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1 Approved: Before: THE HONORABLE RONALD L. ELLIS United States Magistrate Judge Southern District of New York x UNITED STATES OF AMERICA -v. - HASSAN NEMAZEE, Defendant. SEALED COMPLAINT Violation of 18 U.S.C and 2 COUNTY OF OFFENSE: NEW YORK SOUTHERN DISTRICT OF NEW YORK, ss.: G. DALYNN BARKER, being duly sworn, deposes and says that she is a Special Agent with the Federal Bureau of Investigation, and charges as follows: x COUNT ONE 1. Starting in or about December 2006 and continuing until in or about August 2009, in the Southern District of New York and elsewhere, HASSAN NEMAZEE, the defendant, unlawfully, willfully, and knowingly executed and attempted to execute a scheme and artifice to defraud a financial institution, the deposits of which were insured by the Federal Deposit Insurance J Corporation, and to obtain moneys, funds, credits,assets, securities, and other property owned by and under the cust,ody and control cfa financial institution, the deposits of which were insured by the Federal Depos~t Insurance Corporation, by means of false and fraudulent pretenses, representations, and promises, to wit, in order to induce Citibank, N.A., to lend and continue to lend money to NEMAZEE, NEMAZEE falsely and fraudulently represented to Citibank, N.A., that NEMAZEE owned millions of dollars of specified assets held in particular accounts at Westminster Securities Corp. and by Pershing LLC as custodian. (Title 18, United States Code, Sections 1344 and 2).

2 The bases for my knowledge and for the foregoing charges are, in part, as follows: 2. Since approximately 2005, I have been a Special,Agent with the Federal Bureau of Investigation (~FBI") and am currently assigned to the FBI's New York field office. I am familiar with the facts and circumstances set forth below from my personal participation in the investigation, my examination of reports and records, and my conversations with other law enforcement officers and witnesses. This affidavit is based upon my investigation, my conversations with witnesses and other la~enforcement agents, and my examination of reports and records. Because this affidavit is being submitted for the limited purpose of establ~shing probable cause, it does not include all the facts that I have learned during the course of my investigation. Where the contents of documents and the actions/statements, and conversations of others are reported herein, they are reported in substance and in part/ except where otherwise indicated. THE DEFENDANT 3. Based on my review of documents, including the Internet site of Nemazee Capital Corporation (~Nemazee Capital"), I am aware that: a. At all times relevant to this Complaint, HASSAN NEMAZEE, the defendant, wast among other things, the chairman and chief executive officer of Nemazee Capital. Nemazee Capital holds itself out as a holding company that' invests in both public and private companies. Nemazee Capital maintains its principal executive office in Manhattan. SUMMARY 4. As set forth below, HASSAN NEMAZEE r the defendant r engaged in a fraudulent scheme to induce Citibank r N.A., to lend/ and continue to lend, millions of dollars to NEMAZEE based on false representations that NEMAZEE owned millions of dollars in collateral. In furtherance of this scheme/ NEMAZEE submitted r and caused to be submitted r to Citibank numerous fraudulent documents that purported to establish the existence of accounts in NEMAZEE's name at various financial institutions containing many hundreds of millions of dollars. In truth and in fact, those documents were fraudulent and forged documents. As explained in detail below r the numerous accounts referenced in those documents either never existed or had previously existed, but had been closed years before NEMAZEE submitted the documents referencing those accounts to Citibank. To further this scheme, -2-

3 on many of the documents at issue, NEMAZEE falsely gave as the address and telephone numbers of various financial institutions purportedly vouching for his financial strength an address and telephone number that 'was in fact controlled by NEMAZEE, so that in the event anyone at Citibank made an effort to confirm the existence of the assets reflected on the fraudulent documents submitted by NEMAZEE, they would in fact be contacting a telephone number assigned to NEMAZEE himself, and not any financial institution. THE DEFENDANT ESTABLISHES A CREDIT RELATIONSHIP WITH CITlBANK 5. Based on my review of documents, including documents obtained from Ci~ibank, N.A. (ncitibank"), as well as interviews with witnesses, I am aware that: a. On or about December 22, 2006, HASSAN NEMAZEE, the defendant, entered into written agreements with Citibank whereby, in exchange for pledging certain collateral to Citibank, NEMAZEE had the right to borrow up to $25 million from Citibank. - b. In connection with the written agreements, NEMAZEE represented and agreed, in substance and in part, that he owned a specified account (the "Pledged Account") at Westminster Securities Corp., which account was held by Pershing LLC as custodian. Based on my training and experience and my review of documents, I am aware that Pershing LLC is a large, well-known provider of services related to the securities industry and is affiliated with the Bank of New York Mellon. c. Further in connection with the written agreements, NEMAZEE provided and caused to be provided to Citibank a letter (the "December 22 Letter").,representing, in substance and in part, that the Pledged Account had United States Treasury bills/notes with a face value of $24 million. The December 22 Letter is signed by, among others, NEMAZEE and, purportedly, a representative of Pershing LLC (the "First Pershing LLC Representative") and a representative of Westminster Securities Corp. (the "Westminster Representative"). Th~ listed address of Pershing LLC on the December 22 Letter is 575 Madison Avenue, New York, New York (the "Madison Avenue Address"). Based on my conversations with representatives of the Pershing LLC affiliated with the Bank of New York Mellon, lam aware that this company does not maintain, and has never maintained, any offices at the Madison Avenue Address. -3-'

4 d. The written agreements from December 2006 also provided that NEMAZEE would maintain at all times a net worth of not less than $250 million. e. On or about November 20, 2008, NEMAZEE and Citibank modified their borrowing arrangement to increase the amount of funds that NEMAZEE could borrow from Citibank to $80 million and to require NEMAZEE to maintain a net worth of not less than $500 million. f. In connection with this November 20, 2008, modification, NEMAZEE provided and caused to be provided to Citibank a letter (the ~November 20 Letter") relating to the value of the collateral pledged by NEMAZEE as security for his borrowings from Citibank. The November 20 Letter is signed by, among others, NEMAZEE and, purportedly, the First Pershing ~LC Representative and the Westminster Representative, the same purported signatories on the December 22 Letter. The listed address of Pershing LLC on the November 20 Letter is the Madison Avenue Address. g. At all times relevant to this Complaint, the deposits of Citibank were insured by the Federal Deposit Insurance Corporation. CITIBANK SEEKS TO VERIFY ASSETS HELD BY THE DEFENDANT 6. Based on my conversations with other law enforcement agents and representatives of Citibank and my review of documents, I am aware of the following: a. In or about April 2009, HASSAN NEMAZEE/ the defendant, provided to a representative of Citibank a package containing, among other things, an account statement from Westminster Securities Corp. purportedly representing assets held in the Pledged Account as of March 30, 2009 (the ~March 30 Account Statement"). The total value of the assets purportedly held in the Pledged Account as of March 30, 2009, is over approximately $86 million. At or about the same time, NEMAZEE provided to the same representative of Citibank an account statemenb from another Westminster Securities Corp. purportedly representing assets held by him in another account at Westminster Securities Corp. as of March 30, 2009 (the ~Other March 30 Account Statement"). The total value of the assets purportedly held in the Other Account as of March 3Q, 2009, is over approximately $625 million. -4-

5 b. On or about August 7, 2009, a rei)resentative of Citibank contacted NEMAZEE by telephone in order t:o verify assets held by NEMAZEE. The Citibank representative informed NEMAZEE that a repre'sentative of Citibank was going t:o contact Pershing LLC to verify assets held by NEMAZEE. NEMA2~EE responded, in substance and in part, that Citibank sl:10uld not do so and that NEMAZEE would rather payoff the balance of his loan from Citibank. c. On or about August II, 2009, NEMAZEE had lunch with two representatives of Citibank. At lunch, one of the representatives of Citibank again requested, in substance and in part, that NEMAZEE verify the assets held in the Pledged Account. Shortly thereafter, the other Citibank representative sent NEMAZEE an stating, in substance and in part: We really appreciate your understanding, arld agreement to circulate the Pershing collateral verification letter this Friday for signature. Attached {s the text for the letter. Please ensure that we receive an original letter on Pershing stationary [sic] signed by an authorized representative of Pershing in Accounts or Trade Services. Thank you for turning this around quickly for us. The from the Citibank representative to NEMAZE~E attached sample language to be used in the verification letter from Pershing. The sample language left blank the total clmount of the assets held in the Pledged Account and the details regarding securities held in the Pledged Account. d. On or about August 18, 2009, a representative of Citibank received from NEMAZEE a package containing, among other things, an account statement from Westminster Securities Corp. purportedly representing assets held in the Pledged Account as of June 30, 2009 (the "June 30 Account Statement"). According to this statement, the total value of the assets purportedly held in the Pledged Account as of June 30, 2009, is over approximately $113 million. The address of Westminster Securities Corp. on the June 30 Account Statement is 100 Park Avenue, New York, New York and the telephone number is a specified number beginning with (the " Number"). e. On or about August 19, 2009, a representative of Citibank received a letter, dated August 17, 2009 (the "August 17 Letter") that had been sent by facsimile by NEMAZEE and that purported to be from Pershing LLC, which was described in the -5-

6 August 17 Letter as an affiliate of The Bank of New y10rk Mellon. The August 17 Letter purportedly verifies, in substance and in part, that the Pledged Account contains: u.s. Treasury Securities totaling $85,853, as of 08/17/09 that are,held in custod'y by Pershing LLC as collateral for the benefit of Citibank, N.A. The August 17 Letter also provides details concerning the market value of various Treasury securities. The August 17 Letter is purportedly signed by another representative of Pershing LLC (the "Second Pershing LLC Representative"). The purported address of Pershing LLC on the August 17 Letter is,the Madison Avenue Address. The purported telephone number of Pershing LLC on the August 17 Letter is the same Number listed on the June 30 Account Statement as the telephone number for Westmin~ter Securities Corp. THE AUGUST 17 LETTER AND OTHER DOCUMENTS PROVIDED BY NEMAZEE ARE FAKES 7. Based on my conversations with representatives of Pershing LLC, who have interviewed the First Pershing LLC Representative and the Second Pershing LLC Representative, and my conversations with the Second Pershing LLC Representative and the Westminster Representative, and my review of documents, including documents bearing the true signatures of the First Pershing LLC Representative, the Second Pershing LLC Representative, and the Westminster Representative', I am aware of the following: a. The signature of the First Pershing LLC Representative on the December 22 Letter and on the November 20 Letter is a forgery and was not signed by the First Pershing LLC Representative. The First Pershing LLC Representative denied signing the December 22 Letter and the November 20 Letter. Indeed, the First Pershing LLC Representative does not work in the area of Pershing LLC that has any responsibility for executing types of documents such as the December 22 Letter or the November 20 Letter. b. The signature of the Westminster Representative on the December 22 Letter and on the November 20 Letter is a forgery and was not signed by 'the Westminster Representative. The westminster Representative denied signing the December 22 Letter and the November 20 Letter. c. The signature of the Second Pershing LLC -6-

7 Representative on the August 17 Letter is a forgery and was not signed by the Second Pershing LLC Representative. The Second Pershing LLC Representative denied signing the August 17 Letter. Indeed l the Second Pershing LLC Representative was on vacation during the week of August , and was not available to create or execute the August 17 Letter. In addition, Pershing LLC does not use the Number to conduct business and has never maintained an office address at the Madison Avenue Address, both as indicated on the August 17 Letter. d. The Pledged Account did not contain over $86 million as of March 30, 2009, as indicated in the March 30 Account Statement and as described in paragraph 6(a) I above, or over $113 million as of June 3p, 2009, as indicated in the June 30 Account Statement and as described in paragraph 6(d), above. Indeed, there never was any account at Westminster Securities Corp. bearing the account number of the Pledged Accou.nt as identified in the December 2006 loan agreements betwe:en NEMAZEE and Citibank. The March 30 Account Statement and the June 30 Account Statement are not real account statements generated by Westminster Securities Corp. or Pershing LLC. e. The account associated with the Other March 30 Account Statement, as described in paragraph 6(a), above, was in fact closed on or.about December 13, 2001 and, accordingly, contained no assets as of March 30, The Other March 30 Account Statement is not a real account state~ent generated by Westminster Securities Corp. or Pershing LLC. f. Westminster Securities Corp. has not used 100 Park Avenue in Manhattan as its address for approximately eight years, although the June 30 Account Statement gives that address for Westminster. westminster Securities Corp. does not use the Number to conduct business, although the June 30 Account Statemen~/ gives that telephone number for westminste:r" Securities Corp. As indicated in paragraph 8(b), below, the Number is actually assigned to a fake business set up by HASSAN NEMAZEE, the defendant -- a business that he named "Pershing LLC," but which has nothing whatsoever to do with the Pershing LLC affiliated with the Bank of New York Mellon. THE DEFENDANT/S MAIL DROP AT THE. MADISON AVENUE ADDRESS 8. Based on my review of documents and m}l conversations with other law enforcement agents, who interviewed representatives of a business located at 575 Madison Avenue in Manhattan (the "Business"), which is the Madison Averlue Address, I am aware of the following: -7-

8 a. The Business engages in, among other things, the business of providing telephone answering service, mail receipt service, and conference rooms. As advertised on its Internet website, the Business can provide "[a]n exclusive telephone number answered in your company name" and "575 Madison Avenue as your mailing address." Based on my training and experience, these services are sometimes referred to as providing clients with a "virtual office." b. On or about January 6, 2004, HASSAN NEMAZEE, the defendant I contracted for service from the Business in the name "Pershing LLC." In the documents contracting for service from the Business, certain names are listed as the personnel associated with "Pershing LLC." The only such names are the name of the First Pershing Representative and "H. Nemazee." The Business was instructed to bill the services, and forward all mail, to Nemazee Capital, 720 Fifth Avenue, Ninth Floor, New York, New York 10019, which, based on my review of documents obtained from Citibank, is a prior address used by Nemazee Capital. c. On or about January 6, 2004, the Business assigned NEMAZEE the Number, the same number that appears on the June 30 Account Statement, purportedly as a number for Westminster Securities Corp., and on the August 17 Letter, purportedly as a number for Pershing LLC. Thus, anyone seeking to verify with those entities that NEMAZEE, in fact, owned the assets falsely reported in those fraudulent documents purportedly supplied by westminster Securities Corp. and the real Pershing LLC, but which were not, in fact, supplied by those entities, would, upon reviewing those documents, do so by phoning a telephone number, in fact, controlled by NEMAZEE. d. At or about the time that NEMAZEE contracted for service on behalf of Pershing LLC, photocopies of his actual New York State driver's license and his actual United States passport were provided to the Business. I have reviewed photocopies of these documents. Based on my personal observation of NEMAZEE, the person depicted on the license and passport are HASSAN NEMAZEE, the defendant. e. On or about December 6, 2005, NEMAZEE changed the address associated with the office address for Pershing LLC to: Hassan Nemazee, Pershing LLC, c/o Nemazee Capital Corp., followed by the current office address of Nemazee Capital. f. From at least approximately June 24, 2008, through at least July 22, 2009, NEMAZEE routinely signed checks, -8-

9 drawn off an account maintained by Nemazee Capital, payable to the Business representing the monthly payments to the Business for maintaining the "Pershing LLC" virtual office. g. On or about the morning of August 24, 2009, someone (the "First Unknown Caller") called the Number and asked, in substance and in part, for the Second Pershing LLC Representative. The receptionist responded, in substance and in part, that no person by the name of the Second PershingLLC Representative was associated with the Number. The First Unknown Caller then requested, in substance and in part, to add the Second Pershing LLC Representative as a person associated with the Number and to remove "H. Nemazee" as an associated name. The First Unknown Caller also asked the receptionist if the Second Pershing LLC Representative had missed any telephone calls. h. Approximately thirty minutes after the telephone call described in paragraph 8(g), above, another person (the "Second Unknown Caller"), who sounded to the receptionist like the'first Unknown Caller, called the Number and asked, in substance and in part, for the Westminster Representative. The receptionist responded, in substance and in part, that no person by the name of the Westminster Representative was associated with the Number. The Second Unknown Caller then requested, in substance and in part, to add the Westminster Representative as a person associated with the Number. THE DEFENDANT/S STATEMENTS 9. On or about August , another law enforcement agent and I interviewed HASSAN NEMAZEE r the defendant I at Newark Liberty International Airport, as NEMAZEE was in the process of checking in for a flight to Romer Italy. During the interview, NEMAZEE stated, in substance and in part.' the following: Citibank. a. NEMAZEE personally handled his dealings with b. NEMAZEE does not have an office at the Madison Avenue Address. As indicated above, however r he l in fact, maintains a virtual office at that address for his own "Pershing LLC," and it was the address for that Pershing LLC that was falsely and fraudulently provided to Citibank as the address for the real Pershing LLC affiliated with the Bank of New York Mellon. -9-

10 Citibank. c. NEMAZEE provided the August 17 Letter to d. When NEMAZEE was shown the June 30 Account Statement, he stated that it appeared to be a true copy of the statement for the Pledged Account. e. Some of the United States Treasury notes identified on the June 30 Account Statement had been called in for repurchase between June 30, 2009, and August 17, 2009, and, therefore, did not appear on the August 17 Letter. THE DEFENDANT REPAYS HIS LOAN TO CITIBANK 10. Based on my communications with representatives of Citibank, I am aware that, on or about the afternoon of August 24, 2009, HASSAN NEMAZEE, the defendant, repaid by wire transfer his outstanding loan to Citibank, an amount in excess of $74 million. WHEREFORE, deponent prays that a warrant for the arrest of HASSAN NEMAZEE, the defendant, issue and that he be imprisoned or bailed, as the case may be. Sworn to before me this 24th day of August, 2009' N BARKER AGENT BUREAU OF INVESTIGATION THE HONORABLE RONALD L. ELLIS UNITED STATES MAGISTRATE JUDGE SOUTHERN DISTRICT OF NEW YORK -10-

11 Citibank. c. NEMAZEE provided the August l7 Letter to do When NEMAZEE; was shown tile June 30 Account Statement, he stated that it appeared to be a true copy of the statement for the Pledged Account. e. Some of the United States Treasury notes identified on the June 30 Account Statement had been called in for repurchase between June 30, 2009 I and Augus.t 17, 2009 f and, therefore, did not. appear on the August 17 Letter. THE DEFENDANT. REPAYS HIS LOAN TO CITIBANK 10. Based on my colnmunications with representatives o.f Ci:tibank, I am aware that, on or about the afternoon of August 24, 2009, HASSAN NEMAZEE, the defendant, 'repaid by wire transfer his outstanding loan to ~itibank, an amount in e~cess of $74 million. WHEREFORE, deponent prays that a warrant for the arrest of HASSAN NEMAZEE, the defendant, issue and that he be imprisoned or bailed, as the case m~y be.. INVESTIGATION Sworn to,,':before me this 24th,d~y of August, THE HONORABLE 'RONALD 1... (-.. ELLIS. UNITEDST~TES MAGISTRATE JUDGE SOUTHERN DISTRICT OF,NEW YORK -10-