 
ofthe circumstances under which they were 
21 


made, not misleading. 
58. By reason 
of the foregoing, and pursuant to Section 20(e) of the Exchange Act, 
150.S.C. § 78t(e), Balboa, directly or indirectly, aided and abetted the Fund's and/or MGIL's 
primary violations 
of Section IO(b) ofthe Exchange Act, 15 U.S.c.§ 78j(b), and Rule lOb-5(b), 
17 C.F.R. § 240.1 Ob-5(b), thereunder, because he knowingly provided substantial assistance to 
the Fund's and/or MGIL's violations 
of Section IO(b) ofthe Exchange Act, 15 U.S.C. § 78j(b), 
and Rule lOb-5(b), 
17 C.F.R. § 240. IOb-5(b), thereunder. 
FOURTH CLAIM FOR RELIEF 
Violations 
of Section 17(a)(I) ofthe Securities Act 
(Balboa) 
59. The Commission repeats and realleges paragraphs 1 through 50 of its Complaint. 
60. Balboa, directly or indirectly, by use ofthe means or instruments oftransportation 
or communication in interstate commerce and by use 
ofthe mails, in the offer or sale of 
securities, knowingly or recklessly employed devices, schemes or artifices to defraud. 
61. By reason 
ofthe foregoing, Balboa directly or indirectly violated, and, unless 
enjoined, 
is reasonably likely to continue to violate, Section 17(a)(l) ofthe Securities Act, 
.15 U.S.C. § 77q(a)(1). 
FIFTH CLAIM FOR RELIEF 
Violations 
of Section 17(a)(2) and (3) of the Securities Act 
(Balboa) 
62. The Commission repeats and realleges paragraphs 1 through 50 of its Complaint. 
63. Balboa, in the offer or sale 
of securities, by the use ofthe means or instruments of 
transportation and communication in interstate commerce and by the use ofthe mails, directly or 
indirectly, knowingly, recklessly 
or negligently, has obtained money or property by means of 
22 


untrue statements of material fact or omissions to state material facts necessary in order to make 
the statements made, in light 
ofthe circumstances under which they were made, not misleading; 
or has engaged in transactions, practices or courses ofbusiness that have been operating as a 
fraud 
or deceit upon purchasers ofsecurities. 
64. 
By reason ofthe foregoing, Balboa, directly or indirectly violated, and, unless 
enjoined, is  reasonably likely to continue to violate, Sections 17(a)(2) and (3) 
ofthe Securities 
Act, 15 U.S.C. §§ 77q(a)(2) and (3). 
SIXTH CLAIM FOR RELIEF 

Violations 
of Section 206(1) and (2) of the Advisers Act (Balboa) and Aiding and 

Abetting Violations 
of Section 206(1) and (2) of the Advisers Act (De Charsonville) 

65. The Commission repeats and realleges paragraphs 1 through 50 ofits Complaint. 
66. Balboa, while acting as an investment adviser, 
by use ofthe mails, and the means 
and instrumentalities 
of interstate commerce, directly or indirectly, knowingly or recklessly: (a) 
employed devices, schemes, 
or artifices to defraud his clients or prospective clients; and has (b) 
engaged in transactions, practices, and courses 
of business which operated or would have 
operated as a fraud 
or deceit upon clients or prospective clients. 
67. By reason 
ofthe foregoing, Balboa directly or indirectly violated, and unless 
enjoined is reasonably likely to continue to violate, Sections 206(1) and (2) 
ofthe Advisers Act, 
15 U.S.C. §§ 80b-6(1), 80b-6(2). 
68. 
By reason ofthe foregoing, De Charsonville, directly or indirectly, aided and 
abetted Balboa's primary violations 
of Sections 206(1) and (2) ofthe Advisers Act, 15 U.S.C. §§ 
80b-6(1), 80b-6(2), because he knowingly provided substantial assistance to Balboa's violations 
of Sections 206(1) and (2) ofthe Advisers Act, 15 U.S.c. §§ 80b-6(1), 80b-6(2). 
23 


SEVENTH CLAIM FOR RELIEF 

Aiding and Abetting Violations 
of Section 206(1) and (2) of the Advisers Act 
(Balboa) 
69. The Commission repeats and realleges paragraphs 1 through 50 of its Complaint. 
70. MGIL, while acting as 
an investment adviser, by use ofthe mails, and the means 
and instrumentalities 
of interstate commerce, directly or indirectly, knowingly or recklessly: (a) 
employed devices, schemes, 
or artifices to defraud its clients or prospective clients; and (b) 
engaged 
in transactions, practices, and courses of business which operated or would have 
operated as a fraud or deceit upon clients 
or prospective clients. 
71. By reason 
ofthe foregoing, Balboa directly or indirectly, aided and abetted 
MGIL's primary violations ofSections 206(1) and (2) ofthe Advisers Act, 15 U.S.C. §§ 80b­
6(1), 80b-6(2), because he knowingly provided substantial assistance to MGIL's violations 
of 
Sections 206(1) and (2) ofthe Advisers Act, 15 U.S.C. §§ 80b-6(1), 80b-6(2). 
EIGHTH CLAIM FOR RELIEF 
Violations 
of Section 206(4) and Rule 206(4)-8(a)(2) Thereunder of the 
Advisers Act (Balboa) and Aiding and Abetting Violations of Section 
206(4) and Rule 206(4)-8(a)(2) 
ofthe Advisers Act (De Charsonville) 
72. The Commission repeats and realleges paragraphs 1 through 50 of its Complaint. 
73. .  Balboa, while acting as an investment adviser to a pooled investment vehicle, 
knowingly, recklessly or negligently engaged in acts, practices 
or courses ofbusiness which are 
fraudulent, deceptive, 
or manipulative with respect to an investor or prospective investor in the 
pooled investment vehicle. 
74. 
By reason ofthe foregoing, Balboa directly or indirectly, violated and unless 
enjoined is reasonably likely to continue to violate, Section 206(4) 
ofthe Advisers Act, 
15 U.S.C. §§ 80b-6(4), and Advisers Act Rule 206(4)-8(a)(2), 17 C.F.R. § 275.206(4)-8(a)(2). 
24 


75. By reason ofthe foregoing, De Charsonville directly or indirectly, aided and 
abetted Balboa's primary violations 
of Section 206(4) ofthe Advisers Act, 15 U.S.c. §§ 80b­
6(4), and Advisers Act Rule 206(4)-8(a)(2), 17 C.F.R. § 27S.206(4)-8(a)(2), because he 
knowingly provided substantial assistance to Balboa's violations 
ofSection 206(4) of the 
Advisers Act, 
15 U.S.C. §§ 80b-6(4), and Advisers Act Rule 206(4)-8(a)(2), 17 C.F.R. § 
275.206( 4)-8(a)(2). 
NINTH CLAIM FOR RELIEF 

Aiding and Abetting Violations of Section 206(4) and 

Rule 206(4)-8(a)(2) Thereunder ofthe Advisers Act 

(Balboa) 

76. The Commission repeats and realleges paragraphs 1 through 50 of its Complaint. 
77. MOIL, while acting as 
an investment adviser to a pooled investment vehicle, 
knowingly, recklessly or negligently engaged in acts, practices or courses 
of business which are 
fraudulent, deceptive, or manipulative with respect to an investor 
or prospective investor in the 
pooled investment vehicle. 
78. By reason 
ofthe foregoing, Balboa directly or indirectly, aided and abetted 
MOIL's primary violations ofSectjon 206(4) ofthe Advisers Act, 15 U.S.c. §§ 80b-6(4), and 
Advisers 
Act Rule 206(4)-8(a)(2), 17 C.F.R. § 275.206(4)-8(a)(2), because he knowingly 
provided substantial assistance to MOIL's violations of Section 206(4) ofthe Advisers Act, 
15 U.S.C. §§ 80b-6(4), and Advisers Act Rule 206(4)-8(a)(2), 17 C.F.R. § 275.206(4)-8(a)(2). 
25 


TENTH CLAIM FOR RELIEF 

Violation 
of FINRA Rule 5210 under Exchange Act § 21(f) 
(De Charsonville) 
79. The Commission repeats and realleges paragraphs 1 through 50 of its Complaint. 
80. Under FINRA Rule 5210, registered persons, including foreign associates, shall 
not, among other things, "publish or circulate, 
or cause to be published or circulated, any ... 
communication ofany kind which ... purports to quote the bid price or asked price for any 
security, unless such member believes that such quotation represents a bona fide bid for, or offer 
of, such security." 
81. By reason 
of the foregoing, De Charsonville knowingly, recklessly or negligently 
violated FINRA Rule 5210 and, pursuant to Exchange Act 
§ 21(f), 15 U.S.C. § 78u(f), 
De Charsonville should be enjoined from violating such rule. 
PRAYER FOR RELIEF 
WHEREFORE, 
the Commission respectfully requests that this Court enter a Final 
Judgment: 
I. 
Permanently enjoining and restraining each of the Defendants, their agents, servants, 
employees and attorneys and all persons in active concert or participation with them who receive 
actual notice 
of the injunction by personal service or otherwise, and each of them, from violating, 
directly 
or indirectly, Section lOeb) of the Exchan.ge Act, is U.S.C. § 78j(b), and Rule rob~5, 
17 C.F.R. § 240.lOb-5, thereunder. 
26 


II. 

Permanently enjoining and restraining each ofthe Defendants, their agents, servants, 
employees and attorneys and all persons in active concert or participation with them who receive 
actual notice 
ofthe injunction by personal service or otherwise, and each ofthem, from, directly 
or indirectly, aiding and abetting violations of Section 10(b) ofthe Exchange Act, 15 U.S.C. 
§ 78j(b), and Rule 
lOb-5, 17 C.F.R. § 240.1 Ob-5, thereunder. 
III. 
Permanently enjoining and restraining Balboa, his agents, servants, employees and 
attorneys and all persons in active concert or participation with them who receive actual notice 
of 
the injunction by personal service or otherwise, and each ofthem, from violating, directly or 
indirectly, Section 17(a) ofthe Securities Act, 15 U.S.C. § 77q(a). 
IV. 
.  Permanently enjoining and restraining Balboa, his agents, servants, employees and 
attorneys and all persons in active concert or participation with them who receive actual notice 
of 
the injunction by personal service or otherwise, and each ofthem, from violating, directly or 
indirectly, Section 206(1), (2) and (4) 
ofthe Advisers Act, 15 U.S.C. §§ 80b-6(4), and Advisers 
Act Rule 206(4)-8(a)(2), 17 C.F.R. § 275.206(4)-8(a)(2), thereunder. 
V. 
Permanently enjoining and restraining each ofthe Defendants, their agents, servants, 
employees and attorneys and all persons in active concert or participation with them who receive 
actual notice 
ofthe injunction by personal service or otherwise, and each ofthem, from, directly 
or indirectly, aiding and abetting violations 
of Section 206(1), (2) and (4)ofthe Advisers Act, 15 
27 


v.S.c. §§ 80b-6(4), and Advisers Act Rule 206(4)-8(a)(2), 17 C.F.R. § 275.206(4)-8(a)(2), 
thereunder. 
VI. 
Pennanently enjoining and restraining De Charsonville, his agents, servants, employees 
and attorneys and all persons in active concert or participation with them who receive actual 
notice 
of the injunction by personal service or otherwise, and each ofthem, from violating, 
directly 
or indirectly, FINRA Rule 5210. 
VII. 
Ordering each ofthe Defendants to disgorge all ill-gotten gains, including prejudgment 
interest, resulting from the acts 
or courses of conduct alleged in this Complaint. 
VIII. 
Ordering each of the Defendants to pay civil money penalties pursuant to Section 20(d) 
ofthe Securities Act, 15 U.S.c. § 77t(d), Section 21(d) ofthe Exchange Act, 15 U.S.c. 
§ 78u(d)(3), and Section 209(e) 
of the Advisers Act, 15 V.S.C. §80b-9(e). 
28 


IX. 
Granting such other and further relief as the Court deems just and proper. 
DEMAND FOR JURY TRIAL 
Under Rule 38 ofthe Federal Rules ofCivil Procedure, the Commission demands trial by 
jury in this action 
ofall issues so triable. 
Dated: December 
1, 2011 
New York, 
New York 
Respectfully submitted, 
SE~SAND}~CHAN.ANGGEE CCmOMMISSION 
By·~L---
George S. Canellos . 
Regional Director 
New York Regional Office 
3 World Financial Center, Room 400 
New York, New York 10281 
(212) 336-1023 (Brown) 
E-mail: [email protected] 
OfCounsel: 
Bruce Karpati 
Nancy 
A. Brown 
William T. Conway 
III 
29