Monday, March 12, 2012

2012 WPT Bay 101 Shooting Star

Many define poker as a sport and professional poker pros as athletes. A sport is defined "as an athletic activity requiring skill or physical prowess and often of a competitive nature, as racing, baseball, tennis, golf, bowling, wrestling, boxing ,hunting, fishing, etc." on Dictionary.com. On March 5 - 9, 2012, these athletes used their skills to compete at the World Poker Tour's Bay 101 Shooting Star poker tournament in San Jose, California. The 10K buy-in was reduced 15% and free private jet travel from Los Angeles and Las Vegas was provided by Bay 101 Casino, as appearance fees for big shot pros. Poker's big guns ranging from Daniel Negreanu to Mike "The Mouth" Matusow were among the 47 bounties in the 364 player field. 5K is awarded to those who bust out the bounties. All were knocked out and none made it to the final table! A first in WPT history.

These "athletes" seemed more concerned with tweeting and texting at their tables rather than concentrating on opponents and the game. Can you imagine Major League Baseball's outfielders and infielders tweeting in-between pitches? Or an amateur winning the U.S. Open at golf? It is no surprise underdog and overachiever, Bay Area local amateur Moon Kim, won and collected $960,900. Kim qualified through a 1K buy in at a Bay 101 satellite and captured the title the hard way; hard work and short-term good luck.

Howard Lederer and 2000 World Series of Poker Main Event Champion Chris Ferguson were among the missing at this year's Shooting Star. On September 20, 2011, Preet Bharara, the United States Attorney for the Southern District of New York, filed forfeiture and civil money laundering charges against Lederer and Ferguson, alleging a "massive Ponzi scheme" against Full Tilt Poker's players.

Last year's tournament attracted 415 players compared to 364 this year. Bay 101 conducted satellites last year on Full Tilt Poker to attract players. The online site was shut down in the United States by the Department of Justice on "Black Friday", April 15, 2011. Bay 101 officials blame the DOJ closure for its lower participation of players at this year's WPT event.
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Wednesday, February 22, 2012

Casino Examiner JSTAT gambling tweets (Jan/Feb)


The Casino Examiner JSTAT's musings @Casino_Examiner on Twitter... 
































































































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Friday, February 3, 2012

Blackjack card counting Q&A on YouTube

 The Casino Examiner's Moviemakerjjcasino YouTube Channel questions and answers...

Q) Hey moviemaker, I love the films you have produced, I have never card counted in my life and I mastered down your technique last week and went to the casino today, I went up 300 and left. I was very confident in playing, and I wanted to thank you for the information you have given. I have one question, is the count produced in your videos Edward Thorp's, and did you use his count, or did you base your count system off his? 

A) Thorp proved that counting Tens vs non tens with an ace side count wins in his original 1962 book "Beat The Dealer." I made a few changes. My Ten Count is an upgrade of Thorp's Ten Count. The non-tens(except aces) are +1, tens are -2. The aces are side counted to calculate blackjack frequencies and perfect insurance. With more tens( plus count ) and aces left, the chances of receiving blackjacks increase.

Q) hi man, im learning all the USTON APC matrixes and im trying to side count the aces, but its to difficult with 6 decks . . . how do you do that ?
how is your spread . . . 1 to 6, 1 to 12 ?
what could be the playing efficiency and the betting efficiency of your system, performing it perfect.
I want to make a living with the blackjack but i dont have a bankroll, what can i do ? only play in super high counts ? hahaa help me please

thanks a lot, im adoring your count 

A) You won't be able to make a living at blackjack. You will get barred if you are too good. Get a legit job and play on vacations or on the side. I cut my teeth playing single deck in Reno and Lake Tahoe as a supplement to my income. The Ten Count works better with one or two decks. Beat these games before moving up. 6 deck is a different animal. Stick to table hopping 6 deck and playing only true counts of +1 or more for now.

Q) since ur count is a balanced count i assume u have to convert to true count when betting? 

A) Yes, the Thorp's upgraded Ten Count in this video is a balanced count. In a handheld game such as single deck or double deck, we count with quarter decks. At the 6/8 deck game for now, divide the running count into the number of decks left for the true count.

Q) I do most of my gambling in atlantic city because I am from the east coast. I am practicing this count relentlessly. I want to start on the single or double deck games. However I dont know where I can find a casino that has these games and pays 3/2 on blackjack. If anyone knows a good spot in atlantic city please let me know. I am going next week and want to try this method out, it looks great. I would rather not start out on a six deck table. 

A) When table hopping 6 decks, always start after the shuffle. Wait a hand or two before leaving for another table. Play only at true counts of +1 or more. Watch for other tables that are shuffling or close to shuffling. If not, go to another pit or casino and repeat. Count two cards at a time when practicing. Play perfect basic strategy and don't go on tilt. Use money management and discipline to have a fighting chance in Atlantic City.

Q) Thanks for the tips man, I hoping all this practice and "studying" will pay off next week. Do you know where to go in AC? Like what casinos would give me the best oppurtunity for success? 

A) More 8 deck games than 6 deckers in Atlantic City. According to Stanford Wong's CBJN, Trump Plaza has 26 six decks with a $25 minimum. The Tropicana has 26 six deckers also with $25 minimums. Borgota has 37 with only a $10 minimum. Hilton with 17 at $25.

Q) JJcasino, i was curious if I could make any money at this game.

Doubledeck, 50% penetration and only can double on 9,10, and 11. Counting double deck is extremely easy and its much easier to calculate ace-rich and poorness. However, its the 50% penetration and no soft hand doubles that makes me question whether I can make money at this game. 

A) YES WE CAN make money at double deck with 50% penetration. Check out our "Blackjack Count High-Low Shattered" video on this Channel. Beating double deck is explained after a lesson on the high-low myth is explained on this video.

Q) Hi jj, I've been looking at different books on blackjack and have learned about many counts the past two weeks but cannot decide which one to focus on. I see that yours is great for one or two deck games, but how good at 8 decks is it, especially since the complication of Ace side and 8,9 comes in? I was looking into the hi/lo, but like you said and everyone knows, "they" all know that count. If yours is good for 8 decks at 75% penetration which is really only game around here, I would dig the advice bud. Keep it up dude, your videos are great!

A) The Ten Count in the video works with all decks. The ace side count enhances your opportunity to get more blackjacks. I've won on 8 decks as well as single deck.

Q) Thx JJ, I appreciate your help and quick response! After I get used to counting and keeping track of Aces, how do I calculate that from my run count. I know that there should be an Ace every 1/4 deck and if there are 2 within one 1/4 that means to subtract 1 from the run count, correct? But, after I calculate that, do I return back to original run count after I bet according to the Ace adjustment? For example, if my run count is +2 and my Ace/Run adjustment is +1, when the next round is being dealt I revert back at +2 or just stay with the Ace adjusted count of +1? 

A) Always go back to the main count. The ace side count is also used for perfect insurance. At 1.5 at a 2 deck game, the count is plus 6 with that one ace as the dealers card. She asks for insurance. We need at total of 6 to take it. +6 minus the extra ace to be played is +5. We don't take insurance. We then revert back to the main count which is +6 right now.

Q) hey i really like your vidz and i was wondering because i'm just a beginner at this card counting .. what do you recommend for beginners ?? 

A) I've tried all the other counts and failed. The Ten Count in the videos work for me.

Q) when counting cards are you only counting yours and the dealer's cards or everyone else on the table? 

A) Every card that is played by the other players, your own, and the dealers cards are counted.

Q) Will the card counting also give me an advantage playing blackjack online for money? 

A) I would not trust online casinos. You have no recourse provided by the US Government if cheated.
Ultimate Bet was caught cheating its poker players by exposing all the cards to insiders. This only scratches the top of the surface concerning online gambling.

Q) do u play on single deck or double deck wat do u perfer 

A) In my heyday in the 90's, I only played single deck heads up with dealer. The tables were only $5 minimum at the time. I still play play single deck in Lake Tahoe and Reno with higher limits. Single deck with 3:2 blackjack payouts is the game I prefer.

Q) you can actually find 3:2 single deck

A) 3:2 single deck is mainly offered in Reno, Lake Tahoe and Tunica.

Q) ur system is very good complicated but very effictive i have a question how would i keep the count of the aces?? 

A) The aces are side counted on a chip. The chip rotates clockwise with each ace. 1: 30 with first ace, 3: 00 2nd ace, 4: 30 3rd ace, 6: 00 4th ace, 7: 30 5th ace, 9: 00 6th ace, 10: 30 7th ace, back to 12: 00 8th ace. This for double deck.
At 6 deck, place another chip on top after 8 aces. Start again. Each chip underneath is 8 aces. Add the chips and the current clockwise count for the ace side count.

Q) Thank you for the videos, you system seems strong, but what's the name of it? i heard you say at one point something about the ten count, is that the name of it? 

A) The count in the videos is called JSTAT Count. It is an upgrade of Edward O. Thorp's Ten Count from the 1962 best seller book "Beat The Dealer."

Q) Did you invent the uprade to the Ten count? Jstat isnt too popular in google 

A) The Ten Count was invented by Ed Thorp in the 1962 best seller book "Beat The Dealer". We just upgraded this count for today's blackjack conditions. A search of JSTAT Count on Google isn't popular with search results because the truth isn't popular with the casino established card counting publishing world. The pro's winning experience presented here on YouTube is no match to the fake names who flame the truth of the pro on this Moviemakerjjcasino Channel.

Q) Is it still possible to count agains card machine device? with 6 decks 

A) It is impossible to count against against continious shuffling machines which recycles the cards played immediately into the machine. It is possible to count with another device called automatic shuffling machines, which only shuffles the 6 decks and 2/3's of the decks are played.

Q) Hi, I am new to Black Jack and counting. I watched you play but it is unclear to me what you are doing to make your system better than the 1962 version of the 10 count. Could you please write a brief explanation? 

A) Thorp's Tens Count required the player to subtract tens (16) and non-tens (36), then divide tens into the non-tens. If the remainder is 2 or less, we have the advantage. Pretty complicated and difficult to use with multiple decks. The JSTAT Count here simplifies Thorp's count because the tens are -2 (16) and non-tens are +1 (32) while the aces are 0 and side counted. Any time we have an even count or more with more aces left than normal, we have the advantage.
Q) what true count do we need if the casino is playing with 4 decks?

A) The true count we need to fire away at a 4 deck depends on the rules. I nailed a 4 deck blackjack game at the Corfu Holiday Palace in Corfu, Greece in 2003.I bet one unit at true counts of less than +2 and bet 20 units at true counts of +2 and more. That casino does not offer this game anymore after I got through with them on this beautiful Greek Island.

Q) How come you didn't hit when you had a soft 14 @6:30 when dealer showed a 2?

A) You are referring to our "Card counting at 6 deck 21" screwup when I stayed on a soft hand. I dldn't realized it until the video was uploaded to YouTube. We won the hand and decided to let the error stand and do damage control to this day. The video's overall lesson on winning was not harmed and it benefits players and Wombats

Q) how much have you won this year playing blackjack? If I start with $100 and bet agressive using this system when is a good $ amount to walk away? I know its preference but do you have any advice? I've had 3 runs in a row +100 at the indian casinos and know its pure LUCK. But I'm so glad I found this, I'm going to lurch around and wait for NEW SHOES! Sit and don't play, and wait for my 5+ count. Still have to figure out how to get that true count. I'll be watching the vids before I go tomorrow ! I'm excited 

A) I've played single deck blackjack a couple of times this year at Harrah's and Harveys in Lake Tahoe with good results. The goal of Moviemakerjjcasino is to provide the tools to control the casino gambling experience. Don't expect to get rich quick and expect instant profits. The reward of a successful counter is being barred from playing. We get fired for betting with our heads instead of over them.

Q) Hey nice video. I have a question. I'm quite new to this but at some online casino's with live dealers and a 7 or 8 deck shoe, i can back-count and wong in only at +7 or higher. Does this significantly increase my winning chance? Are there any risks involved (like tracking wong in wong out behavior) ? Best regards

A) I think online blackjack is a waste of time, even with live dealers. Are players shown all the cards or fanned to insure that aces aren't taken out when new cards are introduced? Too many ways to cheat blackjack players online. Better to Wong at brick and mortar casinos with true counts of +1 or more.

Q) HI JJ, looks good here...so can u tell me what card counting system you use? you change them up, and have obviously gone beyond the initial Hi/Lo system...?!
cheers from Australia 

I developed this count in 1991 and call it the JSTAT Count. I use it at baccarat and blackjack and it is an upgrade of the Hi/Lo system. The JSTAT Count works well with some side bets such as insurance and Lucky Ladies.

















































 




























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Tuesday, January 10, 2012

Caesars Entertainment's Public Pension Fiasco in CA

Billions of dollars have been lost to Caesars Entertainment by California's teachers pensions (CalSTRS) and public workers (CalPERS) through private equity fat cats Apollo Management and TPG Capital since 2008. Did you know CalSTRS/CalPERS are major limited partners in the world's largest casino entertainment company? Caesars Entertainment has managed to lose $10 billion to the detriment of hard working teachers and police officers in California. The taxpayers of California also have a piece of the action by betting on Black. Apollo Management's CEO, Leon Black, raided the pensions through a placement agent (Alfred Villalobos) who collected $60 million from Apollo Management. The placement agent wined and dined CalPERS officials to persuade them to invest $600 million for 10% of Apollo Global Management according to a civil complaint filed by California's Attorney General (Jerry) Edmund G. Brown in 2010. Apollo Management paid for a private jet to transport a CalPERS high ranked official to New York City from Sacramento. The official and Villalobos attended a high society benefit honoring Black. The CalPERS official pushed through the Apollo Management sale a month later.

Apollo Management's Black fingerprints are in this indictment, but nothing stuck to "Teflon Leon." The money invested from CalPERS/CalSTRS was bundled into the Harrah's/Caesars Entertainment (Hamlet Holdings) buyout in Jan. 2008. Apollo Investment Fund L.P. VI and the 10% ownership of Apollo Management by California's public employees' pension funds assisted in buying Harrah's/Caesars are shown in the SEC filing. Caesars Entertainment later extended much of its debt obligations to 2015 and required teachers and law enforcement pensions to take a haircut in the process. The billions lost to Caesars Entertainment won't be known until then. Who allowed California's teachers and public workers to be owners of the world largest casino?
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Friday, January 6, 2012

Caesars, Apollo/TPG, CalPERS/CalSTRS debacle



JSTAT's concern of billions of dollars lost to Caesars Entertainment by California's teachers pensions (CalSTRS) and public workers (CalPERS) to Apollo Management and TPG Capital in 2008. Did you know CalSTRS/CalPERS are major limited partners in the world's largest casino entertainment company? Caesars Entertainment has managed to lose $10 billion to the detriment of hard working teachers and police officers in California. The taxpayers of California also have a piece of the action by betting on Black. Apollo Management's CEO, Leon Black, raided the pensions through a placement agent (Alfred Villalobos) who collected $60 million from Apollo Management. The placement agent wined and dined CalPERS officials to persuade them to invest $600 million for 10% of Apollo Global Management. Apollo Management paid for a private jet to transport a CalPERS high ranked official to New York City from Sacramento. The official and Villalobos attended a high society benefit honoring Black. The CalPERS official pushed through the Apollo Management sale a month later. Caesars Entertainment extended much of its debt obligations to 2015 and required teachers and law enforcement pensions to take a haircut in the process. The billions lost to Caesars Entertainment won't be known until then. Who allowed California's teachers and public workers to be owners of the world largest casino?







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Wednesday, January 4, 2012

Harrah's/Caesars Entertainment and Apollo Management fiasco

Here is the Civil Complaint filed by California's Attorney General (Jerry) Edmund G Brown against Apollo Management's fall guys in 2010. Apollo Management's CEO Leon Black fingerprints are in this indictment, but nothing stuck to "Teflon Leon." The money invested from CalPERS/CalSTRS was bundled into the Harrah's/Caesars Entertainment (Hamlet Holdings) buyout in Jan. 2008. Apollo Investment Fund L.P. VI and the 10% ownership of Apollo Management by California's public pension funds assisted in buying Harrah's...

INTRODUCTION
1. This civil enforcement action against defendants ARVCO Capital Research, LLC
("ARVCO"), Alfred Robles Villalobos ("Villalobos"), and Federico R. Buenrostro Jr.
("Buenrostro") involves (1) fraudulent and unlicensed securities broker-dealer activities in
Complaint for Civil Penalties, Ancillary Relief, and Injunctive Relief
violation of California's Corporate Securities Law of 1968 (the "CSL"), specifically, Corporations Code sections 25210, 25216(a), and 25403, and (2) unlawful and/or fraudulent business practices in violation ofBusiness and Professions Code section 17200 (the "UCL").
2.
ARVCO (a company acting without a securities broker-dealer license), from 2005 to 2009, obtained more than $47 million in undisclosed and unlawful commissions for selling approximately $4.8 billion worth ofsecurities to the California Public Employees' Retirement System ("CaIPERS"). CalPERS committed approximately $4.4 billion to a group offunds known as the Apollo Funds and another $400 million went to a fund managed by or affiliated with the Aurora Capital Group, a Los Angeles-based private equity investment firm ("Aurora").
3.
CalPERS' investment decisions are approved by CalPERS' investment staff or its Board ofAdministration (the "CalPERS' Board") ifthe investment exceeds a certain amount. The CalPERS' Board is a statutory body vested with the exclusive power to manage and control the administration and investment ofCaIPERS' assets. Members ofthe CaIPERS' Board are obligated to discharge their duties as fiduciaries and solely in the interest ofCaIPERS' members and their beneficiaries.
4.
ARVCO was formed, operated, and controlled by Villalobos, a former member of the CaIPERS' Board, for the purpose of selling or offering to sell securities through his connections to public pension funds. ARVCO entered into placement agent agreements with
' various investment firms, including firms managing the Apollo and Aurora Funds. When
defendants successfully convinced CalPERS to purchase billions of dollars of securities from these firms, they received millions of dollars in commissions. The defendants did not disGlose these placement agent agreements and 'cortesponding commissions to the CalPERS' Board.
5. Defendants Villalobos and ARVCO were not licensed as securities broker.,dealers and defendants used unlawful and fraudulent means to effect securities transactions. Defendant ARVCO was paid approximately $47 million in a short period oftime purportedly for identifying and introducing CalPERS as a potential investor to the Apollo Funds and a fund set up, affiliated with, or managed by Aurora even though CalPERS knew about and already had invested millions
of dollars in funds managed by Apollo and Aurora before Villalobos and ARVCO started their unlicensed broker-dealer activities.
6.. Over the past twenty years, Villalobos cultivated improper relationships with Buenrostro (CalPERS' former Chief Executive Officer), Leon Shahinian (CaIPERS' Senior InvestmentOfficer), and some members ofthe CaIPERS' Board, including Charles Valdes ("Valdes"), who served on the CaIPERS' Board for more than twenty years and headed CaIPERS' Investment Committee for thirteen years.
7. During the relevant time period, Villalobos manipulated and exerted undue influence over Buenrostro, CaIPERS' board members, and CaIPERS' investment officers. Defendants failed to disclose to the CaIPERS' Board: (1) the placement agent agreements ARVCO entered into with various funds and the commissions it received thereunder, (2) gifts and gratuities that were bestowed upon Buen~ostro and CaIPERS' decision-makers, and (3) a standing
.job offer to Buenrostro which 'he accepte~jpri'dr-to leaving CalPERS.
8.
Defendant Villalobos compromised Buenrostro and some ofCalPERS' decision-makers so much that the latter also failed to report Villalobos' gifts on their California Form 700 (Statement ofEconomic Interests) as required by Government Code sections 87200, 87203, and 87207.
9.
As set forth in detail herein, defendants' conduct compromised the integrity of CaIPERS' investment process and violated (1) California Corporations Code section 25216(a) (prohibiting any broker-dealer from effecting transactions in, or inducing or attempting to induce the purchase or sale of, securities in California by means of a manipulative, deceptive, or fraudulent scheme), (2) California Corporations Code section 25210 (prohibiting any broker-dealer from engaging in the business of effecting transactions in securities in California without obtaining the required broker-dealer certificate from the Commissioner of California's Depart,ment of Corporations (the "Corrill~issioher"), (3) California Corporations Code section 25403 (prohibiting any person who controls another person from knowingly inducing that person to violate any provision ofthe CSL and prohibiting any person from knowingly providing
substantial assistance to another person in violation of any provision ofthe CSL), and (4) the UCL (prohibiting unlawful or fraudulent business practices).
PLAINTIFF AND J1JRISDICTION
10. Edmund G. Brown Jr. is the duly elected Attorney General ofthe State of California and is the chief law enforcemel1t officer ofthe State. The Attorney General is authorized by Government Code sections 12658 and 12660, and Business and Professions, Code section 17204 to bring actions in the name ofthe People of the State of California to enforce the CSL and the UCL.
DEFENDANTS
11.
Defendant ARVCO is, and at all times mentioned herein was, a limited liability company organized and existing under the laws of the State ofNevada, and maintains its principal place ofbusiness in Stateline, Nevada. ARVCO was incorporated on or about December 9,2005. Prior to the incorporation of ARVCO, Villalobos did business through an unincorporated business under the identical name of "ARVCO Capital Research" and worked from his home.
12.
Defendant Villalobos is, and at all times mentioned herein was, the founder, managing director, control person, and~Key f~presentative of ARVCO. He owns 99% of ARVCO while his daughter Carrissa M. Villalobos owns the remaining 1 %.
13.
Defendant Buenrostro is an individual currently residing in Nevada. He became CalPERS' Chief Executive Officer ("CEO") in late 2002 and left CalPERS on June 30, 2008. Prior to 2002, he was a representative of California's Treasurer or Controller for many years. One day after his retirement from CaIPERS, Buenrostro started working for ARVCO as a consultant and received a $300,000 conSUlting fee payable at $25,000 per month.
14.
Each unlawful or fraudulent act alleged herein was engaged in, authorized, or ratified by the officers, directors, managers, agerits, employees, or representatives of defendant ARVCO while engaged in the management, direction, or control of the affairs of defendant ARVCO and while acting within the scope and course oftheir duties.
15. Any reference to any act of defendants means the act of each defendant acting individually, jointly, and/or in concert with all other defendants.
16. The violations oflaw which are the subject of this action occurred throughout the State of California including, but not limited to, the County ofLos Angeles.
17. The true names and capacities of the defendants sued herein as DOES 1 through 100, inClusive, are unknown to the People who therefore sue these defendants by fictitious names. Each ofthe ficti60usly named Defendants is responsible in some manner for the violations of law alleged herein. The People will amend this complaint to show the true names of each when they are ascertained. Whenever reference is made in this Complaint to defendants, the reference shall include DOES 1 through 100, inclusive.
SUMMARY OF FACTS
A. Villalobos And ARVCO, Withont Obtaining A Broker-Dealer Certificate From The Commissioner, Engaged In Unlicensed Broker-Dealer Activities In California.
18. From at least 2005 to May of2009, defendants Villalobos and ARVCO engaged in the business of effecting transactions in securities in California by offering for sale, selling, and/or assisting in the offer and sale of securities to California investors. However, at no time prior to May of2009 did Villalobos or ARVCO obtain a broker-dealer certificate from the Commissioner authorizing them to engage in the business of soliciting sales of and/or selling securities in California.
19. ARVCO marketed, solicir~~k.and negotiated the sales of securities to CaIPERS. Its compensation was typically contingent 6rithe successful solicitation and sale of securities and based on a percentage of the dollar amount committed by CaIPERS. CalPERS purchased billions of dollars of securities through the defendants' unlawful solicitations on behalf of private equity funds.
20. ARVCO touts itself in its marketing brochure as "an international investment
. banking and financial advisory firm focused on providing merger'& acquisition, private placement, valuation, financial opinion and restructuring services." In this same brochure, ARVCO represents that "[w Jhile our service levels and ideals are that of a boutique investment
banking firm, the amounts of capital that we raise compare favorably to our c'ompetitors, ARVCO has raised approximately Twelve Billion (U.S. $) ofcapital for our clients from 19942004, and approximately Four Billion (U.S. $) in 2005 and 2006. In order to put those numbers in perspective, we are one ofthe five major private capital placement agents in the world specializing in private funds and special situations."
21. In a sworn statement submitted to the Securities Exchange Commission (the "SEC"), ARVCO admits engaging in the following activities:
•
reviewing, commenting on, and distributing to potential investors private equity funds' marketing and offering materials, such as private placement memoranda;
•
scheduling and attending presentations to, or assisting in presentations to, representatives oftargeted public pension funds anltheir investment advisors regarding the private equity funds defendants were hired to sell or promote;
•
identifying targeted public pension funds that would be suitable candidates for
investments in such private equity funds;
•
providing strategic advice on how to present and explain the investment products to the targeted public pension funds and their investment advisors; and
•
performing due diligence on potential clients to ensure that it was only promoting high-quality investment products.
22.
During the relevant period as alleged herein, Villalobos was ARVCO's primary representative who solicited investments from public pension funds, such as CaIPERS, on behalf of its clients .. Villalobos was personally involved in all of ARVCO' s engagements and played a key role in providing these services to its::6Uents.
23.
A few employees of ARVCO also acted on behalf of ARVCO in connection with the solicitation of investments from public pension funds. These employees interacted with ARVCO's clients, representatives of public pension funds, and investment advisors acting on behalf of public pension funds. They were supervised, directed, and controlled by Villalobos, an unlicensed broker-dealer.
Buenrostro, an acquaintance of Villalobos and a graduate ofUniversity ofthe Pacific McGeorge School of Law, played akey role in assisting Villalobos and ARVCO in their fraudulent activities. After Villalobos left the CaIPERS' Board in 1995 and started ARVCO, Buenrostro assisted and facilitated Villalobos' and ARVCO's unlicensed and fraudulent broker-dealer activity.
B. Specific Unlicensed Securities Transactions Villalobos And ARVCO Engaged In And Commissions Received And To Be Received For Securities Sold To CaIPERS.
25. ARVCO entered into at least nine placement agent agreements with Apollo and Aurora Funds from 2005 to 2008 for the purpose of assisting these funds in the sale of securities to CaIPERS. Pursuant to these placement agent agreements, ARVCO received more than $47 million in commissions, of which approximately $41 million has already been paid and more than $6 million in receivables remains to be collected. These nine placement agent agreements are summarized as follows:
,1. Apollo vt ;, '. (' ,,'
, .. ' ..... .l'~ ..
26. Villalobos, doing business as ARVCO Capital Research, contracted with Apollo Management VI, L.P. and Apollo Investment Fund VI, L.P. (collectively, "Apollo VI") on or about May 25, 2005, agreeing to act as Apollo VI's "placement agent" and to "use its reasonable best endeavors to identify, and to assist [Apollo VI] in selling [securities] to prospective ARVCO Investors. "
27. CalPERS invested $650 million in Apollo VI on or about August 12,2005. Under
\
the terms of a February 1,2006 addendum to the May 25, 2005 placement agent agreement, Villalobos received $3,864,734 in commissions, the last installment payment ofwhich was made on February 25, 2008.
28. The placement agent agreement obligated Villalobos, doing business as-ARVCO Capital Research, to "disclose (as the same may be required in accordance with applicable laws) to [CalPERS] on or prior to acceptance 'of their subscriptions for Interests that, among other things, Apollo [VI] has agreed to pay to ARVCO, certain fees (respecting [CaIPERS']
subscription) and expenses for ARVCO's activities on behalf ofApollo [VI] under this
agreement."
29. However, ARVCO admitted in a sworn statement submitted to the SEC that it was "not aware of any formal disclosure to any Public Pension Funds of its agreement with Apollo VI, the payments it received thereunder, or the services that it provided to Apollo VI".
2. Apollo Alt~rnative Assets
30. ARVCO entered into an oral placement agent agreement with Apollo Alternative Assets, L.P. sometime in 2006, agreeing to assist the latter in connection with sales of its shares to
CaIPERS. ARVCO successfully induced CalPERS to invest $200 million in Apollo Alternative Assets, L.P. on or about July 27, 2006.
31. Although the placement agentagreement was entered into with ARVCO, which performed the required services, ARVCO and Villalobos arranged with Apollo Alternative Assets,
L.P. to have Capital Formation Partners ("CF Partners"), a company solely owned and controlled by Villalobos, receive the $4.4 million fee on or about July 30, 2006. However, ARVCO admitted in a sworn statement submitted to the SEC that it was "not aware of any formal disclosure to any Public Pension Funds of its agreement with AP Alternative Assets, the payments it received thereunder, or the services that it provided to AP Alternative Assets".
3. Apollo vn:J'"~; ';
32.
ARVCO contracted with Apollo Management VII, L.P., Apollo Investment Fund VII, L.P., and Apollo Overseas Partners VII, L.P. (collectively, "Apollo VII") on or about July 1, 2007, agreeing to act as Apollo VII's "placement agent" and to "use its reasonable best efforts to identify, and to assist [Apollo VII] in selling [securities] to, prospective ARVCO Investors."
33.
CalPERS was listed as one of ARVCO's prospective investors in this placement agent agreement. Pursuant to its placement agent agreement with Apollo VII, ARVCO was entitled to earn a fee equal to 1% of capital commitments received and accepted by Apollo VII subject to c~rtain limitations. With regard to CalPERS, Apollo VII agreed to pay 1 % of capital commitments from CalPERS to the extent that they exceeded $650 million.
CalPERS committed $1 billion in capital to Apollo VII on or about August 30, 2007. As a result, under the placement agent agreement, ARVCO was entitled to receive $3.5 million in commissions (1 % of $350 million) plus expenses. As of August 3, 2009, $875,000 had been paid and $2,625,000 remains to be paid.
35.
Section 10(b)(ii) ofthis placement agent agreement provided that "[a]t the time ARVCO initiates any solicitation activity with respect to [CaIPERS], ARVCO shall furnish to [CaIPERS]" "a copy of a written disclosure document substantially in the form attached as Exhibit D." In order to collect their illegal commissions, defendants procured a disclosure form purportedly signed by Buenrostro on or about November 20, 2007, three months after CalPERS invested $1 billion in Apollo VII.
4. Apollo Global Management
36.
ARVCO orally contracted with Apollo Global Management, LLC (the privately held investment advisor to the Apollo Group ofFunds) sometime in 2007, agreeing to assist the latter in the sale of its shares to CaIPERS.
37.
CalPERS invested $601 million, purchasing an approximately 10% equity interest in Apollo Global Management, on or about July 12,2007. As a result, ARVCO received $13.2 million in commissions. However, ARVCO admitted in a sworn statement submitted to the SEC that it was "not aware of any formal disclosure to any Public Pension Funds of its agreement with ...[Apollo Global Management], the payments it received thereunder, or the services that it provided to ...[Apollo Global Management]".
5. Apollo Europe Management
38.
ARVCO contracted with Apollo Europe Management, L.P. and AP Investment Europe Limited (collectively, "Apollo Europe Management") on January 25, 2008, agreeing to act as a "placement agent" on behalf of Apollo Europe Management in connection with the latter's sale of its shares to CaIPERS. This contract was not signed until January 25, 2008, four months after CalPERS invested in this fund.

CalPERS invested approximately $75 million in Apollo Europe Management on or about September 14,2007 and ARVCO received a $625,000 fee for soliciting CalPERS to make the investment pursuant to this placement agent agreement.
40.
Paragraph 7(b)(ii) required ARVCO to furnish CalPERS with a copy of a written disclosure document substantially in the form attached as an Exhibit to the placement agent agreement. Defendants did not make the required disclosure. Defendants produced a disclosure form purportedly signed by Buenrostro on or about November 20,2007, more than two months after CalPERS invested $75 million in Apollo Europe Management.
6. Apollo EPF Fund
41.
ARVCO contracted with Apollo European Principal Finance Fund, L.P. (the "Partnership"), Apollo European Principal Finance Fund ("Feeder"), L.P., and Apollo EPF Management, L.P. (the "Manager") (collectively, "Apollo EPF Fund") on or about February 20, 2008, agreeing to act as Apollo EPF Fund's"s~placement agent" in connection with soliciting investment by CaIPERS. ARVCO agreed to"'use its reasonable best efforts to assist [Apollo EPF Fund] in selling [securities] to CaIPERS." In return, Apollo EPF Fund promised to compensate ARVCO with a fee equal to 1 % ofthe first $100 million of capital commitment made by CaIPERS.
42.
CalPERS invested approximately $50 million in Apollo EPF Fund on or about February 29,2008 and, as a result, Apollo EPF Fund agreed to pay ARVCO €494,000. One payment of $375,000 was made on April 16,2008. The People do not presently know when and ifthe remaining commissions will be paid.
43.
Section 7 of this placement agent agreement required ARVCO to furnish CalPERS with a copy of a written disclosure document substantially in the form attached as an Exhibit to the placement agent agreement. Defendants produced a disclosure form purportedly signed by Buenrostro on or about January 11, 2008. However, Buenrostro apparently signed this disclosure form more than one month before ARVCO and Apollo EPF signed their placement agent agreement on February 20, 2008. The solicited investment was made by CalPERS on February 29, 2008, only nine days after the subject placement agent agreem"ent was signed.
Apollo SOMA
44.
ARVCO purportedly entered into an oral placement agent agreement with Apollo Special Opportunities Managed Account, L.P. and Apollo SVP Management, L.P. (collectively, "Apollo SOMA") in or about March of2008.
45.
Pursuant to this placement agent agreement, ARVCO received a total of $8 million in commissions as follows: $1,000,000 (on April 10, 2007), $500,000 (on April 25, 2007), $500,000 (on July 2,2007), $1,750,000 (on August 24,2007), $750,000 (on November 16,2007), $2,670,000 (on April 1, 2008), and $830,000 (due in December of2008 but unpaid as of September 24,2009).
46.
This placement agent agreement obligated ARVCO to submit to CaIPERS, at the time of any solicitation, a written disclosure form. However, ARVCO did not submit the requir~d written disclosure to CalPERS when it solicited CaIPERS' investment.
47.
Defendants presented two identical written disclosure forms purportedly signed by Buenrostro on or about November 20,2007 and May 20, 2008. The November 20, 2007 disclosure form was dated nine months after CalPERS invested $800 million in Apollo SOMA and after ARVCO already received $4.5 million in commissions, and some four months before the placement agent agreement between.tmY-parties was even entered into. The May 20, 2008 disclosure form was signed after Buenrostro's authority to act as CEO was terminated by the CalPERS' Board.
8. Aurora Resurgence
48.
ARVCO contracted with Aurora Resurgence Capital Partners LLC, the general partner of Aurora Resurgence Fund (C) L.P., (collectively, "Aurora Resurgence"), on or about April 25,2008, agreeing to act as Aurora Resurgence's "placement agent" and to "use its reasonable best eff0l1s to assist [Aurora Resurgence] in selling [securities] to the ARVCO Investors identified on Exhibit A." CalPERS and California State Teachers Retirement System ("CalSTRS") were identified onExhibit A as potential investors from which ARVCO was hired to solicit investments.
.
Pursuant to this placement agent agreement, Aurora Resurgence agreed to pay ARVCO a fee equal to 1 % ofthe capital commitment by CaIPERS.
50.
CalPERS invested $400 million in Aurora Resurgence on or about September 10, 2007, entitling Villalobos and ARVCO to receive a fee of$4 million ($1 million paid on January 14,2008, $1 million paid on January 7, 2009, $1 million due in January of2010, and $1 million due in January of2011).
51.
Exhibit C, entitled "Investor Disclosure," attached to this placement agent agreement indicated that ARVCO's disclosure of its fees was contemplated by this placement agent agreement. However, ARVCO admitted.in a sworn statement submitted to the SEC that it was "not aware of any formal disclosureto any Public Pension Funds of its agreement with Aurora Resurgence, the payments it received thereunder, or the services that it provided to Aurora Resurgence." Moreover, this placement agent agreement was dated April 25, 2008, seven months after CalPERS made the solicited investment.
9. Apollo Credit Opportunity
52.
ARVCO contracted with Apollo Credit Opportunity Management, LLC and Apollo Credit Opportunity Fund I, L.P. ("Apollo Credit Opportunity") on or about June 19,2008, agreeing to act as Apollo Credit Opportunity's "placement agent" and to "use its reasonable best efforts to assist [Apollo Credit Opportunity] in selling [securities] to CaIPERS."
53.
CalPERS invested $1 billion in Apollo Credit Opportunity on or about April 15, 2008, and as compensation, ARVCO received $9,070,833 (reduced from the contracted amount of$9.25 million) from Apollo Credit Op'pclrtLmity, of which $7,570,833 bas already been paid and tbe remaining $1.5 million is due to be paid in June of2010.
54.
Section 7 of the placement agent agreement required ARVCO to submit to
CalPERS a copy of a written disclosure document substantially in the form of the Exhibit
attached to the placement agent agreement. This written disclosure document called for the
disclosure ofthe amount of fees ARVCO was entitled to receive under the placement agent
agreement.
Relying on a written disclosllre document purportedly signed by Buenrostro on May 20,2008, ARVCO claims that its fees were disclosed to CalPERS. However, the date Buenrostro purportedly signed this document -May 20, 2008 -came more than one month after
. CalPERS had made the $1 billion capital commitment, one month before the placement agent agreement was signed, and after Buenrostro had been stripped by the CaIPERS' Board ofhis powers as CaIPERS' CEO.
56.
In three of the foregoing transactions (Apollo VI, Apollo VII, and Aurora Resurgence), Apollo and/or Aurora reserved the right to terminate the contract "[a]t any time if Mr. Villalobos becomes unable to devote or fails to devote sufficient time and attention to fulfilling the services contemplated hereunder, it being recognized that ARVCO's engagement hereunder is based,.in part, on the understanding that the personal and preferential services of Mr. Alfred Villalobos are essential to the services to be provided by ARVCO."
57.
In seven of the 'forego ing\ transactions (Apollo VI, Apollo VII, ApolloEurope Management, Apollo EPF Fund, Apollo SOMA, Aurora Resurgence, and Apollo Credit Opportunity), Villalobos and ARVCO falsely represented in Paragraph 5 of the placement agent agreement that (1) they were in compliance with applicable local and U.S. laws; (2) they were, and would continue to be, duly authorized and empowered under all applicable laws and regulations to provide the services and engage in the activities contemplated by the placement agent agreements; (3) their performance of the services under the placement agent agreements would not violate any applicable laws including, but not limited to, securities law; (4) they had the required licenses to serve as placement agents for the offer and sale of securities to CaIPERS;
(5) they would not engage in any act or practice that would,directly or indirectly, contravene laws prohibiting bribery or payments to public officials; and (6) they would register or qualify in all relevant jurisdictions required by any activities undertaken by ARVCO and Villalobos pursuant to the placement agent agreenlel1ts (if'not aiready so registered or qualified).

C. Placement Agent Agreements ARVCO Entered Into For Unlicensed Securities Broker-Dealer Activity For Which No Commissions Were Paid.
58. ARVCO also entered into placement agent agreements during the relevant period with two additional funds, agreeing to use its best efforts to sell or assist the funds ,to sell securities to California investors. ARVCO received no compensation pursuant to these placement agent agreements because its solicitation failed. These two placement agent agreements were with (1) Sector Performance, L.P., Sector Performance GP., L.P., and Sector Performance, LLC (dated August 1, 2007); and (2) Kline Hawkes & Co. (dated October 1,2007). The targeted investors for solicitation pursuant to these placement agent agreements were (1) CaIPERS; (2) CalPERS through its investment advisors: (a) Grove Street Advisors, LLC, (b) Hamilton Lane, and (c) Centinela Capital Partners, LLC; (3) CaISTRS; (4) CalSTRS through its investment advisor Cambridge Associates; and (5) Los Angeles Fire and Police Pension Plan through its investment advisor StepStone Group LLC.
D. Defendants Offered And Sold Securities By Means Of A Manipulative, Deceptive, Or Fraudulent Scheme.
1. Villalobos Manipulated Buenrostro, CaIPERS' Board Members, And Investment Officers By Means Of Unlawful Or Fraudulent Business Practices.
, ;1
59.
Villalobos served as DeputyMayor ofLos Angeles in 1993 and was a board member at the State Personnel Board from 1992 to 1995. He also served on the CalPERS' Board from 1992 to 1995. He is known among private equity firms as a person who attempts to exert pressure on CalPERS' representatives in order to convince CalPERS to make the solicited investments.
60.
For example, while searching for someone to assist in the sales of securities, one person expressed his reluctance to hire Villalobos saying: "Frankly, [Villalobos] makes me nervous." Another person recommended staying away from Villalobos, stating that: "He can exert enormous pressure and I'm not sure how although [I am] pretty sure it involves money. They are either on the razor's edge of what's legal, in the gray area or, perhaps, even on the wrong side." Yet another person expressed his frustration with his inability to get a response

from CaIPERS, joking that "maybe I should change my last name to Villalobos to insure that I get a call back."
61. Villalobos cultivated, through gifts and gratuities and promises of fuhlre employment, close and long-term relationships with Buenrostro, former board member Valdes and current Senior Investment Officer Shahinian with intent to influence them to make investment decisions in favor ofthe private equity funds ARVCO represented.
(a) Villalobos' Close Relationship With Buenrostro.
62.
Villalobos and Buenrostro have known each other for almost twenty years. When Buenrostro married in 2004, Villalobos hosted the wedding at his home in Lake Tahoe. Although Buenrostro claimed that he reimbursed Villalobos for the wedding, on information and belief, Villalobos substantially subsidized the cost ofBuenrostro's wedding.
63.
During the period from 2005 to 2008, Villalobos and other ARVCO employees also purportedly took and paid for ski lessons from Buenrostro, who worked as a ski instructor at Squaw Valley while he was CaIPERS' CEO. On information and belief, Villalobos did not actually take lessons from Buenrostro and had no interest in skiing.
64.
Villalobos, Valdes, and Buenrostro made a ten-day trip together in November of 2006, ostensibly to attend the two-day Meed Capital Markets Conference in Dubai (the "Dubai Trip"). They flew together from San Francisco to London on November 17,2006 and then from London to Dub~i the next day. They arrived in Dubai on November 19 and stayed at Emirates Towers Hotel. .,h'l
65.
On information and belief,'Valdes, as the Chairman ofCaIPERS' Investment Committee, sent out an invitation for a reception on behalf of Buenrostro as CaIPERS' CEO. This reception was scheduled for the evening ofNovember 20,2006 at the Presidential SuiteEmirates Towers Hotel. Villalobos co-hosted this reception in his suite in the Emirates Towers Hotel in honor of Buenrostro.
66.
After attending the Meed Capital Markets Conference for two days from November 20 to 21, Villalobos, Valdes, and Buenrostro left Dubai for Hong Kong on November.
When they arrived in Hong Kong, they were picked up by a limousine. They then took a 30minute
helicopter ride from Hong Kong to Macau, a famous gambling location known as the Las Vegas of China, and stayed at Wynn Resorts Macau for three days. About a week prior to this trip, Villalobos wired $100,000 to Wynn Resorts Macau which wired $88,000 back to Villalobos after the trip on November 28, 2006.
67.
On November 25, Villalobos, Valdes, and Buenrostro flew back to Hong Kong from Macau, were transported by a limousine, and returned to San Francisco from Hong Kong. Although Buenrostro submitted $5,071 as expenses for this trip to CaIPERS, on information and belief, Buenrostro's ten-day around the world trip was substantially subsidized by defendant ARVCO and/or Villalobos.
68.
Upon information and belief, Buenrostro attended ARVCO's Christmas parties at Villalobos' home in Lake Tahoe. In 2005, he stayed at Harvey's Resort and Casino for two nights; in 2006, he stayed at Harrah's (.:ike Tahoe Resort and Casino ("Harrah's") for one night. Some of his expenses jn connection with the parties (including food, lodging, and entertainment) were paid by ARVCO.
69.
On information and belief, while Buenrostro was still acting as CaIPERS' CEO, Villalobos discussed employment opportunities at ARVCO with Buenrostro and made a standing, but undisclosed, job offer to Buenrostro. The job offer package also included Villalobos' promise that he would give Buenrostro a condominium. Public records show that sometime in December 2009 Villalobos transferred title of one of the condominiums he owned to Buenrostro.
70. When Buenrostro was asked in March of2008 by Rob Feckner, President of the
. CaIPERS' Board, to respond to written allegations regarding his job performance at CaIPERS, he emailed the written allegations and his comprehensive draft response (which included confidential personnel information about a CalPERS ' employee) to Villalobos, soliciting his comments and advice. Buenrostro also forwarded to Villalobos another email from Rob Feckner addressing concerns about his performance raised by the CaIPERS' Board.

(b) Villalobos' Relationship With Valdes.
71.
Valdes, the head ofCalPERS' Investment Committee for the past thirteen years and a graduate of University ofCalifornia at Los Angeles School ofLaw, is also an acquaintance of Villalobos. In 2005, his campaign to be j;eelected as a CalPERS' board member for a sixth term received $22,400 in contributions froin CF Partners (solely owned by Villalobos) and three ARVCO employees (Dustin Fox, Brian S. David, and Carrissa M. Villalobos), each contributed $5,600. On information and belief, these employees' contributions were made at the direction of Villalobos and were later reimbursed by ARVCO.
72.
In addition to these campaign contributions, Villalobos also paid for or arranged the payment ofValdes' expenses in connection with attending the Academy Awards ceremony in March of2006 (including, but not limited to, two nights' lodging at the Renaissance Hotel in Hollywood, ground transportation by limousine services and tickets to the ceremony).
73.
Upon information and belief, in December of2005 and 2006, Villalobos hosted Christmas parties at his home, as well as parties at casinos, in Lake Tahoe. ARVCO paid for Valdes' expenses (including, but not limited to, accommodations, food, ground transportation, and entertainment) for two days in connectioil with the pmiies.
74.
In November of2006, Valdes, flying first class, went on the ten-day Dubai Trip with Villalobos and Buenrostro. Although Valdes produced a check dated December 1, 2006 and payable to ARVCO in the amount of $23,630 for the Dubai Trip, whether he indeed paid for this trip remains questionable since Valdes had been struggling for years to pay off his debts leading to the filing oftwo bankruptcy petitions (one in 1991 and another in 1997). Further, on August 3, 2006, a judgment lien in the amount of $17,917 was filed on Valdes' house.
75.
On information and belief, Villalobos and/or ARVCO subsidized Valdes'
expenses in connection with the'Dubai trip. Valdes' bank records indicate that he made cash
deposits of$9,000 on November 30, 2006 and of$5,000 on December 2,2006 in order for his
$23,630 check to clear on December 4, 2006. Valdes also made another cash deposit on
December 23,2006 for $4,000, consisting offorty $100 bills.

(c) Villalobos Attempted To Bribe Shahinian.
76. Senior Investment Officer Shahinian was responsible for managing the Alternative Investment Management Program at CaIPERS, which had approximately $44 billion under management as of June 30,)009 and was where all of the investments ARVCO was hired to solicit would come from. Since Shahinian's cooperation and/or complicity was needed in order to further ARVCO's fraudulent scheme, Buenrostro instructed Shahinian to build a closer relationship with Villalobos.
77.
When Villalobos was trying to persuade CalPERS to purchase a ten-percent (10%) equity interest in Apollo Global Management for $700 million in 2007 (as alleged in paragraphs 36-37 above), Shahinian accepted Villalobos' invitation to travel by private jet to New York City to attend a fund-raising event on the evening of May 15, 2007, hosted by the Museum of Modern Art in honor of Leon Black (the "MOMA Event"), the founder and controlling shareholder of Apollo Global Management.
78.
In the early morning of May 15,2007, one ofVillalobos' employees, Dustin Fox, drove Villalobos to Shahinian's house in EI Dorado Hills, California, and picked up Shahinian. They then drove to the Sacramento Executive Airport. ARVCO rented a private jet for $53,000
from Jet Methods in Carlsbad, California, which transported Villalobos and Shahinian alone to LaGuardia Airport in New York. Upon arrival, they were transported by a limousine owned by Bermuda Limousine to the Mandarin Oriental Hotel, where Villalobos shared a two-bedroom suite with Shahinian. Villalobos and/or ARVCO paid $9,552.90 in cOl)nection with their stay at the Mandarin Oriental Hotel.
79.
That evening, Villalobos and Shahinian arrived together at the MOMA Event,
tickets for which cost $2,000 each: Guests of this event included celebrities, members ofNew
York's high-society, and high-ranking public officials.
80.
Villalobos introduced Shahinian to various guests whom he knew during the cocktail hour. At dinner time, Shahinian was seated near the front at a table of guests invited by Leon Black's wife. At some point during the evening, Villalobos and Shahinian met Leon Black, who told Shahinian that he was glad Shahinian could make it..
The next morning, Shahinian was driven by limousine owned by Bermuda Limousine to LaGuardia Airport where he boarded American Airlines for Fort Lauderdale. Upon arrival in Fort Lauderdale, a sedan ordered and paid by Villalobos took Shahinian to the Boca Raton Resort and Club, where he attended the annual meeting for BlackRock, another investment firm that manages some ofCaIPERS' assets. On May 17, 2007, Shahinian returned to Sacramento International Airport on United Airlines where he was met by Paramount Sedans, which drove him home.
82.
All ofthe foregoing expenses, with the possible exception ofthe United Airlines flight back to Sacramento, for this trip were paid by Vil1alooos and/or ARVCO and later reimbursed by Apollo Global Management, amounting 'to at least $63,000.
83.
Shortly after Shahinian returned to Sacramento, he received three bottles of champagne from Villalobos, including a $200 bottle that they discussed at the MOMA Event. On information and belief, on May 30, 2007 (less than two weeks after the MOMA Event),
Villalobos faxed Shahinian the term sheet for the proposed $700 million investment in Apollo Global Management.
84.
On June 18,2007, one month after the MOMA Event, the Investment Committee ofthe CaIPERS' Board (headed by Valdes) conducted a closed session to discuss the proposed $700 million investment in Apollo Global Management. At this meeting, Shahinian made a presentation recommending that the CaIPERS' Board authorize an up to $700 million investment in Apollo Global Management.
85.
Shahinian touted CaIPERS' successful and long-term relationship with Apollo, stating, among other things, that CaIPERS' relationship with Apollo dated back to 1995 and that CalPERS had invested $1.4 billion in various Apollo Funds. Shahinian did not disclose to the Ca'IPERS' Board that he had just returned froni an all-expenses paid trip with Villalobos to New
York to attend the MOMA Event.
(d) No Disclosure of Gifts Paid for by Villalobos and ARVCO.
86. Villalobos' name or the names of his companies (ARVCO and CF Partners) did
not appear on any Form 700 filed by Buenrostro, Valdes, and Shahinian during the period from 19

2005 to 2008. When Buenrostro occasionally disclosed on his Form 700 gifts from persons he
knew worked for ARVCO/Villalobos, he was careful not to mention Villalobos or ARVCO.
Instead, the donors ofthe gifts were identified as Brian David, "a general consultant," or Dustin
Fox, a person working in "fimincial ad'iisory services." These misleading disclosures evidence·
Buenrostro's intent to conceal his relationship with Villalobos and ARVCO, and his awareness ·that his relationship with ARVCO and Villalobos was improper.
87. The CaIPERS' Board specifically requested Form 700s filed by CaIPERS' management staff, including Buenrostro. The non-disclosures or misleading disclosures made by Buenrostro, Valdes, and Shahinian allowed Villalobos to conceal his fraudulent scheme from the CaIPERS' Board, members, and beneficiaries.
88~ For example, unaware ofthe close relationships between Villalobos and Buenrostro, Valdes, and Shahinian, the CaIPERS' Board ultimately approved a $601 million investment in Apollo Global Management on July 12,2007.
2. Defendants Defrauded The CaIPERS' Board And Members By Failing To Disclose The Fees They Earned And The Gifts And Gratuities They Gave.
89.
Although ARVCO's pl,!-ce.lJ,lent.agent agreements required it to disclose these agreements and the commissions thereunder to CaIPERS, ARVCO admits to non-disclosure as to four ofthe nine transactions alleged above.
90.
To conceal further his fraudulent scheme and to assist ARVCO in obtaining
unlawful commissions, Buenrostro acceded to requests by Villalobos to sign disclosure forms·
purportedly on behalf ofCaIPERS, supposedly acknowledging that ARVCO had disclosed the
placement agent agreements and commissions thereunder to CalPERS.
9l. ARVCO and Villalobos previously attempted to get a CaIPERS' senior investment officer to sign a disclosure form but he refused to do so. The disclosure forms purportedly signed by Buenrostro are nowhere to be found in CaIPERS' files. Neither the CaIPERS' Board nor its investment staff knew about the existence ofthese disclosure forms.
92.. Moreover and as more specifically alleged above, all ofthe disclosure forms
purportedly signed by Buenrostro, with orie possible exception, were·dated months after CalPERS

had already approved the solicited investments, Four of the six disclosure forms were purportedly signed by Buenrostro before the placement agent agreements were even entered into. In one instance, the disclosure form was signed after ARVCO already received $4.5 million in commissions.
93. Three of the disclosure forms regarding fees paid to ARVCO by Apollo SOMA, Apollo VII. and Apollo Europe Management were apparently dated the same day (November 20, 2007) although the three transactions closed at different times (February 15, 2007, August 30, 2007, and September 14,2007, respectively).
94. The other three disclosure forms were apparently signed on January 11,2008
(Apollo EPF Fund), May 20, 2008 (Apollo SOMA), and May 20, 2008 (Apollo Credit Opportunity Fund). The latter two were signed almost one month after Buenrostro announced his retirement from CalPERS (on April 29, 2008) and after he had been re lieved of all official responsibilities by the CaIPERS' Board. 95. On information and belief, defendants Villalobos and ARVCO failed to disclose to
both the Apollo Funds and Aurora Resurgence that CalPERS was not aware of these disclosure forms and was not informed of the amounts of the commissions defendants received. CalPERS was shocked when it learned ofthe magnitude of those fees after they came to light. 96. Defendants ARVCO and Villalobos not only concealed the placement agent agreements from CaIPERS, but also concealed their close relationship with Buenrostro. CalPERS
was never informed that Villalobos made a standing offer to employ Buenrostro and that Buenrostro was, in essence, working for and with Villalobos to assist ARVCO in obtaining illegal commissions.
97. Moreover, in furtherance of the fraudulent scheme, defendant Villalobos and ARVCO vio lated Government Code section 20152.5 by failing to disclose gifts they made to
CaIPERS' officials. Government Code section 20152.5 provides that "[n]o matter involving any vendor or contractor in their individual or any other capacity shall be considered during a closed session on any transaction involving lCaIPERS] unless, prior to the closed session, a written disclosure has been submitted by the vendor or contractor of any campaign contributions

aggregating two hundred fifty dollars ($250) or more and any gifts aggregating fifty ($50) dollars or more in value that the vendor or contractor has made during the preceding calendar year to any member of the board or any officer or employee of [CaIPERS]."
98. Defendants Villalobos and ARVCO concealed their fraudulent scheme because
they were not licensed to act as broker-dealers and the exorbitant fees they received were not
commensurate with the value of services they provided. Indeed, the broker-dealer services of
Villalobos and ARVCO were unnecessary because CalPERS initially invested in Apollo in 1995
and in Aurora in 1994 while Villalobos served on the CaIPERS' Board.
99. In their placement agent agreements, Villalobos and ARVCO falsely represented that they had the required licenses to engage in the securities sales activities contemplated in the placement agent agreements, and complied with all applicable securities law and laws prohibiting bribery and payments to CaIPERS' officia:ls.
FIRST CAUSE OF ACTION
Securities Fraud By A Broker~Dealer
(Corporations Code Section 25216(a) Against Villalobos AndARVCO)
(Corporations Code Section 25403 Against Villalobos And Buenrostro)
100. The People re-al1ege and incorporate by reference paragraphs 1 through 99 above as though fully set forth herein.
101. Pursuant to California Corporations Code section 25216(a), "[nJo broker-dealer or agent shall effect any transaction in, or induce or attempt to induce the purchase or sale of, any security in this state. by means of any manipulative, deceptive or other fraudulent scheme, device, or contrivance."
102. Cal. Code Regs., tit. 10, section 260.216(a), a rule of the Commissioner, defines the phrase "manipulative, deceptive, or other fraudulent scheme, device, or contrivance" as including "[aJny act, practice, or course of business which operates or would operate as a fraud or deceit upon any person."

103. California Corporations Code section 25004 defines a securjtjes broker-dealer as "any person engaged in the business of effecting transactions in securities in this state for the account of others or for his own'account."
1 04. In assisting private equity funds or companies in offering and selling securities to CaIPERS, as alleged in this complaint, defendants Villalobos and ARVCO acted as securities broker-dealers as defined by California Corporations Code section'25004.
105.
The private limited partnership interests, shares of stock in various companies, or other interests offered for sale and sold by various private equity funds through defendants Villalobos' and ARVCO's assistance and solicitation, as alleged herein, are "securities" as defined by California Corporations Code section 25019.
106.
In assisting private equity funds or companies in offering and selling securities to CaIPERS, by means of a manipulative, deceptive o~ other fraudulent scheme, device, or contrivance as alleged above, Villalobos and ARVCO violated California Corporations Code section 25216(a) as defined by Cal. Code Regs., tit. 10, section 260.216(a).
107.
Under California Corporations Code section 25403(a), "[e]very person who with knowledge directly or indirectly controls and induces any person to violate any provision of this division or any rule,or order thereunder shall be deemed to be in violation ofthat provision, rule, or order to the same extent as the controlled and induced person."
108.
Under California Corporations Code section 25403(b), "[a]ny person that knowingly provides substantial assistance to another person in violation of any provision ofthis division or any rule or order thereunder shall be deemed to be in violation of that provision, rule, or order to the same extent as the person to whom the assistance was provided."
109.
As a person owning and controlling the business of ARVCO, Villalobos knew that ARVCO had assisted private equity funds and companies in offering and selling securities to CalPERS by means of a manipUlative, deceptive or other fraudulent scheme, device, or contrivance. Nevertheless, he knowingly induced ARVCO to violate and/or provided substantial assistance to ARVCO in violation ofCa:rifOrnia Corporations Code section 25216(a) as alleged

above. Accordingly, Villalobos is liable for the illegal conduct of ARVCO pursuant to California Corporations Code section 25403(a) and/or (b).
110. By engaging in the fraudulent conduct as alleged above in general and more specifically in paragraphs 24,35,39-40,42-43,46-47,52-55,59-70, 86-98, Buenrostro knowingly provided substantial assistance to defendants Villalobos and ARVCO in violation of California Corporations Code .Section 2~2l6(a)) as defined by Cal. Code Regs.; tit. 1 0, section 260.216(a). Accordingly, Buenrostro is liable for the illegal conduct ofVillalobos and ARVCO pursuant to California Corporations Code section 25403(b).
SECOND CAUSE OF ACTION Unlicensed Broker-Dealer Activity . (Corporations Code Section 25210 Against Villalobos And ARVCO) (Corporations Code Section 25403 Against Villalobos)
. 111. The People re-allege and incorporate by reference paragraphs 1 through 99 above
as ~hough fully set forth herein.
112. California Corporations Code section 252·10 provides that "no broker-dealer shall effect any transaction in, or induce or attempt to induce the purchase or sale of, any secu'rity in this state unless the broker-dealer has first applied for and secured from the commissioner a certificate, then in effect, authorizing that person to act in that capacity."
113. California Corporations,Cbde:se.ction 25004 defines a securities broker-dealer as
, .. ' ,"d· ..
"any person engaged in the business of effecting transactions in securities in this state for the
account of others or for his own account."
114.
In assisting private equity funds or companies in offering and selling securities to CalPERS, as alleged in this complaint, defendants Villalobos and ARVCO acted as securities broker-dearers as defined by California Corporations Code section 25004.
115.
The private limited partnership interests, shares of stock in various companies, or other interests offered for sale and sold by various private equity funds through defendants Villalobos' and ARVCO's assistance 8:nd solicitation, as alleged herein, are "securities" as defined by California Corporations Code section 25019.

During the times Villalobos and ARVCO engaged in the business of assisting private equity funds or companies in offering and selling securities to CaIPERS, as alleged in this complaint, they never obtained a certificate authorizing them to act as securities broker-dealers in violation of California Corporations Code section 25210.
117.
Under California Corporations Code section 25403(a), "[e]very person who with knowledge directly or indirectly controls and induces any person to violate any provision ofthis division or any rule or order thereunder shall be deemed to be in violation ofthat provision, rule, or order to the same extent as the controlled and induced person."
118.
Under California Corporations Code section 25403(b), "[a]ny person that knowingly provides substantial assistance to another person in violation of any provision ofthis division or any rule or order thereunder shail be deemed to be in violation ofthat provision, rule, or order to the same extent as the person to whom the assistance was provided."
119.
As a person owning and controlling the business of ARVCO, Villalobos knew that ARVCO engaged in the business of assisting private equity funds or companies in offering and selling securities to CaIPERS, but had not obtained the necessary securities license/certificate to act as a securities broker-dealer. Nevertheless, he lmowingly induced ARVCO to violate and/or provided substantial assistance to ARVCO in violation of California Corporations Code section 25210 as alleged above. Accordingly, Villalobos is liable for the illegal conduct of ARVCO pursuant to California Corporations Code section 25403(a) and/or (b).
TIDRD CAUSE OF ACTION
Unlawful And/Or Fraudulent Business Practices (Business & Professions Code Section 17200) (Against All Defendants)
, ,'~"
120.
The People re-allege and incorporate by reference paragraphs 1 through 99 above as though fully set forth herein.
121.
Defendants and persons acting on their behalf or at their direction engaged in and continue to engage in unfair competition as defined in Business and Professions Code section

17200 by carrying out unlawful or fraudulent business acts or practices which include, but are not limited to, the acts or practices described in detail in Paragraphs 59-99 and summarized below.
122. Defendants ARVCO an~ VilJa)obos and persons acting on their behalf or at their direction violated and continue to violate:
a. California Penal Code section 67 by giving or offering bribes as defined in California Penal Code section 7 to CalPERS' officials with intent to influence them in respect to the investment decisions they made on behalf of CaIPERS; and
b. California Government Code section 20152.5 by failing to disclose the
gifts aggregating fifty dollars ($50) or more in value that they made to CaIPERS' officials. ]23. Defendant Buenrostro violated:
a.
California Penal Code section 68 by receiving bribes with an agreement or understanding that his official actions shall be influenced thereby;
b.
Government Code section 19990 by, among others, receiving gifts and gratuities from ARVCO and Villalobos; and
c.
Government Code\s'ebticihs 87200, 87203, and 87207 by failing to report gifts from Villalobos and A~VCO.
124. Defendants ARVCO and Villalobos and 'persons acting on their behalfor at their direction engaged in and continue to engage in fraudulent business acts or practices which include, but are not limited to, the following:
a. making false representations that Villalobos and ARVCO had the required securities license and complied witli all applicable laws;
b. failing to disclose placement agent agreements and commissions received thereunder; c. giving or offering bribes as defined in California Penal Code section 7 to
CalPERS' officials with intent to influence them in respect to the investment decisions they made on behalf ofCaIPERS;
d.
failing to disclose the' gifts aggregating fifty dollars ($50) or more in value that they made to CalPERS' officials; and making false representations to the funds that they disclosed their commissions to CaIPERS.
125. Defendant Buenrostro engaged in fraudulent business practices by:
a.
receiving bribes with an agreement or understanding that his official actions shall be influenced thereby;
b.
. receiving gifts and gratuities, but failing to disclose them as required by Government Code sections 87200, 87203; and 87207; and
c.
signing forms purportedly disclosing the existence of the placement agent agreements between ARVCO and Apollo, including the amount of commissions paid under those contracts, without authority and without disclosing them to the CalPERS' Board or investment staff.
PRAYER FOR RELIEF
Wherefore, the People pray for judgment against defendants as follows:
1.
Pursuant to Government Code section 12658(a), defendants, their successors, agents, representatives, employees and all persons who act in concert with defendants be permanently enjoined from engaging in any conduct violating California Corporations Code sections 25216(a), 25210, and 25403, including, but not limited to, the acts and practices alleged in this complaint;
2.
Pursuant to Business and Professions Code section 17203, defendants, their successors, agents, representatives, emp'lo)iees 'and all persons who act in concert with defendants be permanently enjoined from directly or indirectly engaging in unfair competition as defined in Business and Professions Code section 17200, including, but not limited to, the acts and practices alleged in this complaint;
3.
Pursuant to Government Code section 12660(a), for an order that defendants pay, jointly or severally, to the People a civil penalty (not less than $25 million) based on .the maximum sum oftwenty-five thousand dollars ($25,000) for each violation of California Corporations Code sections 25216( a), 25210, and 25403, which occurred within four years ofthe filing ofthis complaint;
27
Complaint for Civil Penalties, Ancillary Relief, and Injunctive Relief

4.
Pursuant to Business and Professions Code section 17206, that the Court assess a civil penalty of two thousand five hundred dollars ($2,500) against defendants for each violation of Business and Professions Code section 17200, as proved at trial, but in an amount of not less than $25 million.
5.
Pursuant to Government Code section 12658(b), for an order requiring defendants to disgorge, jointly or severally, all profits and compensation (notless than $70 million) obtained by them as a result of their violations of California Corporations Code sections 25216( a), 25210, and 25403;
6.
Pursuant to Government Code section 12658(b) and Business and Professions Code section 17203, for an order requiring defendants, jointly or severally, to make restitution to California investors, including CalPERS, in an amount not less than $70 million;
7.
Pursuant to Government Code section 12658(a) and/or (b) and Business and Professions Code section 17203, for an order imposing a constructive trust on all of defendants' assets accumulated and acquired from 2005 to the present as a result of their unlicensed, unlawful, or fraudulent activities;
8. For the P·eople's cost of suit incurred herein; and
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... _-... _......-.. _...._--_.... _.. --'-.. "-.... _-_.... _._ .._._----...... -,.-... __... _..
9. For such other and further relief as this Court deems just and proper. .
Dated: May 5th, 2010 Dated: May 5th, 2010 Dated: May 5th, 2010 Dated: May 5th, 2010 Dated: May 5th, 2010
EDMUND G. BROWN JR.
Attorney General of California
MARK. J. BRECKLER
Senior Assistant Attorney General
JON M. ICHINAGA
Supervising Deputy Attorney General
IRENE K. TAMURA
W. RICHARD SINTEK DANIEL O'DONNELL Deputy Attorneys General
Signature of Xianchun J. Vendler
Deputy Attorney General
Attorneys for Plaintiff the People State California Signature of Xianchun J. Vendler
Deputy Attorney General
Attorneys for Plaintiff the People State California Signature of Xianchun J. Vendler
Deputy Attorney General
Attorneys for Plaintiff the People State California (X~CHUNJ. VENDLER
Deputy Attorney General Attorneys for Plaintiff the People of the State of California
28
Complaint for Civil Penalties, Ancillary Relief, and Injunctive Relief
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