SEC v. Evarist C. Amah

1
Eric S. Berelovich
U.S. SECURITIES AND EXCHANGE COMMISSION
Division of Enforcement
100 F Street, N.E.
Washington, DC 20549
Counsel for Plaintiff

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

U.S. SECURITIES AND EXCHANGE
COMMISSION,
                                           Plaintiff,
vs.
EVARIST C. AMAH,

Defendant.

Case No.
Jury Trial Demanded

COMPLAINT

Plaintiff United States Securities and Exchange Commission (the “SEC”), for its
Complaint against Defendant Evarist C. Amah (“Amah” or “Defendant”), alleges as follows:
SUMMARY
1. From approximately April 2016 through July 2019, Amah, a New York-based
investment adviser, engaged in a fraudulent scheme to raise approximately $698,000 from nine
fellow members of his religion.  In doing so, Amah repeatedly used materially false and
misleading statements regarding his investment performance.  In particular, Amah agreed to
serve as the investment adviser to eight of these individuals in connection with two investment
programs designed to both generate returns for his clients and provide financial support to their
religion.  Despite losing over 97% of his advisory clients’ assets just over five months after
starting to trade with their money, Amah repeatedly claimed that he had achieved modest returns

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of between 3% and 5% and stated that he could increase the returns his strategy was able to
generate if his clients invested additional assets.
2. Amah engaged in additional deceptive conduct to perpetuate his fraudulent scheme.
On at least two occasions, after he had lost over 97% of his clients’ assets, Amah fabricated
performance statements falsely showing that he had achieved modest returns or minimized
losses.  While the actual account balance for his clients was, respectively, $4,907 and $1,859,
Amah’s fake performance statements reported that total assets were, respectively, $439,751 and
$325,794.
3. Amah also favored certain of his advisory clients over others in violation of the
fiduciary duties he owed to all of his advisory clients.  Specifically, Amah invested his clients’
money in a hedge fund he had created previously, Lumine Fund, LP (“Lumine Fund” or “Fund”).
Amah did not, however, treat them as equal members of the Fund.  Amah commingled their
assets and, without disclosing to the Fund’s existing investors or its administrator what he was
doing, deposited all of the investments in a single Fund sub-account in the name of ECA Capital
Management, LLC (“ECA Capital”).  ECA Capital was the Fund’s managing member, and
Amah had exclusive control of the sub-account, but the only assets in the sub-account belonged
to his advisory clients.  Thus, when Amah paid Fund expenses from ECA Capital’s sub-account,
he was causing certain of his advisory clients to pay the expenses of his other client, the Fund.
4. By engaging in this conduct, Amah violated and, unless restrained and enjoined,
will again violate Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C.
§ 77q(a)]; Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.
§§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; and Sections 206(1), (2), and (4)
of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. § 80b-6(1), (2), and (4)] and

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Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]; and will again aid and abet violations of
Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)].
5. By this Complaint, the SEC seeks injunctions, civil penalties, and such other and
further relief as the Court considers just, equitable, and proper.
JURISDICTION AND VENUE
6. The SEC sues under Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)],
Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)], and Section 209(d) of the Advisers Act
[15 U.S.C. § 80b-9(d)].
7. This Court has jurisdiction over this action pursuant to Sections 20 and 22 of the
Securities Act [15 U.S.C. §§ 77t and 77v], Sections 21 and 27 of the Exchange Act [15 U.S.C.
§§ 78u and 78aa]; and Sections 209 and 214 of the Advisers Act [15 U.S.C. §§ 80b-9 and 80b-
14].
8. Venue is proper in the Southern District of New York pursuant to Section 22(a) of
the Securities Act [15 U.S.C. § 77v(a)], Section 27 of the Exchange Act [15 U.S.C. § 78aa], and
Section 214 of the Advisers Act [15 U.S.C. § 80b-14].  Certain of the transactions, acts,
practices, and courses of business constituting the violations alleged herein occurred within the
Southern District of New York and elsewhere, and were effected, directly or indirectly, by use of
the means or instruments or instrumentalities of transportation or communication in interstate
commerce, or of the mails, or the facilities of a national securities exchange.  As detailed below,
among other things, Amah resides within this district and planned and provided the investment
advisory services described in this Complaint from his home office in this district, including by
using banks located in this district.

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DEFENDANT
9. Evarist C. Amah, age 54, was the majority owner and Chief Executive Officer of
ECA Capital, and the only person who provided any services on its behalf.  At all relevant times,
Amah was an “investment adviser” within the meaning of Section 202(a)(11) of the Advisers Act
[15 U.S.C. § 80b-2(a)(11)] because he was in the business of providing investment advice to
clients about securities in exchange for compensation, and he also owned and exclusively
managed and controlled ECA Capital.  He resided in, and operated ECA Capital from, New
Rochelle, New York at all relevant times.  Amah has held a Chartered Accountant license in the
United Kingdom since 2008.
RELATED ENTITIES
10. ECA Capital Management LLC was a New York limited liability company that
Amah formed in 2012 with its principal place of business in New Rochelle, New York.  At all
relevant times, ECA Capital was an “investment adviser” within the meaning of Section
202(a)(11) of the Advisers Act.  ECA Capital was dissolved in June 2020.
11. Lumine Fund, LP was a Delaware limited partnership Amah formed in November
2015 with its principal place of business in New Rochelle, New York.  Lumine Fund was a
pooled investment vehicle within the meaning of Advisers Act Rule 206(4)-8 because it was
engaged primarily in the business of investing, reinvesting, or trading in securities, and thus is an
investment company, as defined in Section 3(a) of the Investment Company Act of 1940.  Amah
and ECA Capital served as Lumine Fund’s investment advisers, and ECA Capital was its general
partner.  The Fund was dissolved in May 2020.
12. Mountain Support Initiative – Investment Trading (“MOSI-IT”) was offered to
investors as a pooled investment vehicle, but in reality was an investment program Amah
managed to benefit both his advisory clients and their shared religion.  Amah never formally

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created MOSI-IT as a legal entity, operating it instead through ECA Capital’s sub-account in
Lumine Fund.
13. MOSI-IT Special Project (“Special Project”) was also offered to investors as a
pooled investment vehicle, but in reality was a second investment program Amah managed to
benefit both an advisory client and their shared religion.  Amah never formally created Special
Project as a legal entity, operating it instead through his personal brokerage accounts.
FACTS
I. A
MAH CREATED AMBIGUITY IN HIS RELATIONSHIPS WITH HIS ADVISORY CLIENTS
14. Amah created ambiguity in his relationships with the various individuals and
entities he advised.  In general, Amah engaged in a bait-and-switch arrangement whereby he
offered an investment in MOSI-IT as a pooled investment vehicle, but actually sold the fellow
members of his religion interests in Lumine Fund, albeit without their knowledge.
15. Moreover, Amah did not treat the MOSI-IT investors like full limited partners in
Lumine Fund; he did not provide them with Lumine Fund offering documents, have them sign
Limited Partnership Agreements, create sub-accounts in their names, or provide them with
quarterly account statements.  In fact, he never even disclosed to the other limited partners or the
Fund’s administrator that the MOSI-IT investors became investors in the Fund.  Instead, Amah
established an investment advisory relationship with each MOSI-IT investor, later memorializing
this through each investor’s Investment Management Agreement (“IMA”) with ECA Capital,
and managed their money through ECA Capital’s sub-account in Lumine Fund.
16. Accordingly, as a result of Amah’s approach to organizing his advisory business,
the MOSI-IT investors (henceforth “MOSI-IT advisory clients”) were both quasi-limited partners
in Lumine Fund and Amah’s individual investment advisory clients, and MOSI-IT was nothing
more than an investment program Amah managed through Lumine Fund.

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17. Amah also failed to observe typical formalities with respect to Special Project,
which he managed on behalf of Investor 1 and Investor 1’s nephew (“the Nephew”) using his
personal bank and brokerage accounts.  Amah served as an investment adviser to Investor 1 in
his individual capacity, but did not have such a relationship with the Nephew.
II. A
MAH ESTABLISHED LUMINE FUND AND SERVED AS ITS INVESTMENT ADVISER
18. In January 2016, Amah sold limited partnership interests in Lumine Fund to two
individuals and one entity (the “Limited Partners”), raising $265,000 from these investors.
Several months later, Amah and his wife invested $32,000 of their own money in exchange for
limited partnership interests held in their own names, becoming Limited Partners of the Fund.
19. The interests Amah sold in Lumine Fund were securities because there was an
investment of money in a common enterprise (the Fund) with a reasonable expectation of profits
to be derived from the efforts of others (Amah’s trading in financial assets).
20. Before they invested, Amah emailed to each of the Limited Partners the Limited
Partnership Agreement, Subscription Documents, and Private Placement Memorandum
(together, the “offering documents”).  The offering documents provided that ECA Capital, and
thus Amah, would receive compensation for the investment advisory services it provided to the
Fund.  In particular, each Limited Partner agreed to pay both a monthly management fee of 1%
or 2% (annualized) of their account balance and a quarterly performance fee of 40% of their net
capital appreciation.  Amah had exclusive control over the offering documents’ content.
21. Amah selected and communicated with the Fund’s financial institutions and service
providers, analyzed its investment options, controlled its assets with complete discretion, and
invested them on the Fund’s behalf.  Amah also communicated with the Fund’s investors
regarding the Fund’s performance.

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22. Amah began trading the Fund’s $265,000 on January 19, 2016.  By April 1, 2016,
his trading losses reduced this capital to approximately $123,000, a negative return of over 50%.
23. At all relevant times, Amah knew the approximate value of the Fund’s total assets
because he regularly accessed the Fund’s accounts, provided monthly brokerage and bank
statements to the fund administrator, and/or reviewed and approved the Fund’s quarterly
statements.
24. Because they engaged in the business of advising others as to the value of securities
or the advisability of investing in, purchasing, or selling securities in exchange for compensation,
Amah and ECA Capital served as investment advisers to the Fund.  As such, they owed the Fund
the fiduciary duties of care, loyalty, full and fair disclosure, and to act in good faith.
III. A
MAH USED MATERIALLY FALSE AND MISLEADING STATEMENTS TO SOLICIT
INVESTMENT IN THE MOSI-IT PROGRAM
25. Amah is a member of a religious organization called the Grail Movement.  The
Grail Movement has its origins in Vomperberg, Austria, where adherents have established a
settlement (“the Mountain”) that hosts festivals and other religious activities.
26. On April 18, 2016, Amah and a fellow Grail Movement member, Investor 1,
discussed an investment idea both to benefit the Mountain and generate returns for investors.
The investment would be open to other Grail Movement members.
27. In the following months, Investor 1, the Nephew, and Amah communicated by
email and phone to plan the investment program, which they called “Mountain Support Initiative
– Investment Trading” or “MOSI-IT”.  At the time of these communications, Amah was in New
Rochelle, New York, Investor 1 was in Nigeria or Italy, and the Nephew was in Dutchess
County, New York.

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28. Amah was, however, the only one of the three individuals with training and
professional experience in investing and accounting, and it was understood that he would serve
as the investment adviser in connection with the investment program.  And he did so.
29. Amah offered the MOSI-IT investment as an investment in a pooled investment
vehicle and suggested generally, without naming Lumine Fund, that the MOSI-IT investments be
traded through his “hedge fund.”  Amah also drafted, reviewed, and/or edited MOSI-IT’s
offering documents and investor communications, designed the investment structure and other
key details of the MOSI-IT offering, designed and implemented its investment strategy, prepared
performance updates for investors, and had discretionary control over the investment assets.
30. Amah did not, however, formally establish MOSI-IT as a legal entity.  Instead, as
explained below, Amah pooled his MOSI-IT advisory clients’ assets and deposited them into,
and managed them through, ECA Capital’s sub-account in Lumine Fund.  Approximately two
months after doing so, Amah signed investment management agreements (“IMAs”) on ECA
Capital’s behalf with each MOSI-IT advisory client stating that the “amount deposited shall be
transferred to Lumine Fund and actively traded by the manager.”  In essence, because MOSI-IT
did not exist in any legal sense, Amah actually sold to his MOSI-IT advisory clients interests in
Lumine Fund, which are securities for the reasons described above.  And in doing so, Amah and
ECA Capital simultaneously served as investment advisers to the MOSI-IT advisory clients in
their individual capacities and to the pooled investment vehicle, either MOSI-IT or Lumine Fund
or some combination of the two.  As such, in addition to owing the pooled investment vehicle
fiduciary duties, Amah and ECA Capital also owed each of the MOSI-IT advisory clients the
fiduciary duties of care, loyalty, full and fair disclosure, and to act in good faith.

9
31. More specifically, in a May 3, 2016 email, Amah suggested to Investor 1 and the
Nephew that MOSI-IT investments be traded through his “hedge fund,” suggested a $1 million
initial investment, and projected “a first year return in excess of 100%” and annual returns of
about $1 million for the Mountain by the third year.  Amah omitted from his predictions the
extent of the losses he had already incurred through his trading for his hedge fund – Lumine
Fund – which at that point were over 50% of the invested principal.
32. Through these statements and omissions, Amah sought to convince Investor 1 and
the Nephew to invest in his MOSI-IT program and to solicit others to do so as well.  Having
already lost over 50% of the Fund’s assets and omitting this material fact, Amah knew or was
reckless in not knowing that his projections of MOSI-IT’s future returns were materially false
and misleading.
33. From May 17 to July 28, 2016, Amah helped prepare MOSI-IT’s offering
documents – including a question and answer document (“Q&A Document”) – with Investor 1
and the Nephew via email and telephone.  Amah had ultimate authority over the Q&A
Document’s contents, which set out the key terms of the MOSI-IT investment.  At a high level,
the plan was for Amah to generate trading profits over three years, and at the end of each year,
part of the profits would be donated to the Mountain, part would be reinvested, and part would
be distributed to Amah’s MOSI-IT advisory clients.
34. On or about July 28, 2016, Investor 1 emailed twenty Grail Movement members
the Q&A Document, a cover letter, and a spreadsheet that Amah had created projecting MOSI-IT
profits, soliciting their investment in MOSI-IT.  The Q&A Document provided that “fees and
administrative costs” would be deducted from profits, but did not quantify the fees or costs.

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35. None of the materials in Investor 1’s email specifically disclosed that all MOSI-IT
advisory clients’ assets would be invested in Lumine Fund or that, by July 1, 2016, Lumine Fund
had lost over 50% of its asset value since inception.  Nevertheless, Amah’s spreadsheet projected
a monthly return of 8%, annual returns over 75%, and total annual returns over 65% across three
years.  Amah’s spreadsheet also projected that MOSI-IT would donate approximately $1.5
million to the Mountain over three years.  Amah knew, or was reckless in not knowing, that both
his statements regarding the MOSI-IT projections and his omissions regarding Lumine Fund’s
negative returns were materially false and misleading.
36. Initially, five Grail Movement members, including Investor 1, invested a total of
$300,000 in MOSI-IT.  The investors, who were residents of Nigeria and/or Italy, wired assets
from their bank accounts (most of them also in Nigeria or Italy) to ECA Capital’s bank account
in Pelham, New York.  Amah then transferred the assets to Lumine Fund’s accounts in New
York and Nebraska.  Amah never told the Fund’s Limited Partners, administrator, or auditor
about MOSI-IT or his new advisory clients.  Instead, he made it appear as though the MOSI-IT
assets were a capital contribution from the Fund’s general partner, ECA Capital.
37. On or about October 25, 2016, Amah began trading $270,000 of the MOSI-IT
advisory clients’ assets, having retained $30,000 for expenses.
38. On or about December 3, 2016, over a month after Amah had begun trading MOSI-
IT program assets, the Nephew emailed the five MOSI-IT advisory clients ECA Capital IMAs he
had received from Amah.  Ultimately, each of the MOSI-IT advisory clients signed a copy of the
IMA, and Amah countersigned each IMA on behalf of ECA Capital.
39. Amah had ultimate authority and control over the IMA’s contents, and the signed
IMAs demonstrate that Amah and ECA Capital formed an investment advisory relationship with

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each individual MOSI-IT client, making clear that the relationship was fiduciary.  In particular,
Section 3 of the IMA gave ECA Capital, and thus Amah, power of attorney to act on each
client’s behalf while Section 4 described that the adviser would provide a “diversified/multi-
strategy approach” and outlined the specific types of trading that would be used to effectuate that
strategy.  In short, through the IMAs, Amah was memorializing what he had already established
through his conduct: that he and ECA Capital were serving as investment advisers to each of the
MOSI-IT advisory clients in their individual capacities.
40. By December 31, 2016, Amah’s trading had reduced the $300,000 initial MOSI-IT
investment to $81,939.54, a loss of almost 73%.
IV. A
MAH USED MATERIALLY FALSE AND MISLEADING STATEMENTS TO SOLICIT
ADDITIONAL MOSI-IT INVESTMENTS AND TO CONCEAL HIS LOSSES
41. Despite Amah’s knowledge of Lumine Fund’s, and thus his MOSI-IT program’s,
significant losses, Amah repeatedly used materially false and misleading statements and
omissions about the investment returns to solicit – directly and through Investor 1 – additional
investments.  In general, Amah reported to existing and prospective advisory clients that his
MOSI-IT program was modestly profitable and solicited additional investments, claiming that he
could generate greater returns if he received more investment capital.
42. Amah knew at all relevant times, however, that his trading was not profitable
because he regularly accessed Lumine Fund’s brokerage accounts electronically in connection
with his trading activities and saw the Fund’s low balances.  Moreover, from 2017 to 2020, after
hiring a new fund administrator, Amah regularly provided the fund administrator with the Funds’
bank and brokerage account statements so the fund administrator could prepare quarterly account
statements.  The Fund’s administrator regularly provided Amah with these quarterly account
statements so that Amah could approve them.  All of the account statements Amah approved

12
showed significant net losses, including the statements for ECA Capital’s Lumine Fund sub-
account where the MOSI-IT advisory clients’ assets were held.  Amah, however, did not provide
the quarterly account statements to his MOSI-IT advisory clients.  Instead, he repeatedly told
them that he was achieving modest returns while soliciting additional investments.
43. For example, on April 6, 2017, Amah wrote to Investor 1, suggesting that MOSI-IT
was achieving a “mere 3% to 3.5% return,” and that more investment capital was needed to
“achiev[e] a high double or triple digit return.”  When Investor 1 requested more information,
Amah wrote that he had “alluded to a mere 3% to 3.5% annual return” because “the way the
investment has been structured” prevented him from providing “the actual return.”
44. Amah knew that his statements about his MOSI-IT program’s returns and his
inability to provide its “actual return” were materially false and misleading because about a week
prior, on March 28, 2017, he had approved January and February 2017 account statements for
the Fund’s administrator showing his MOSI-IT advisory clients’ losses were in excess of 94%.
45. Amah, Investor 1, and the Nephew collaborated by email to draft a letter on ECA
Capital’s letterhead, which Investor 1 emailed to the rest of Amah’s MOSI-IT advisory clients on
May 15, 2017.  It stated that “at best, we are achieving a modest return of 3-3.5%” and expressed
a need for more investment.
46. At the time of the letter’s drafting, Amah knew that his MOSI-IT program was
achieving negative returns because a few weeks prior, on April 26, 2017, Amah approved the
account statements for the quarter ending March 31, 2017 showing MOSI-IT advisory clients’
losses of more than 99%.
47. From June to December 2017, after receiving Amah’s materially false and
misleading solicitations, existing MOSI-IT advisory clients (including Investor 1) and a new

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advisory client invested another $140,000.  As before, the advisory clients wired the assets from
bank accounts abroad to ECA Capital’s bank account in Pelham, New York, and Amah then
transferred them to Lumine Fund’s accounts in New York and Nebraska.  Also as before, Amah
invested the new MOSI-IT assets through ECA Capital’s sub-account in Lumine Fund and
almost immediately began suffering losses.
48. Nevertheless, in a May 26, 2018 email, Amah told Investor 1 and the Nephew that
he was “still projecting modest single digit returns,” and solicited additional investments by
telling them that he could achieve better returns if the MOSI-IT program received $250,000 by
the end of July 2018.
49. On June 1, 2018, Amah met privately with two prospective advisory clients (a
married couple) to solicit their investment in his MOSI-IT program.  According to an email
Amah later wrote to Investor 1 and the Nephew, Amah told the prospective advisory clients at
the meeting that MOSI-IT was achieving 5% returns.  After hearing Amah’s false and
misleading statements concerning MOSI-IT’s returns, these individuals invested $100,000 in
MOSI-IT between June and September 2018.  As before, the advisory clients wired the assets
from abroad to ECA Capital’s accounts in Pelham, New York, Amah began trading the assets
through ECA Capital’s sub-account in Lumine Fund, and he almost immediately suffered
additional losses.  One of the spouses executed a copy of the IMA described in paragraphs 38
and 39 above, which Amah signed for ECA Capital.
50. Amah knew that his May and June 2018 statements as to MOSI-IT’s returns were
materially false and misleading because on May 1, 2018 he approved account statements for the
quarter ending March 31, 2018 showing that the MOSI-IT advisory clients’ losses exceeded
97%.

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V. AMAH ENGAGED IN ADDITIONAL DECEPTIVE MISCONDUCT TO PERPETUATE HIS
FRAUDULENT SCHEME AND CONCEAL HIS MISCONDUCT
51. On June 26, 2018, Amah emailed Investor 1 and the Nephew a performance
statement he had fabricated to show the MOSI-IT program’s purportedly positive investment
performance from inception to May 31, 2018.  The statement falsely showed an investment value
of $439,751 on capital of $415,000, for a return of 5.96%.  As Amah knew or was reckless in not
knowing, the value of his MOSI-IT advisory clients’ investments were actually only $4,907 on
May 31, 2018.  Nevertheless, Amah agreed when Investor 1 proposed that the fabricated
statement be sent to Amah’s other MOSI-IT advisory clients.  The Nephew emailed the
statement to the MOSI-IT advisory clients on June 27, 2018.
52. About a year later, on July 22, 2019, the Nephew emailed the MOSI-IT advisory
clients another performance statement Amah had fabricated purporting to show his MOSI-IT
program’s performance from inception to June 30, 2019.  Although this second fake performance
statement communicated – for the first time – trading losses to Amah’s MOSI-IT advisory
clients, it minimized the true extent of the losses Amah’s trading had caused.  In particular, the
second fake performance statement represented that the MOSI-IT advisory clients’ investment
was valued at $325,794.15 (a loss of 36.74% since inception).  Amah knew or was reckless in
not knowing that this information was materially false and misleading because two months prior,
on May 22, 2019, Amah approved the account statements for the quarter ending March 31, 2019,
showing that the MOSI-IT advisory clients’ losses exceeded 99%.
53. Moreover, on July 31, 2019, just days after the second fabricated performance
statement was sent to his MOSI-IT advisory clients, Amah approved account statements showing
that their investment value as of June 30, 2019 was only $1,859.  Amah never provided his
clients with a correction.

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VI. AMAH BREACHED THE FIDUCIARY DUTIES HE OWED TO HIS MOSI-IT ADVISORY
CLIENTS BY FAVORING THE FUND OVER THEM
54. Amah breached the fiduciary duties he owed to his MOSI-IT advisory clients by
favoring the Fund over them.  Specifically, he used MOSI-IT advisory clients’ assets to pay
expenses owed by the Fund.
55. Lumine Fund’s offering documents provided that the Limited Partners would
reimburse ECA Capital for Fund expenses, a provision that was not included in the IMAs
between ECA Capital and the MOSI-IT advisory clients.  Yet, on May 30, 2017, Amah
instructed the Fund’s administrator to have ECA Capital absorb the Fund’s outstanding
expenses.  Because ECA Capital’s account was funded exclusively with MOSI-IT advisory
clients’ money, however, this meant that the MOSI-IT advisory clients were paying the Fund’s
expenses.
56. By favoring the Fund over his MOSI-IT advisory clients, Amah breached the
fiduciary duties he owed to his MOSI-IT advisory clients, including the duties of care, loyalty,
full and fair disclosure, and to act in good faith.
VII. A
MAH DEFRAUDED INVESTOR 1 AND THE NEPHEW THROUGH SPECIAL PROJECT
57. Relying in large part on the materially false and misleading statements he made
regarding his MOSI-IT investment returns, between March and May 2018, Amah solicited
$8,000 from the Nephew and $100,000 from Investor 1 for Special Project.  Amah also solicited
Investor 1 and the Nephew to invest in Special Project by projecting double-digit returns within
six months and stating that investment profits would be donated to the Mountain.  Like MOSI-
IT, Special Project was supposed to pool investor assets for Amah to invest in securities in order
to generate returns that would be split between, and later distributed to, the Mountain, Investor 1,

16
the Nephew, and Amah (in his capacity as an investor), with the latter three splitting their share
pro rata.
58. In particular, Amah induced Investor 1 and the Nephew to invest in Special Project
by falsely stating that his MOSI-IT program was achieving positive returns.  At the time he
solicited their investments, Amah had told Investor 1 and the Nephew that he was achieving “3%
- 3.5% returns” in MOSI-IT, even though he knew that he had suffered essentially a complete
loss.
59. Amah solicited an additional $50,000 from Investor 1 for Special Project in late
June 2018, a month after he falsely told Investor 1 MOSI-IT was achieving a “5% return” and
two days after distributing the first of the two fabricated MOSI-IT performance statements,
saying he needed more money to achieve the projected double-digit returns.
60. Between March and June 2018, at Amah’s instruction, Investor 1 and the Nephew
transferred their combined $158,000 in Special Project investments directly to Amah’s personal
bank account in Larchmont, New York.  From there, Amah transferred their assets into his
personal brokerage accounts in Nebraska and Connecticut and began trading their money.
61. By the end of 2018, Amah had lost almost all of Investor 1’s and the Nephew’s
investments in Special Project.  On April 20, 2019, he told them by email that Special Project
had a loss of 79.67%, even though he knew losses were almost 100% based on his regularly
accessing his brokerage accounts and the fact that one of his brokerage accounts had been closed.
He stated in the same email that he would liquidate and distribute Special Project’s assets to
investors in June 2019, but Amah never returned any money to Investor 1 or the Nephew.

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FIRST CLAIM FOR RELIEF
Violations of Section 17(a) of the Securities Act
62. The Commission realleges and incorporates by reference each and every allegation
contained in paragraphs 1 through 61.
63. Defendant Amah, directly or indirectly, knowingly, recklessly, or negligently, in
the offer or sale of securities, by use of the means or instruments of transportation or
communication in interstate commerce, or by use of the mails: (a) employed devices, schemes or
artifices to defraud; (b) obtained money or property by means of untrue statements of material
fact or omitted to state material facts necessary in order to make the statements made, in light of
the circumstances under which they were made, not misleading; or (c) engaged in transactions,
practices or courses of business which operated or would have operated as a fraud or deceit upon
purchasers of securities.
64. By reason of the foregoing, Defendant Amah directly or indirectly, violated Section
17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2), and (3)].
SECOND CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Section 17(a)(2)
65. The Commission realleges and incorporates by reference each and every allegation
contained in paragraphs 1 through 64.
66. ECA Capital, directly or indirectly, knowingly or recklessly, in the offer or sale of
securities, by use of the means or instruments of transportation or communication in interstate
commerce, or by use of the mails, obtained money or property by means of untrue statements of
material fact or omitted to state material facts necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading.  By reason of the
foregoing, ECA Capital violated Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)].

18
67. By reason of the conduct described above, Amah knowingly or recklessly provided
substantial assistance that aided and abetted ECA Capital’s violations of Sections 17(a)(2) of the
Securities Act [15 U.S.C. § 77q(a)(2)].
68. By reason of the foregoing, pursuant to Section 15(b) of the Securities Act [15
U.S.C. § 77(o)(b)], Amah is liable for those violations.
THIRD CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5
69. The Commission realleges and incorporates by reference each and every allegation
contained in paragraphs 1 through 68.
70. Defendant Amah, directly or indirectly, knowing or recklessly, by use of the means
or instrumentalities of interstate commerce, or of the mails, or of a facility of a national securities
exchange, (a) employed devices, schemes, or artifices to defraud; (b) made untrue statements of
a material fact or omitted to state a material fact, necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading; or (c) engaged
in acts, transactions, practices, or courses of business which operated or would operate as a fraud
or deceit upon persons, in connection with the purchase or sale of securities.
71. By reason of the foregoing, Defendant Amah violated Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)], and Rules 10b-5(a), (b), and (c) thereunder [17 C.F.R.
§ 240.10b-5(a), (b) and (c)].
FOURTH CLAIM FOR RELIEF
Violation of Sections 206(1) and (2) of the Advisers Act
72. The Commission realleges and incorporates by reference each and every allegation
contained in paragraphs 1 through 71.
73. Defendant Amah (a) while acting knowingly or recklessly, employed devices,
schemes, or artifices to defraud clients and prospective clients; and (b) while acting knowingly,

19
recklessly, or negligently, engaged in transactions, practices, and courses of business which
operated as a fraud or deceit upon clients and prospective clients.
74. By reason of the foregoing, Defendant Amah violated Sections 206(1) and (2) of
the Advisers Act [15 U.S.C. § 80b-6(1)-(2)].
FIFTH CLAIM FOR RELIEF
Violations of Section 206(4) and Rule 206(4)-8 of the Advisers Act
75. The Commission realleges and incorporates by reference each and every allegation
contained in paragraphs 1 through 74.
76. By engaging in the conduct described above, Defendant Amah, directly or
indirectly, knowingly or recklessly, by use of the means or instrumentalities of interstate
commerce: (1) made untrue statements of material fact or omitted to state material facts
necessary to make the statements made, in light of the circumstances under which they were
made, not misleading, to investors or prospective investors in Lumine Fund; and (2) otherwise
engaged in acts, practices or courses of business that were fraudulent, deceptive or manipulative
with respect to investors or prospective investors in Lumine Fund.
77. By reason of the foregoing, Defendant Amah violated Section 206(4) of the
Advisers Act [15 U.S.C. § 80b-6(4)], and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a final
judgment:
I.
Finding that the Defendant violated Sections 17(a)(1), (2) and (3) of the Securities Act
[15 U.S.C. §§ 77q(a)(1), (2) and (3)]; aided and abetted violations of Section 17(a)(2) of the
Securities Act [15 U.S.C. §§ 77q(a)(2)]; violated Section 10(b) of the Exchange Act [15 U.S.C. §

20
78j(b)], and Rules 10b-5(a), (b) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a), (b) and (c)]; and
violated Sections 206(1), (2) and (4) of the Advisers Act [15 U.S.C. §§ 80b-6(1), (2) and (4)],
and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8] as alleged in this Complaint;
II.
Permanently restraining and enjoining Defendant Amah from, directly or indirectly,
violating from violating Sections 17(a)(1), (2) and (3) of the Securities Act [15 U.S.C.
§§ 77q(a)(1), (2) and (3)]; Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rules
10b-5(a), (b) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a), (b) and (c)]; and Sections 206(1),
(2) and (4) of the Advisers Act [15 U.S.C. §§ 80b-6(1), (2) and (4)], and Rule 206(4)-8
thereunder [17 C.F.R. § 275.206(4)-8] as alleged in this Complaint;
III.
Ordering Defendant Amah to disgorge all ill-gotten gains and/or unjust enrichment
received directly or indirectly, with pre-judgment interest thereon, as a result of the alleged
violations, pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and
78u(d)(7)];
IV.
Ordering the Defendant to pay civil monetary penalties pursuant to Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)], Section 21(d)(3) of the Exchange Act [15 U.S.C.
§ 78u(d)(3)], and Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)]; and
                                                                                                                  V.
Granting such other and further relief as the Court may deem just and proper.

21

Date:              August       9,       2021                                          Respectfully       submitted,

/s/ Eric S. Berelovich
Eric S. Berelovich
U.S. S
ECURITIES AND EXCHANGE COMMISSION
Division of Enforcement
100 F Street, N.E.
Washington, DC 20549
(202) 551-7799
[email protected]

Of Counsel
George Bagnall
Stephan Schlegelmilch
Timothy Work
U.S. S
ECURITIES AND EXCHANGE COMMISSION
Division of Enforcement
100 F Street, N.E.
Washington, DC 20549

1 

Eric S. Berelovich 
U.S. SECURITIES AND EXCHANGE COMMISSION 
Division of Enforcement 
100 F Street, N.E. 
Washington, DC 20549 
Counsel for Plaintiff 

 
 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK  

 

U.S. SECURITIES AND EXCHANGE 
COMMISSION, 

                                           Plaintiff, 

vs. 

EVARIST C. AMAH, 
 

Defendant. 
 

 
 
 

Case No.   

Jury Trial Demanded 

 

 
COMPLAINT 

  
Plaintiff United States Securities and Exchange Commission (the “SEC”), for its 

Complaint against Defendant Evarist C. Amah (“Amah” or “Defendant”), alleges as follows: 

SUMMARY 

1. From approximately April 2016 through July 2019, Amah, a New York-based 

investment adviser, engaged in a fraudulent scheme to raise approximately $698,000 from nine 

fellow members of his religion.  In doing so, Amah repeatedly used materially false and 

misleading statements regarding his investment performance.  In particular, Amah agreed to 

serve as the investment adviser to eight of these individuals in connection with two investment 

programs designed to both generate returns for his clients and provide financial support to their 

religion.  Despite losing over 97% of his advisory clients’ assets just over five months after 

starting to trade with their money, Amah repeatedly claimed that he had achieved modest returns 

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2 

of between 3% and 5% and stated that he could increase the returns his strategy was able to 

generate if his clients invested additional assets.   

2. Amah engaged in additional deceptive conduct to perpetuate his fraudulent scheme.  

On at least two occasions, after he had lost over 97% of his clients’ assets, Amah fabricated 

performance statements falsely showing that he had achieved modest returns or minimized 

losses.  While the actual account balance for his clients was, respectively, $4,907 and $1,859, 

Amah’s fake performance statements reported that total assets were, respectively, $439,751 and 

$325,794. 

3. Amah also favored certain of his advisory clients over others in violation of the 

fiduciary duties he owed to all of his advisory clients.  Specifically, Amah invested his clients’ 

money in a hedge fund he had created previously, Lumine Fund, LP (“Lumine Fund” or “Fund”).  

Amah did not, however, treat them as equal members of the Fund.  Amah commingled their 

assets and, without disclosing to the Fund’s existing investors or its administrator what he was 

doing, deposited all of the investments in a single Fund sub-account in the name of ECA Capital 

Management, LLC (“ECA Capital”).  ECA Capital was the Fund’s managing member, and 

Amah had exclusive control of the sub-account, but the only assets in the sub-account belonged 

to his advisory clients.  Thus, when Amah paid Fund expenses from ECA Capital’s sub-account, 

he was causing certain of his advisory clients to pay the expenses of his other client, the Fund.   

4. By engaging in this conduct, Amah violated and, unless restrained and enjoined, 

will again violate Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. 

§ 77q(a)]; Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

§§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; and Sections 206(1), (2), and (4) 

of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. § 80b-6(1), (2), and (4)] and 

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Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]; and will again aid and abet violations of 

Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]. 

5. By this Complaint, the SEC seeks injunctions, civil penalties, and such other and 

further relief as the Court considers just, equitable, and proper. 

JURISDICTION AND VENUE 

6. The SEC sues under Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)], 

Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)], and Section 209(d) of the Advisers Act 

[15 U.S.C. § 80b-9(d)]. 

7. This Court has jurisdiction over this action pursuant to Sections 20 and 22 of the 

Securities Act [15 U.S.C. §§ 77t and 77v], Sections 21 and 27 of the Exchange Act [15 U.S.C. 

§§ 78u and 78aa]; and Sections 209 and 214 of the Advisers Act [15 U.S.C. §§ 80b-9 and 80b-

14].   

8. Venue is proper in the Southern District of New York pursuant to Section 22(a) of 

the Securities Act [15 U.S.C. § 77v(a)], Section 27 of the Exchange Act [15 U.S.C. § 78aa], and 

Section 214 of the Advisers Act [15 U.S.C. § 80b-14].  Certain of the transactions, acts, 

practices, and courses of business constituting the violations alleged herein occurred within the 

Southern District of New York and elsewhere, and were effected, directly or indirectly, by use of 

the means or instruments or instrumentalities of transportation or communication in interstate 

commerce, or of the mails, or the facilities of a national securities exchange.  As detailed below, 

among other things, Amah resides within this district and planned and provided the investment 

advisory services described in this Complaint from his home office in this district, including by 

using banks located in this district. 

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DEFENDANT 

9. Evarist C. Amah, age 54, was the majority owner and Chief Executive Officer of 

ECA Capital, and the only person who provided any services on its behalf.  At all relevant times, 

Amah was an “investment adviser” within the meaning of Section 202(a)(11) of the Advisers Act 

[15 U.S.C. § 80b-2(a)(11)] because he was in the business of providing investment advice to 

clients about securities in exchange for compensation, and he also owned and exclusively 

managed and controlled ECA Capital.  He resided in, and operated ECA Capital from, New 

Rochelle, New York at all relevant times.  Amah has held a Chartered Accountant license in the 

United Kingdom since 2008. 

RELATED ENTITIES 

10. ECA Capital Management LLC was a New York limited liability company that 

Amah formed in 2012 with its principal place of business in New Rochelle, New York.  At all 

relevant times, ECA Capital was an “investment adviser” within the meaning of Section 

202(a)(11) of the Advisers Act.  ECA Capital was dissolved in June 2020.  

11. Lumine Fund, LP was a Delaware limited partnership Amah formed in November 

2015 with its principal place of business in New Rochelle, New York.  Lumine Fund was a 

pooled investment vehicle within the meaning of Advisers Act Rule 206(4)-8 because it was 

engaged primarily in the business of investing, reinvesting, or trading in securities, and thus is an 

investment company, as defined in Section 3(a) of the Investment Company Act of 1940.  Amah 

and ECA Capital served as Lumine Fund’s investment advisers, and ECA Capital was its general 

partner.  The Fund was dissolved in May 2020. 

12. Mountain Support Initiative – Investment Trading (“MOSI-IT”) was offered to 

investors as a pooled investment vehicle, but in reality was an investment program Amah 

managed to benefit both his advisory clients and their shared religion.  Amah never formally 

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created MOSI-IT as a legal entity, operating it instead through ECA Capital’s sub-account in 

Lumine Fund. 

13. MOSI-IT Special Project (“Special Project”) was also offered to investors as a 

pooled investment vehicle, but in reality was a second investment program Amah managed to 

benefit both an advisory client and their shared religion.  Amah never formally created Special 

Project as a legal entity, operating it instead through his personal brokerage accounts. 

FACTS 

I. AMAH CREATED AMBIGUITY IN HIS RELATIONSHIPS WITH HIS ADVISORY CLIENTS 

14. Amah created ambiguity in his relationships with the various individuals and 

entities he advised.  In general, Amah engaged in a bait-and-switch arrangement whereby he 

offered an investment in MOSI-IT as a pooled investment vehicle, but actually sold the fellow 

members of his religion interests in Lumine Fund, albeit without their knowledge.   

15. Moreover, Amah did not treat the MOSI-IT investors like full limited partners in 

Lumine Fund; he did not provide them with Lumine Fund offering documents, have them sign 

Limited Partnership Agreements, create sub-accounts in their names, or provide them with 

quarterly account statements.  In fact, he never even disclosed to the other limited partners or the 

Fund’s administrator that the MOSI-IT investors became investors in the Fund.  Instead, Amah 

established an investment advisory relationship with each MOSI-IT investor, later memorializing 

this through each investor’s Investment Management Agreement (“IMA”) with ECA Capital, 

and managed their money through ECA Capital’s sub-account in Lumine Fund.   

16. Accordingly, as a result of Amah’s approach to organizing his advisory business, 

the MOSI-IT investors (henceforth “MOSI-IT advisory clients”) were both quasi-limited partners 

in Lumine Fund and Amah’s individual investment advisory clients, and MOSI-IT was nothing 

more than an investment program Amah managed through Lumine Fund.   

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17. Amah also failed to observe typical formalities with respect to Special Project, 

which he managed on behalf of Investor 1 and Investor 1’s nephew (“the Nephew”) using his 

personal bank and brokerage accounts.  Amah served as an investment adviser to Investor 1 in 

his individual capacity, but did not have such a relationship with the Nephew. 

II. AMAH ESTABLISHED LUMINE FUND AND SERVED AS ITS INVESTMENT ADVISER 

18. In January 2016, Amah sold limited partnership interests in Lumine Fund to two 

individuals and one entity (the “Limited Partners”), raising $265,000 from these investors.  

Several months later, Amah and his wife invested $32,000 of their own money in exchange for 

limited partnership interests held in their own names, becoming Limited Partners of the Fund. 

19. The interests Amah sold in Lumine Fund were securities because there was an 

investment of money in a common enterprise (the Fund) with a reasonable expectation of profits 

to be derived from the efforts of others (Amah’s trading in financial assets). 

20. Before they invested, Amah emailed to each of the Limited Partners the Limited 

Partnership Agreement, Subscription Documents, and Private Placement Memorandum 

(together, the “offering documents”).  The offering documents provided that ECA Capital, and 

thus Amah, would receive compensation for the investment advisory services it provided to the 

Fund.  In particular, each Limited Partner agreed to pay both a monthly management fee of 1% 

or 2% (annualized) of their account balance and a quarterly performance fee of 40% of their net 

capital appreciation.  Amah had exclusive control over the offering documents’ content.  

21. Amah selected and communicated with the Fund’s financial institutions and service 

providers, analyzed its investment options, controlled its assets with complete discretion, and 

invested them on the Fund’s behalf.  Amah also communicated with the Fund’s investors 

regarding the Fund’s performance. 

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22. Amah began trading the Fund’s $265,000 on January 19, 2016.  By April 1, 2016, 

his trading losses reduced this capital to approximately $123,000, a negative return of over 50%.  

23. At all relevant times, Amah knew the approximate value of the Fund’s total assets 

because he regularly accessed the Fund’s accounts, provided monthly brokerage and bank 

statements to the fund administrator, and/or reviewed and approved the Fund’s quarterly 

statements. 

24. Because they engaged in the business of advising others as to the value of securities 

or the advisability of investing in, purchasing, or selling securities in exchange for compensation, 

Amah and ECA Capital served as investment advisers to the Fund.  As such, they owed the Fund 

the fiduciary duties of care, loyalty, full and fair disclosure, and to act in good faith.     

III. AMAH USED MATERIALLY FALSE AND MISLEADING STATEMENTS TO SOLICIT 

INVESTMENT IN THE MOSI-IT PROGRAM 

25. Amah is a member of a religious organization called the Grail Movement.  The 

Grail Movement has its origins in Vomperberg, Austria, where adherents have established a 

settlement (“the Mountain”) that hosts festivals and other religious activities. 

26. On April 18, 2016, Amah and a fellow Grail Movement member, Investor 1, 

discussed an investment idea both to benefit the Mountain and generate returns for investors.  

The investment would be open to other Grail Movement members. 

27. In the following months, Investor 1, the Nephew, and Amah communicated by 

email and phone to plan the investment program, which they called “Mountain Support Initiative 

– Investment Trading” or “MOSI-IT”.  At the time of these communications, Amah was in New 

Rochelle, New York, Investor 1 was in Nigeria or Italy, and the Nephew was in Dutchess 

County, New York.  

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28. Amah was, however, the only one of the three individuals with training and 

professional experience in investing and accounting, and it was understood that he would serve 

as the investment adviser in connection with the investment program.  And he did so.   

29. Amah offered the MOSI-IT investment as an investment in a pooled investment 

vehicle and suggested generally, without naming Lumine Fund, that the MOSI-IT investments be 

traded through his “hedge fund.”  Amah also drafted, reviewed, and/or edited MOSI-IT’s 

offering documents and investor communications, designed the investment structure and other 

key details of the MOSI-IT offering, designed and implemented its investment strategy, prepared 

performance updates for investors, and had discretionary control over the investment assets.   

30. Amah did not, however, formally establish MOSI-IT as a legal entity.  Instead, as 

explained below, Amah pooled his MOSI-IT advisory clients’ assets and deposited them into, 

and managed them through, ECA Capital’s sub-account in Lumine Fund.  Approximately two 

months after doing so, Amah signed investment management agreements (“IMAs”) on ECA 

Capital’s behalf with each MOSI-IT advisory client stating that the “amount deposited shall be 

transferred to Lumine Fund and actively traded by the manager.”  In essence, because MOSI-IT 

did not exist in any legal sense, Amah actually sold to his MOSI-IT advisory clients interests in 

Lumine Fund, which are securities for the reasons described above.  And in doing so, Amah and 

ECA Capital simultaneously served as investment advisers to the MOSI-IT advisory clients in 

their individual capacities and to the pooled investment vehicle, either MOSI-IT or Lumine Fund 

or some combination of the two.  As such, in addition to owing the pooled investment vehicle 

fiduciary duties, Amah and ECA Capital also owed each of the MOSI-IT advisory clients the 

fiduciary duties of care, loyalty, full and fair disclosure, and to act in good faith.     

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31. More specifically, in a May 3, 2016 email, Amah suggested to Investor 1 and the 

Nephew that MOSI-IT investments be traded through his “hedge fund,” suggested a $1 million 

initial investment, and projected “a first year return in excess of 100%” and annual returns of 

about $1 million for the Mountain by the third year.  Amah omitted from his predictions the 

extent of the losses he had already incurred through his trading for his hedge fund – Lumine 

Fund – which at that point were over 50% of the invested principal. 

32. Through these statements and omissions, Amah sought to convince Investor 1 and 

the Nephew to invest in his MOSI-IT program and to solicit others to do so as well.  Having 

already lost over 50% of the Fund’s assets and omitting this material fact, Amah knew or was 

reckless in not knowing that his projections of MOSI-IT’s future returns were materially false 

and misleading.     

33. From May 17 to July 28, 2016, Amah helped prepare MOSI-IT’s offering 

documents – including a question and answer document (“Q&A Document”) – with Investor 1 

and the Nephew via email and telephone.  Amah had ultimate authority over the Q&A 

Document’s contents, which set out the key terms of the MOSI-IT investment.  At a high level, 

the plan was for Amah to generate trading profits over three years, and at the end of each year, 

part of the profits would be donated to the Mountain, part would be reinvested, and part would 

be distributed to Amah’s MOSI-IT advisory clients.   

34. On or about July 28, 2016, Investor 1 emailed twenty Grail Movement members 

the Q&A Document, a cover letter, and a spreadsheet that Amah had created projecting MOSI-IT 

profits, soliciting their investment in MOSI-IT.  The Q&A Document provided that “fees and 

administrative costs” would be deducted from profits, but did not quantify the fees or costs.       

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35. None of the materials in Investor 1’s email specifically disclosed that all MOSI-IT 

advisory clients’ assets would be invested in Lumine Fund or that, by July 1, 2016, Lumine Fund 

had lost over 50% of its asset value since inception.  Nevertheless, Amah’s spreadsheet projected 

a monthly return of 8%, annual returns over 75%, and total annual returns over 65% across three 

years.  Amah’s spreadsheet also projected that MOSI-IT would donate approximately $1.5 

million to the Mountain over three years.  Amah knew, or was reckless in not knowing, that both 

his statements regarding the MOSI-IT projections and his omissions regarding Lumine Fund’s 

negative returns were materially false and misleading.   

36. Initially, five Grail Movement members, including Investor 1, invested a total of 

$300,000 in MOSI-IT.  The investors, who were residents of Nigeria and/or Italy, wired assets 

from their bank accounts (most of them also in Nigeria or Italy) to ECA Capital’s bank account 

in Pelham, New York.  Amah then transferred the assets to Lumine Fund’s accounts in New 

York and Nebraska.  Amah never told the Fund’s Limited Partners, administrator, or auditor 

about MOSI-IT or his new advisory clients.  Instead, he made it appear as though the MOSI-IT 

assets were a capital contribution from the Fund’s general partner, ECA Capital. 

37. On or about October 25, 2016, Amah began trading $270,000 of the MOSI-IT 

advisory clients’ assets, having retained $30,000 for expenses.   

38. On or about December 3, 2016, over a month after Amah had begun trading MOSI-

IT program assets, the Nephew emailed the five MOSI-IT advisory clients ECA Capital IMAs he 

had received from Amah.  Ultimately, each of the MOSI-IT advisory clients signed a copy of the 

IMA, and Amah countersigned each IMA on behalf of ECA Capital. 

39. Amah had ultimate authority and control over the IMA’s contents, and the signed 

IMAs demonstrate that Amah and ECA Capital formed an investment advisory relationship with 

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each individual MOSI-IT client, making clear that the relationship was fiduciary.  In particular, 

Section 3 of the IMA gave ECA Capital, and thus Amah, power of attorney to act on each 

client’s behalf while Section 4 described that the adviser would provide a “diversified/multi-

strategy approach” and outlined the specific types of trading that would be used to effectuate that 

strategy.  In short, through the IMAs, Amah was memorializing what he had already established 

through his conduct: that he and ECA Capital were serving as investment advisers to each of the 

MOSI-IT advisory clients in their individual capacities. 

40. By December 31, 2016, Amah’s trading had reduced the $300,000 initial MOSI-IT 

investment to $81,939.54, a loss of almost 73%. 

IV. AMAH USED MATERIALLY FALSE AND MISLEADING STATEMENTS TO SOLICIT 

ADDITIONAL MOSI-IT INVESTMENTS AND TO CONCEAL HIS LOSSES  

41. Despite Amah’s knowledge of Lumine Fund’s, and thus his MOSI-IT program’s, 

significant losses, Amah repeatedly used materially false and misleading statements and 

omissions about the investment returns to solicit – directly and through Investor 1 – additional 

investments.  In general, Amah reported to existing and prospective advisory clients that his 

MOSI-IT program was modestly profitable and solicited additional investments, claiming that he 

could generate greater returns if he received more investment capital. 

42. Amah knew at all relevant times, however, that his trading was not profitable 

because he regularly accessed Lumine Fund’s brokerage accounts electronically in connection 

with his trading activities and saw the Fund’s low balances.  Moreover, from 2017 to 2020, after 

hiring a new fund administrator, Amah regularly provided the fund administrator with the Funds’ 

bank and brokerage account statements so the fund administrator could prepare quarterly account 

statements.  The Fund’s administrator regularly provided Amah with these quarterly account 

statements so that Amah could approve them.  All of the account statements Amah approved 

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showed significant net losses, including the statements for ECA Capital’s Lumine Fund sub-

account where the MOSI-IT advisory clients’ assets were held.  Amah, however, did not provide 

the quarterly account statements to his MOSI-IT advisory clients.  Instead, he repeatedly told 

them that he was achieving modest returns while soliciting additional investments.  

43. For example, on April 6, 2017, Amah wrote to Investor 1, suggesting that MOSI-IT 

was achieving a “mere 3% to 3.5% return,” and that more investment capital was needed to 

“achiev[e] a high double or triple digit return.”  When Investor 1 requested more information, 

Amah wrote that he had “alluded to a mere 3% to 3.5% annual return” because “the way the 

investment has been structured” prevented him from providing “the actual return.” 

44. Amah knew that his statements about his MOSI-IT program’s returns and his 

inability to provide its “actual return” were materially false and misleading because about a week 

prior, on March 28, 2017, he had approved January and February 2017 account statements for 

the Fund’s administrator showing his MOSI-IT advisory clients’ losses were in excess of 94%. 

45. Amah, Investor 1, and the Nephew collaborated by email to draft a letter on ECA 

Capital’s letterhead, which Investor 1 emailed to the rest of Amah’s MOSI-IT advisory clients on 

May 15, 2017.  It stated that “at best, we are achieving a modest return of 3-3.5%” and expressed 

a need for more investment.   

46. At the time of the letter’s drafting, Amah knew that his MOSI-IT program was 

achieving negative returns because a few weeks prior, on April 26, 2017, Amah approved the 

account statements for the quarter ending March 31, 2017 showing MOSI-IT advisory clients’ 

losses of more than 99%. 

47. From June to December 2017, after receiving Amah’s materially false and 

misleading solicitations, existing MOSI-IT advisory clients (including Investor 1) and a new 

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advisory client invested another $140,000.  As before, the advisory clients wired the assets from 

bank accounts abroad to ECA Capital’s bank account in Pelham, New York, and Amah then 

transferred them to Lumine Fund’s accounts in New York and Nebraska.  Also as before, Amah 

invested the new MOSI-IT assets through ECA Capital’s sub-account in Lumine Fund and 

almost immediately began suffering losses. 

48. Nevertheless, in a May 26, 2018 email, Amah told Investor 1 and the Nephew that 

he was “still projecting modest single digit returns,” and solicited additional investments by 

telling them that he could achieve better returns if the MOSI-IT program received $250,000 by 

the end of July 2018. 

49. On June 1, 2018, Amah met privately with two prospective advisory clients (a 

married couple) to solicit their investment in his MOSI-IT program.  According to an email 

Amah later wrote to Investor 1 and the Nephew, Amah told the prospective advisory clients at 

the meeting that MOSI-IT was achieving 5% returns.  After hearing Amah’s false and 

misleading statements concerning MOSI-IT’s returns, these individuals invested $100,000 in 

MOSI-IT between June and September 2018.  As before, the advisory clients wired the assets 

from abroad to ECA Capital’s accounts in Pelham, New York, Amah began trading the assets 

through ECA Capital’s sub-account in Lumine Fund, and he almost immediately suffered 

additional losses.  One of the spouses executed a copy of the IMA described in paragraphs 38 

and 39 above, which Amah signed for ECA Capital.  

50. Amah knew that his May and June 2018 statements as to MOSI-IT’s returns were 

materially false and misleading because on May 1, 2018 he approved account statements for the 

quarter ending March 31, 2018 showing that the MOSI-IT advisory clients’ losses exceeded 

97%. 

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V. AMAH ENGAGED IN ADDITIONAL DECEPTIVE MISCONDUCT TO PERPETUATE HIS 

FRAUDULENT SCHEME AND CONCEAL HIS MISCONDUCT 

51. On June 26, 2018, Amah emailed Investor 1 and the Nephew a performance 

statement he had fabricated to show the MOSI-IT program’s purportedly positive investment 

performance from inception to May 31, 2018.  The statement falsely showed an investment value 

of $439,751 on capital of $415,000, for a return of 5.96%.  As Amah knew or was reckless in not 

knowing, the value of his MOSI-IT advisory clients’ investments were actually only $4,907 on 

May 31, 2018.  Nevertheless, Amah agreed when Investor 1 proposed that the fabricated 

statement be sent to Amah’s other MOSI-IT advisory clients.  The Nephew emailed the 

statement to the MOSI-IT advisory clients on June 27, 2018.   

52. About a year later, on July 22, 2019, the Nephew emailed the MOSI-IT advisory 

clients another performance statement Amah had fabricated purporting to show his MOSI-IT 

program’s performance from inception to June 30, 2019.  Although this second fake performance 

statement communicated – for the first time – trading losses to Amah’s MOSI-IT advisory 

clients, it minimized the true extent of the losses Amah’s trading had caused.  In particular, the 

second fake performance statement represented that the MOSI-IT advisory clients’ investment 

was valued at $325,794.15 (a loss of 36.74% since inception).  Amah knew or was reckless in 

not knowing that this information was materially false and misleading because two months prior, 

on May 22, 2019, Amah approved the account statements for the quarter ending March 31, 2019, 

showing that the MOSI-IT advisory clients’ losses exceeded 99%.   

53. Moreover, on July 31, 2019, just days after the second fabricated performance 

statement was sent to his MOSI-IT advisory clients, Amah approved account statements showing 

that their investment value as of June 30, 2019 was only $1,859.  Amah never provided his 

clients with a correction. 

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VI. AMAH BREACHED THE FIDUCIARY DUTIES HE OWED TO HIS MOSI-IT ADVISORY 

CLIENTS BY FAVORING THE FUND OVER THEM  

54. Amah breached the fiduciary duties he owed to his MOSI-IT advisory clients by 

favoring the Fund over them.  Specifically, he used MOSI-IT advisory clients’ assets to pay 

expenses owed by the Fund. 

55. Lumine Fund’s offering documents provided that the Limited Partners would 

reimburse ECA Capital for Fund expenses, a provision that was not included in the IMAs 

between ECA Capital and the MOSI-IT advisory clients.  Yet, on May 30, 2017, Amah 

instructed the Fund’s administrator to have ECA Capital absorb the Fund’s outstanding 

expenses.  Because ECA Capital’s account was funded exclusively with MOSI-IT advisory 

clients’ money, however, this meant that the MOSI-IT advisory clients were paying the Fund’s 

expenses.  

56. By favoring the Fund over his MOSI-IT advisory clients, Amah breached the 

fiduciary duties he owed to his MOSI-IT advisory clients, including the duties of care, loyalty, 

full and fair disclosure, and to act in good faith.  

VII. AMAH DEFRAUDED INVESTOR 1 AND THE NEPHEW THROUGH SPECIAL PROJECT 

57. Relying in large part on the materially false and misleading statements he made 

regarding his MOSI-IT investment returns, between March and May 2018, Amah solicited 

$8,000 from the Nephew and $100,000 from Investor 1 for Special Project.  Amah also solicited 

Investor 1 and the Nephew to invest in Special Project by projecting double-digit returns within 

six months and stating that investment profits would be donated to the Mountain.  Like MOSI-

IT, Special Project was supposed to pool investor assets for Amah to invest in securities in order 

to generate returns that would be split between, and later distributed to, the Mountain, Investor 1, 

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the Nephew, and Amah (in his capacity as an investor), with the latter three splitting their share 

pro rata.   

58. In particular, Amah induced Investor 1 and the Nephew to invest in Special Project 

by falsely stating that his MOSI-IT program was achieving positive returns.  At the time he 

solicited their investments, Amah had told Investor 1 and the Nephew that he was achieving “3% 

- 3.5% returns” in MOSI-IT, even though he knew that he had suffered essentially a complete 

loss.   

59. Amah solicited an additional $50,000 from Investor 1 for Special Project in late 

June 2018, a month after he falsely told Investor 1 MOSI-IT was achieving a “5% return” and 

two days after distributing the first of the two fabricated MOSI-IT performance statements, 

saying he needed more money to achieve the projected double-digit returns.   

60. Between March and June 2018, at Amah’s instruction, Investor 1 and the Nephew 

transferred their combined $158,000 in Special Project investments directly to Amah’s personal 

bank account in Larchmont, New York.  From there, Amah transferred their assets into his 

personal brokerage accounts in Nebraska and Connecticut and began trading their money. 

61. By the end of 2018, Amah had lost almost all of Investor 1’s and the Nephew’s 

investments in Special Project.  On April 20, 2019, he told them by email that Special Project 

had a loss of 79.67%, even though he knew losses were almost 100% based on his regularly 

accessing his brokerage accounts and the fact that one of his brokerage accounts had been closed.  

He stated in the same email that he would liquidate and distribute Special Project’s assets to 

investors in June 2019, but Amah never returned any money to Investor 1 or the Nephew. 

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FIRST CLAIM FOR RELIEF 
Violations of Section 17(a) of the Securities Act 

62. The Commission realleges and incorporates by reference each and every allegation 

contained in paragraphs 1 through 61. 

63. Defendant Amah, directly or indirectly, knowingly, recklessly, or negligently, in 

the offer or sale of securities, by use of the means or instruments of transportation or 

communication in interstate commerce, or by use of the mails: (a) employed devices, schemes or 

artifices to defraud; (b) obtained money or property by means of untrue statements of material 

fact or omitted to state material facts necessary in order to make the statements made, in light of 

the circumstances under which they were made, not misleading; or (c) engaged in transactions, 

practices or courses of business which operated or would have operated as a fraud or deceit upon 

purchasers of securities. 

64. By reason of the foregoing, Defendant Amah directly or indirectly, violated Section 

17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2), and (3)]. 

SECOND CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Section 17(a)(2) 

65. The Commission realleges and incorporates by reference each and every allegation 

contained in paragraphs 1 through 64. 

66. ECA Capital, directly or indirectly, knowingly or recklessly, in the offer or sale of 

securities, by use of the means or instruments of transportation or communication in interstate 

commerce, or by use of the mails, obtained money or property by means of untrue statements of 

material fact or omitted to state material facts necessary in order to make the statements made, in 

light of the circumstances under which they were made, not misleading.  By reason of the 

foregoing, ECA Capital violated Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]. 

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67. By reason of the conduct described above, Amah knowingly or recklessly provided 

substantial assistance that aided and abetted ECA Capital’s violations of Sections 17(a)(2) of the 

Securities Act [15 U.S.C. § 77q(a)(2)].  

68. By reason of the foregoing, pursuant to Section 15(b) of the Securities Act [15 

U.S.C. § 77(o)(b)], Amah is liable for those violations.  

THIRD CLAIM FOR RELIEF 
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 

69. The Commission realleges and incorporates by reference each and every allegation 

contained in paragraphs 1 through 68. 

70. Defendant Amah, directly or indirectly, knowing or recklessly, by use of the means 

or instrumentalities of interstate commerce, or of the mails, or of a facility of a national securities 

exchange, (a) employed devices, schemes, or artifices to defraud; (b) made untrue statements of 

a material fact or omitted to state a material fact, necessary in order to make the statements 

made, in light of the circumstances under which they were made, not misleading; or (c) engaged 

in acts, transactions, practices, or courses of business which operated or would operate as a fraud 

or deceit upon persons, in connection with the purchase or sale of securities. 

71. By reason of the foregoing, Defendant Amah violated Section 10(b) of the 

Exchange Act [15 U.S.C. § 78j(b)], and Rules 10b-5(a), (b), and (c) thereunder [17 C.F.R. 

§ 240.10b-5(a), (b) and (c)]. 

FOURTH CLAIM FOR RELIEF 
Violation of Sections 206(1) and (2) of the Advisers Act 

72. The Commission realleges and incorporates by reference each and every allegation 

contained in paragraphs 1 through 71. 

73. Defendant Amah (a) while acting knowingly or recklessly, employed devices, 

schemes, or artifices to defraud clients and prospective clients; and (b) while acting knowingly, 

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recklessly, or negligently, engaged in transactions, practices, and courses of business which 

operated as a fraud or deceit upon clients and prospective clients. 

74. By reason of the foregoing, Defendant Amah violated Sections 206(1) and (2) of 

the Advisers Act [15 U.S.C. § 80b-6(1)-(2)]. 

FIFTH CLAIM FOR RELIEF 
Violations of Section 206(4) and Rule 206(4)-8 of the Advisers Act 

75. The Commission realleges and incorporates by reference each and every allegation 

contained in paragraphs 1 through 74. 

76. By engaging in the conduct described above, Defendant Amah, directly or 

indirectly, knowingly or recklessly, by use of the means or instrumentalities of interstate 

commerce: (1) made untrue statements of material fact or omitted to state material facts 

necessary to make the statements made, in light of the circumstances under which they were 

made, not misleading, to investors or prospective investors in Lumine Fund; and (2) otherwise 

engaged in acts, practices or courses of business that were fraudulent, deceptive or manipulative 

with respect to investors or prospective investors in Lumine Fund. 

77. By reason of the foregoing, Defendant Amah violated Section 206(4) of the 

Advisers Act [15 U.S.C. § 80b-6(4)], and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court enter a final 

judgment: 

I. 

Finding that the Defendant violated Sections 17(a)(1), (2) and (3) of the Securities Act 

[15 U.S.C. §§ 77q(a)(1), (2) and (3)]; aided and abetted violations of Section 17(a)(2) of the 

Securities Act [15 U.S.C. §§ 77q(a)(2)]; violated Section 10(b) of the Exchange Act [15 U.S.C. § 

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78j(b)], and Rules 10b-5(a), (b) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a), (b) and (c)]; and 

violated Sections 206(1), (2) and (4) of the Advisers Act [15 U.S.C. §§ 80b-6(1), (2) and (4)], 

and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8] as alleged in this Complaint; 

II. 

Permanently restraining and enjoining Defendant Amah from, directly or indirectly, 

violating from violating Sections 17(a)(1), (2) and (3) of the Securities Act [15 U.S.C. 

§§ 77q(a)(1), (2) and (3)]; Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rules 

10b-5(a), (b) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a), (b) and (c)]; and Sections 206(1), 

(2) and (4) of the Advisers Act [15 U.S.C. §§ 80b-6(1), (2) and (4)], and Rule 206(4)-8 

thereunder [17 C.F.R. § 275.206(4)-8] as alleged in this Complaint; 

III. 

Ordering Defendant Amah to disgorge all ill-gotten gains and/or unjust enrichment 

received directly or indirectly, with pre-judgment interest thereon, as a result of the alleged 

violations, pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 

78u(d)(7)]; 

IV. 

Ordering the Defendant to pay civil monetary penalties pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)], Section 21(d)(3) of the Exchange Act [15 U.S.C. 

§ 78u(d)(3)], and Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)]; and 

  V. 

Granting such other and further relief as the Court may deem just and proper. 

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Date:  August 9, 2021      Respectfully submitted, 
   
 
/s/ Eric S. Berelovich             
Eric S. Berelovich 
U.S. SECURITIES AND EXCHANGE COMMISSION 
Division of Enforcement 
100 F Street, N.E. 
Washington, DC 20549 
(202) 551-7799 
[email protected] 
 

Of Counsel 
George Bagnall 
Stephan Schlegelmilch 
Timothy Work  
U.S. SECURITIES AND EXCHANGE COMMISSION 
Division of Enforcement 
100 F Street, N.E. 
Washington, DC 20549 

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