ANNOUNCER: It was too good to be true.
MICHAEL BIENES, Avellino & Bienes: Would you believe it, how the money rolled in?
ANNOUNCER: But nobody wanted to ask questions-
BOB NORMAN, The Daily Pulp: You see a willful ignorance. Nobody wants to get in the way of all this money.
ANNOUNCER: -from small-time investors to sophisticated hedge fund managers.
ROSS INTELISANO, Rich & Intelisano, LLP: All these guys did was just dump money in, do no due diligence, and count their money. Amazing.
MARTIN SMITH, Correspondent: Did Madoff say to you, "Don't put me in your prospectus?"
SANDRA MANZKE, CEO, Maxam Capital: Yes. He did.
MARTIN SMITH: Do you think that's right?
ANNOUNCER: And where were the regulators?
Rep. GARY ACKERMAN (D-NY), Financial Services Cmte.: Why didn't you find him, is the question.
ARNOLD SINKIN, Madoff Investor: I blame the government. I really, truly do.
ANNOUNCER: Tonight on FRONTLINE, correspondent Martin Smith unravels The Madoff Affair.
MARTIN SMITH, Correspondent: [voice-over] The news broke on December 11, 2008, and within seconds, phones were ringing around the world. Michael Bienes was in London when he got a phone call from his business partner, Frank Avellino.
MICHAEL BIENES, Avellino & Bienes: And I said, "Frank, what's wrong?" Because I could hear it in his voice. "Michael, Bernie Madoff-" I said, "He died!" In a nanosecond, "He died." "Was arrested." I said, "Oh, no." And then in another nanosecond, "Sex crime or some [expletive deleted]," you know? "For stock fraud."
MARTIN SMITH: Phones were ringing in Palm Beach, too.
SANDRA MANZKE, CEO, Maxam Capital: I received a call from an investor in Aspen who said he had heard that Bernie was arrested. And I called Bernie's office and I called his secretary, and I said, "Gee, we just got this really strange call." And she said, "No, no, everything's fine."
MARTIN SMITH: Emails were flying.
BETTE GREENFIELD, Madoff Investor: I read it, and then I read it again. I was, like, in shock, like, non-believing shock. And I thought, "He couldn't. He couldn't possibly have- this isn't true. It's impossible to be true."
MARTIN SMITH: It was the largest stock fraud in history.
LAWRENCE VELVEL, Madoff Investor: I said, "Oh, my." You know, in an instant, as with everybody else, you see everything just gone.
1st REPORTER: Mr. Madoff, what you have to say for yourself?
MARTIN SMITH: There are lots of questions.
1st REPORTER: What do you have to say to the public, to your investors?
BERNARD MADOFF: Don't push me.
MARTIN SMITH: How did he pull it off?
1st REPORTER: Mr. Madoff-
2nd REPORTER: How do you feel?
MARTIN SMITH: Who helped him?
3rd REPORTER: Are you sorry for what you did?
4th REPORTER: Mr. Madoff, what would you say to all those people that lost money, Mr. Madoff? What would you say to them?
MARTIN SMITH: And when did it all begin?
PHOTOGRAPHER: Bernie! Hey, Bernie! Give me one nice shot, buddy. Bernie! Turn around, buddy. Come on!
MARTIN SMITH: The year was 1960. Madoff had just graduated from Hofstra College and married his high school sweetheart, Ruth Alpern. He was working out of her father's accounting firm in midtown Manhattan. From there, he launched a career as a market-maker, matching buyers of stocks with sellers on Wall Street.
DIANA HENRIQUES, The New York Times: He started this little stock trading firm, one of many in Wall Street's outer fringes at that time, and slowly built it up, building up customers. It was kind of like a wholesale firm.
KATHERINE BURTON, Bloomberg: He would actually pay clients such as Fidelity, Charles Schwab. He'd pay them a penny a share to come and trade through him. So he saw lots of trading volume that way.
MARTIN SMITH: [on camera] In other words, he would pay for what they call, "order flow?"
KATHERINE BURTON: Exactly.
MARTIN SMITH: [voice-over] What wasn't known on Wall Street was that Madoff had a side business as an investment advisor.
DIANA HENRIQUES: The investment advisory business operated, so far as we can tell, completely under the radar. We know to some extent that it began small. Customers of his who go back the longest started with very small nest eggs.
MARTIN SMITH: Madoff's first clients were friends and associates recruited in places like Queens, Long Island and the Catskills. With promised returns of around 18 percent, entire families jumped in.
As word spread, Madoff enlisted two accountants from his father-in-law's firm. First it was Frank Avellino - on the left - and then Michael Bienes. Now facing lawsuits, Avellino refused to talk, but Bienes agreed to tell us how Madoff brought him and Frank into the investment advisory business.
[on camera] Tell me how you got going with investing with Bernie, how that-
MICHAEL BIENES, Avellino & Bienes: Well, Saul, his father-in-law, had been doing it. He gave Frank a piece. And I got a piece when I became a partner. It was only about $2.5 million in the account. That was big money to me. We were only taking a small clip off the top. That's all it was. Couldn't take more, we thought that was the rule. And we never were pigs. That's the one thing that kept us going. We were never pigs. We were never pigs.
MARTIN SMITH: [voice-over] The arrangement was simple. With Madoff's guarantee of 20 percent or better, Avellino and Bienes could pocket a few percentage points while issuing promissory notes to their clients with set rates of return.
[on camera] You were promising people how much?
MICHAEL BIENES: All depends. Big amounts, 18 percent. Smaller amounts, 17, 16, even as low as 15.
MARTIN SMITH: What made you think that he could return 20 percent?
MICHAEL BIENES: I don't know! How do I know? How do you split an atom? I know that you can split them, I don't know how you do it. How does an airplane fly? I don't ask.
MARTIN SMITH: Did you ask him?
MICHAEL BIENES: Never? Why would I ask him? I wouldn't understand it if he explained it. Something with arbitrage between bonds and stocks, and blah, blah, blah, blah, blah.
MARTIN SMITH: [voice-over] Among the first investors Bienes brought in were Arnold and Joan Sinkin. They started with $5,000.
JOAN SINKIN, Madoff Investor: Michael Bienes said to my uncle, "I know that you don't have much money and that I can really get you an investment that's going to do very well for you." And before long, there were probably about 18 to 20 people that were involved with Bienes.
MARTIN SMITH: [on camera] Did you know where that money was going?
JOAN SINKIN: No.
MARTIN SMITH: Had you ever heard the name Bernard Madoff?
JOAN SINKIN: Not at that time. No.
ARNOLD SINKIN, Madoff Investor: Not at that time.
MARTIN SMITH: [voice-over] Madoff liked it that way. Unbeknownst to even his oldest associates, he was quietly taking on other so-called "feeders."
It didn't matter to Avellino and Bienes. By the mid-'80s, their cut was reaching upwards of $10 million a year just for passing along their clients' money.
[on camera] So is this easy money, would you say, that you're making with Madoff?
MICHAEL BIENES, CPA, Avellino & Bienes: Easy. Easy-peasy. Like a money machine. I always said I never lifted any heavy weights. People have said to me, even recently, "Oh, you must have worked very hard." I said, "No, I didn't." "Oh, come on!" I said, "No I didn't." I never worked hard.
We were like an airplane. An airplane, you know, flies itself. But if you make a mistake in your calculations, oh, boy, you do a John Denver. You run out of fuel.
MARTIN SMITH: Did you ever think to yourself, "This just is too easy, this is too good"?
MICHAEL BIENES: I said, "I'm a little too lucky. Why am I so fortunate?" And then I came up with the answer. My wife and I came up with the answer. God wanted us to have this. God gave us this.
MARTIN SMITH: [voice-over] In 1987, Avellino & Bienes opened a second office in Fort Lauderdale, Florida, and began looking for a new well of investors.
BOB NORMAN, The Daily Pulp: They start actually doing what they did in New York. They just pick up investors, people they met, an art dealer, friends that they picked up, doctors. You know, they would- they would get them involved in the investment scheme.
MARTIN SMITH: The problem was, they were getting too many clients. By the early '90s, they had amassed over 3,000, far too many clients to be operating as unregistered investment advisors. Avellino and Bienes worried they might get busted by the SEC.
MICHAEL BIENES: We had doubts, and we passed them on to Bernie in meetings. And he said, "Listen to me, OK? I know the biggest lawyers on Wall Street. And I've told them about this, and they say it's OK. You're just guys who work for my father-in-law. You- you're an- you're an- you're a client of my firm. That's all you are."
MARTIN SMITH: [voice-over] So you did have doubts? You wondered if you should be licensed with the SEC?
MICHAEL BIENES: I like to be licensed. I was a licensed CPA.
MARTIN SMITH: So why didn't you just get yourself licenses?
MICHAEL BIENES: Because you just can't do that because Bernie didn't want us to.
MARTIN SMITH: So Bernie's calling the shots here?
MICHAEL BIENES: Oh, of course he is! Always was. I was always- we were always captive to him. He owned us.
MARTIN SMITH: [voice-over] But then in 1992, there was trouble. An investment advisor in Seattle had called Avellino & Bienes to inquire about their steady returns. Those promissory notes didn't smell right. He was given the brush-off. The advisor called the SEC, and they launched an investigation. They suspected that Avellino and Bienes were running a Ponzi scheme.
MICHAEL BIENES: They came over, the SEC, and they talked and they looked and they looked and they talked. And we said, you know, to Bernie, "We got to do something. This is not going to be good. We just can't sit here." And he says, "Yeah, you're right. Let me recommend an attorney, Ira Sorkin, who used to be with the SEC."
MARTIN SMITH: Ira Sorkin, the lawyer Madoff