SEC v. Abraaj Investment Management Limited; and Arif Naqvi, No. 1:19-cv-03244, Southern District of New York (Apr. 11, 2019) — Complaint

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                       Plaintiff,

                  v.

ABRAAJ INVESTMENT
MANAGEMENT LIMITED, and ARIF
NAQVI,

                                      Defendants.

No. 19-cv-3244-AJN

AMENDED COMPLAINT

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (the “Commission”), for its Amended

Complaint against Abraaj Investment Management Limited (“AIML”) and Arif Naqvi (“Naqvi”)

(collectively “Defendants”), alleges as follows:

SUMMARY OF ALLEGATIONS

1. AIML, an investment adviser operating in Dubai, United Arab Emirates (“UAE”),

and its founder, Naqvi, defrauded two private funds they advised – Abraaj Private Equity Fund

IV (“APEF IV”) and the Abraaj Growth Markets Health Fund (“Abraaj Health Fund”)

(collectively “the Funds”) – and their United States-based limited partners-investors, by

misappropriating over $400 million of the Funds’ money from at least June 2015 until at least

June 2018 (“Relevant Period”).  While AIML and Naqvi falsely reported to APEF IV, the Abraaj

Health Fund, and their United States-based limited partners-investors that their money would be

invested in the securities of portfolio companies over a range of industries in emerging markets,

AIML and Naqvi misappropriated the money to cover cash shortfalls and remediate insolvency

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at AIML and its parent company, Abraaj Holdings, a separate entity that Naqvi largely owned

and controlled.

2. During the Relevant Period, AIML sent drawdown notices totaling hundreds of

millions of dollars to, among others, the Funds’ United States-based limited partners-investors

that identified specific investments that AIML was going to make on behalf of the Funds.  In

response to the notices, the United States-based limited partners-investors of APEF IV and the

Abraaj Health Fund transferred cash to foreign bank accounts in the name of entities owned and

controlled by the Funds.

3. Under Naqvi’s observation, supervision, direction, and authorization, AIML

transferred these cash deposits to the accounts of AIML and Abraaj Holdings and commingled

the cash from both Funds with cash from other Abraaj Group funds, AIML, and Abraaj

Holdings.  Under Naqvi’s observation, supervision, direction, and authorization, AIML then used

these accounts, and the large pool of cash they held, as a central treasury to make some

investments for the funds, but frequently to pay the expenses of AIML and Abraaj Holdings to

keep those entities from collapsing.  AIML also transferred large sums of money from its

accounts to Naqvi and entities that he controlled for his personal use in excess of compensation

to which he was entitled.

4. Similarly during the Relevant Period, under Naqvi’s observation, supervision,

direction, and authorization, AIML sold the security interests of certain portfolio companies of

APEF IV, but delayed payment to the fund’s United States-based limited partners-investors so it

could use the proceeds of these sales to cover the mounting expenses at AIML and Abraaj

Holdings, keeping them solvent at the expense of the Funds and their limited partners-investors.

Naqvi also improperly used these misappropriated funds for his personal use.

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5.   AIML and Naqvi, assisted by other Abraaj Group executives acting at Naqvi’s

direction, concealed the misappropriation from APEF IV, the Abraaj Health Fund, and United

States-based limited partners-investors.  Naqvi and others designed, approved, and falsified fund

financial statements and, among other things, used short-term loans to increase cash balances for

year-end accounting purposes to hide the massive, ongoing misappropriation they were running

to keep AIML and Abraaj Holdings solvent.

6. Finally, Naqvi and other AIML employees working under Naqvi’s observation,

supervision, authorization, and direction, made materially misleading statements to APEF IV, the

Abraaj Health Fund, and United States-based limited partners-investors about the use of the

Funds’ money to cover up their misappropriations of hundreds of millions of dollars that

belonged to the Funds and their limited partners-investors.

7. Defendants’ misappropriations, materially false statements, omissions, and related

deceptive acts violated the anti-fraud provisions of the Investment Advisers Act of 1940

(“Advisers Act”), 15 U.S.C. §§ 80b-1-21, and Rule 206(4)-8(b), 17 C.F.R. § 275.206(4)-8(b).

The Commission respectfully requests, among other things, that the Court enjoin Defendants

from committing further violations of the Federal securities laws alleged in this Amended

Complaint, and order Defendants to pay disgorgement, plus prejudgment interest, and a

monetary penalty based upon these violations.

JURISDICTION AND VENUE

8. The Court possesses jurisdiction over this action pursuant to Sections 209(d)-(e),

and 214(b) of the Advisers Act, 15 U.S.C. §§ 80b-9(d)-(e), & 80b-14(b).

9. Venue lies in this District pursuant to Section 214 of the Advisers Act, 15 U.S.C.

§ 80b-14, because certain of the acts and transactions constituting the violations alleged herein

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occurred within the Southern District of New York and because Defendants transacted business

in this District.  Among other things, the Investor Relations Office that supported AIML, APEF

IV, and the Abraaj Health Fund activities in the United States was located in this District, as well

as at least five limited partners-investors.

10. In connection with the unlawful conduct alleged in this Amended Complaint,

Defendants solicited and sold limited partnership interests in APEF IV and the Abraaj Health

Fund to United States investors with whom Defendants maintained regular communication by

providing, for example, false or materially misleading audited financial statements and Quarterly

Reports.  United States investors were limited partners in the Funds.  These United States-based

limited partners-investors transmitted capital contributions to foreign bank accounts of APEF IV

and the Abraaj Health Fund from bank accounts they had in the United States and/or through

correspondent banks in the United States, including banks in this District.  For the Abraaj Health

Fund, United States-based limited partners-investors were members of the Limited Partner

Advisory Committee (“LPAC”) and attended committee meetings during the Relevant Period,

including at least one LPAC meeting that occurred in this District.  Defendants’ unlawful

conduct had a foreseeable substantial effect within the United States because the deceptive acts

involved substantial sums of money contributed by United States-based limited partners-

investors, and Defendants transmitted misleading information to limited partners-investors in the

United States.  Further, Defendants made use of the means or instrumentalities of interstate

commerce, and made use of the means or instruments of transportation or communication in

interstate commerce, and of the mails.

11. Naqvi and others at AIML working at Naqvi’s observation, supervision,

authorization, and direction, frequently solicited and sold limited partnership interests to APEF

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IV, the Abraaj Health Fund, and other Abraaj Group private funds to numerous investors located

in the United States, including in this District.

12. For example, in or around June 2014, AIML sold a portion of Abraaj Holdings’

limited partnership interests in APEF IV to a United States investor who was represented by an

advisory firm located in this District (“U.S. Advisory Firm”).  The U.S. Advisory Firm signed

the transactional documents for this limited partner interest in this District.

13. A United States governmental entity committed an additional $150 million debt

investment (“U.S. Governmental Entity”) to the Abraaj Health Fund in August 2017.  The

Finance Agreement between the U.S. Governmental Entity and the Abraaj Health Fund General

Partner was governed by the laws of New York. It further provided the U.S. Governmental

Entity with the right to enforce the Finance Agreement in, among other United States

jurisdictions, any state or Federal court in New York, and the Abraaj Health Fund General

Partner and AIML agreed to waive any defenses to venue and to consent to jurisdiction of those

courts.  The Finance Agreement also required Abraaj Health Fund General Partner and AIML to

designate an agent for service of process in New York, among other United States jurisdictions.

14. In addition, Naqvi attended several meetings in this District to discuss the Abraaj

Group’s investment activities and to meet with investors.  Naqvi and the Abraaj Group hosted

many of these meetings.  For example, in December 2016, the Abraaj Group held an “Abraaj

Growth Markets Forum” in this District, in which Naqvi and other AIML employees attended

and discussed emerging markets opportunities.  Numerous United States investors attended,

including one limited partner-investor in APEF IV.  In addition, in September 2017, the Abraaj

Group hosted a “Scaling Impact Investing” forum in this District in which Naqvi participated.

During that forum, the Abraaj Group signed a memorandum of understanding with an

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international charitable federation with an office in this District (“Charitable Federation”) that

established a partnership between the Abraaj Health Fund and the Charitable Federation to

provide health care-related education and to establish methods for increased patient access to

hospitals owned by the Abraaj Health Fund.  AIML advertised this partnership in its Quarterly

Reports that it sent to its limited partners-investors in the Abraaj Health Fund.

15. In 2017 and 2018, Naqvi and AIML also held numerous due diligence meetings

with potential U.S. investors in this District to pitch its latest private fund, called the Abraaj

Private Equity Fund VI (“APEF VI”), and they received commitments from numerous United

States-based investors, including investors located in this District.

16. Naqvi also made numerous telephone calls and sent emails to United States

investors, including those in this District, in furtherance of Naqvi’s and AIML’s investment

adviser activities.  In April 2017, for example, Naqvi exchanged emails with the representative

of a large financial services firm located in this District (“U.S. Financial Services Firm”)

concerning their work together on APEF VI, and Naqvi stated, “thank you so much for all your

support as well, and the partnership you have shown.  We value our relationship, and I will make

sure the whole Firm is there to support your team’s efforts; let[‘]s have a massive success!”

DEFENDANTS

17. AIML, an exempt reporting investment adviser with the Commission, is a UAE-

based and Cayman Islands-incorporated exempted, limited liability company, and wholly owned

subsidiary of Abraaj Holdings.  During the Relevant Period, AIML was the Investment Adviser

and Manager to, among other private funds, APEF IV and the Abraaj Health Fund.  Until at least

April 2018, Naqvi was a member of its Board of Directors.  During the Relevant Period, AIML

received substantial compensation for its investment adviser services to APEF IV and the Abraaj

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Health Fund.  AIML voluntarily declared bankruptcy and entered liquidation proceedings in or

around June 2018, in the Grand Court of the Cayman Islands.

18. Naqvi, age 59, is a Pakistani national.  He is the founder and largest owner of

Abraaj Holdings, which is the sole owner of AIML.  Naqvi headed, ran, and operated Abraaj

Holdings, AIML, APEF IV, and the Abraaj Health Fund.  During the Relevant Period, he was an

investment adviser to, among other funds, APEF IV and the Abraaj Health Fund.  During the

Relevant Period, Naqvi received substantial compensation for his investment adviser services to

APEF IV and the Abraaj Health Fund.

RELEVANT ENTITIES

19. Abraaj Group was the informal name for a large group of related entities

consisting of private funds, their general partners, investment advisers, and other entities that

Naqvi founded in 2002, and included Abraaj Holdings and AIML.  As of 2018, the Abraaj Group

reportedly managed over $13 billion in numerous funds that were typically structured as limited

partnerships.

20. Abraaj Holdings is a UAE-based, Cayman Islands-incorporated exempted

limited liability company that Naqvi founded in 2002.  Naqvi was its largest owner, CEO, and a

member of its Board of Directors.  Furthermore, Abraaj Holdings’ Memorandum and Articles of

Association provided that Naqvi had “full power and authority in operating [Abraaj Holdings]

and shall have full authority to take all day-to-day decisions for the running and operation of

[Abraaj Holdings].”  Abraaj Holdings served as the Abraaj Group’s top-level holding company

and owned numerous entities, including AIML, other investment adviser entities, and certain

private funds’ general partners.  Abraaj Holdings also held limited partnership interests in Abraaj

Group-managed funds, and portions of some of the funds’ investment portfolio companies.

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Abraaj Holdings voluntarily declared bankruptcy and entered liquidation proceedings in or

around June 2018, in the Grand Court of the Cayman Islands.

21. APEF IV is a private fund formed in 2008 as an exempt limited partnership in the

Cayman Islands under the name Abraaj Buyout Fund IV, which was changed to APEF IV in

2012.  The fund was organized to invest in the securities of portfolio companies across a variety

of industries primarily in the Middle East, North Africa, and South Asia, also known as the

MENASA region.  APEF IV’s first investor closing date was on October 1, 2008, with a total

commitment of $1.59 billion from investors who became limited partners of the fund.  By

September 2015, APEF IV had at least four United States investors who had become limited

partners of the fund, including one investment management company based in this District.

APEF IV also added additional United States investors as limited partners in 2016.  AIML

owned and controlled the fund’s general partner (“APEF IV General Partner”).  AIML and

Naqvi served as the fund’s investment advisers during the Relevant Period.

22. Abraaj Health Fund is a private fund formed in 2015 as an exempt limited

partnership in the Cayman Islands.  The fund was organized to invest in businesses operating in

the healthcare and related sectors in emerging markets  The Abraaj Health Fund’s first investor

closing date was on September 30, 2015, and its final close was on July 31, 2016, with a total

commitment of $850 million from investors who became limited partners in the fund.  The

Abraaj Health Fund’s largest investor was based in this District, and other United States-based

investors were among the limited partners, including a large charitable foundation (“U.S.

Charitable Foundation”) and several other charitable organizations.  On August 18, 2017, the

U.S. Governmental Entity committed an additional $150 million debt investment through a

Finance Agreement.  AIML owned and controlled the fund’s general partner (“Abraaj Health

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Fund General Partner”).  AIML and Naqvi served as the Abraaj Health Fund’s investment

advisers during the Relevant Period.  In Form D filings with the Commission, the Abraaj Health

Fund claimed it was exempted from registration with the Commission because it was a pooled

investment vehicle excluded from the definition of an “investment company” in the Investment

Company Act of 1940, 15 U.S.C. §§ 80a-1-64, pursuant to Sections 3(c)(1) and 3(c)(7) of the

Act, 15 U.S.C. § 80a-3(c)(1) & (7).

FACTUAL ALLEGATIONS

I. AIML And Naqvi Were Investment Advisers Who Owed Fiduciary Duties To APEF
IV And The Abraaj Health Fund

23. APEF IV and the Abraaj Health Fund were primarily engaged in, and held

themselves out as being primarily engaged in, and proposed to engage themselves primarily in

the business of investing, reinvesting, and/or trading in securities.

24. According to the APEF IV private placement memorandum (“APEF IV PPM”),

APEF IV would “make investments in buy-outs, growth capital opportunities, greenfield projects

and privatisations,” and it expected to structure investments “through various means, including

but not limited to the acquisition, sale and disposal of shares, debentures, warrants and other

securities or interests.”  Similarly, the APEF IV limited partnership deed (“APEF IV LPD”)

stated that APEF IV investments “will be in the nature of buy-outs (whether or not such buyouts

result in a controlling interest), growth capital opportunities, greenfield projects and

privatisations.  Investments may be made in the securities of listed companies where a strategic

minority stake is being acquired.”

25. APEF IV had an investment period of eight years from the first closing date,

subject to early termination and extensions under certain circumstances.  Upon termination, the

fund’s assets were to be realized and distributed in accordance with the APEF IV LPD.

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26. According to the Abraaj Heath Fund private placement memorandum (“Abraaj

Health Fund PPM”), the fund would “make a combination of control and minority investments in

a mix of existing and new businesses in healthcare and related sectors.”  Similarly, the Abraaj

Health Fund limited partnership agreement (“HFLPA”) stated that the “purpose of [the Abraaj

Health Fund] is to carry on the business of an investor investing in a combination of control and

minority investments in existing businesses and new businesses in the healthcare and related

sectors and in particular but without limitation to identify, research, negotiate, make and monitor

the progress of and sell, realize, exchange or distribute investments which shall include but shall

not be limited to the purchase, subscription, acquisition, sale and disposal of shares, debentures,

convertible loan stock and other securities, and the making of loans whether secured or

unsecured to such companies in connection with equity and equity equivalent or related

investments.”

27. The Abraaj Health Fund had an investment period of 10 years from the first

closing date, subject to early termination and extensions under certain circumstances.  Upon

termination, the fund’s assets were to be realized and distributed in accordance with the HFLPA.

28. AIML and Naqvi were the managers and investment advisers to APEF IV and the

Abraaj Health Fund.  AIML and Naqvi advised the Funds as to the securities of the specific

portfolio companies to target, the value of those securities, and the advisability of investing in,

purchasing, and selling the securities of such portfolio companies.  AIML and Naqvi controlled

the purchase and sale of the securities of the portfolio companies held by APEF IV and the

Abraaj Health Fund.

29. The APEF IV LPD identified Naqvi as one of 10 “Key Investment Executives,”

and provided that, if less than 50 percent of the Key Investment Executives did not devote

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“substantially all their business time to the business of” AIML, it could trigger a suspension of

the fund’s investment period.

30. Similarly, the HFLPA identified Naqvi as a “Key Person,” and provided that a

suspension of the fund’s investment period would automatically occur if, among other things,

Naqvi and one of three other AIML executives did not “devote substantially all of their business

time . . . to the affairs of the Partnership,” or, alternatively, if Naqvi “ceas[ed] to oversee the

Fund’s strategy, investments and divestments,” along with one other fund executive.  In addition,

the Abraaj Health PPM stated that Naqvi was the “Head of the Fund” who “led the design of the

[Fund] concept and the strategy and business plan,” and was one of two senior executives

responsible for “overseeing the Fund’s activities.”

31. Throughout the Relevant Period, AIML and Naqvi made investment decisions for

both APEF IV and the Abraaj Heath Fund through a committee called the Global Investment

Committee (“GIC”).  The GIC evaluated and recommended securities investment opportunities

to the Abraaj Group’s private funds, including APEF IV and the Abraaj Health Fund, made the

decision on behalf of the funds as to whether and when to invest in securities, monitored the

performance of their investments, and, when appropriate, developed and recommended

disposition strategies for the sales of the funds’ securities.  The GIC was a committee of up to

seven members, five of which were permanent.  Naqvi was the GIC’s Chairman throughout the

Relevant Period.  The GIC’s investment decisions required a unanimous vote, but Naqvi, as

Chairman, had veto power and also could override one dissenting vote.

32. AIML and Naqvi received compensation for their investment adviser services to,

among other funds, APEF IV and the Abraaj Heath Fund.  For example, in 2015, Naqvi received

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$3.75 million as a base salary and an over $50 million bonus, and in 2016, Naqvi received a base

salary of $5.5 million and an over $14 million bonus for his investment adviser services.

33. As APEF IV’s and the Abraaj Health Fund’s investment advisers, AIML and

Naqvi owed fiduciary duties to the Funds.

II. AIML And Naqvi Misappropriated The Funds’ Assets To Manage Insolvency At
AIML And Abraaj Holdings

34. By at least June 2015 and continuing until Abraaj Holdings and AIML entered

into liquidation proceedings in the Cayman Islands in 2018, the entities were insolvent, lacking

the legitimate income to cover basic business expenses such as employee salaries and other

operating costs.  During this time, Naqvi and others at AIML working under Naqvi’s

observation, supervision, authorization, and direction, transferred and used hundreds of millions

of dollars of investor money from at least two private funds under their management – APEF IV

and the Abraaj Health Fund – to meet these cash shortfalls and temporarily remediate the

insolvency.

35. By at least June 2015, high-ranking executives of the Abraaj Group that were

loyal to and supported Naqvi provided at least monthly updates to him by email regarding

AIML’s and Abraaj Holding’s cash balance deficits.

36. For example, on June 5, 2015, an Abraaj Group executive emailed Naqvi the

Abraaj Group’s cash requirements, and projected that the Abraaj Group would have a cash

shortfall of $168 million by the end of June.

37. During the Relevant Period, AIML sent several drawdown notices totaling

hundreds of millions of dollars to APEF IV’s and the Abraaj Health Fund’s limited partners-

investors that identified specific securities investments that AIML was going to make on behalf

of the Funds.  In response to the notices, the United States-based limited partners-investors of

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APEF IV and the Abraaj Health Fund transferred cash from United States bank accounts and/or

through correspondent bank accounts, including in this District, to foreign bank accounts in the

name of entities owned and controlled by the Funds.

38. Under Naqvi’s observation, supervision, direction, and authorization, AIML

transferred these limited partners-investors’ cash deposits to accounts in the name of AIML and

Abraaj Holdings and commingled the cash from both Funds with its own cash and with cash

from other Abraaj Group funds and third-party sources.  Under Naqvi’s observation, supervision,

direction, and authorization, AIML then used AIML’s and Abraaj Holding’s accounts, and the

large, commingled pool of cash they held, as a central treasury to make some investments for the

Funds, but frequently to pay the expenses of AIML and Abraaj Holdings to keep those entities

from collapsing.  AIML also transferred large sums of money from its accounts to Naqvi and

entities that he controlled, in excess of the compensation to which he was entitled.  Since at least

June 2015 – as a result of these practices – AIML and Abraaj Holdings were in constant debt to

the Funds that AIML and Naqvi managed – often totaling in the hundreds of millions of dollars.

39. Similarly during the Relevant Period, under Naqvi’s observation, supervision,

direction, and authorization, AIML sold the security interests of certain portfolio companies of

APEF IV, but delayed payment to the fund’s limited partners-investors so it could use the

proceeds of these sales to cover the mounting expenses at AIML and Abraaj Holdings, thereby

keeping them solvent.

40.   At each fiscal year-end, Naqvi, assisted by other Abraaj Group executives

working under his observation, supervision, authorization, and direction, worked to conceal that

Naqvi and AIML were misappropriating large amounts of cash from the limited partners-

investors of APEF IV and the Abraaj Health Fund to cover business expenses and debt

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obligations for AIML and Abraaj Holdings, as well as the transfers that went to Naqvi and

entities that he controlled.  Naqvi and others designed, approved, and falsified fund financial

statements and quarterly reports, and used short-term loans to increase cash balances for year-

end accounting purposes to make it appear as though the funds’ cash had been used appropriately

and hide the massive, ongoing misappropriations to keep AIML and Abraaj Holdings solvent.

41. Finally, Naqvi and others at AIML working under his observation, supervision,

authorization, and direction, lied to APEF IV, the Abraaj Health Fund, and the Funds’ limited

partners-investors about their use of the Funds’ money, making materially misleading statements

about their use of funds to cover-up the fact that they had misappropriated hundreds of millions

of dollars from the Funds.

A. AIML And Naqvi Misappropriated At Least $250 Million From APEF IV

42.  APEF IV was a private fund formed in 2008, under the name Abraaj Buyout

Fund IV, as a limited partnership managed by AIML and Naqvi.

43.  According to the APEF IV Private Placement Memorandum (“PPM”), the fund

was formed to make investments primarily in the securities of portfolio companies in the Middle

East, North Africa, and South Asia, also known as the MENASA region.  These portfolio

companies operated primarily in, among other industries, the construction, infrastructure, oil and

gas, power, and pharmaceutical sectors, which were areas that Naqvi believed were most likely

to experience significant growth in the emerging markets of MENASA.

44. The APEF IV PPM and LPD provided that the fund sought “to make investments

in buy-outs, growth capital opportunities, greenfield projects and privatisations” and it expected

to structure investments “through various means, including but not limited to the acquisition, sale

and disposal of shares, debentures, warrants and other securities or interests.”  The APEF IV

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PPM further stated that it expected the fund to make 10 to 15 investments that would be realized

in three to five years.

45. According to the APEF IV Management Agreement between the APEF IV

General Partner and AIML, AIML was authorized to manage the business, affairs, and assets of

the partnership, but it was required to comply with the terms of the PPM and LPD and was

prohibited from taking any action that “might be reasonably considered likely to prejudice” the

business or reputation of APEF IV.  AIML was strictly prohibited from holding “the money of

[APEF IV] in its own account,” and was required to pay distributions “as soon as practicable

direct[ly] to [APEF IV’s] bank accounts without passing through any account in the name of”

AIML.  In accordance with these directives, AIML was only entitled to (i) draw down limited

partner capital commitments to make specific investments for the fund; and (ii) receive an

adviser or management fee not to exceed 2% of investor commitments to the fund until the end

of the Commitment period, followed by 2% of the acquisition cost of the fund’s investments.

46. A team of investment and operating professionals led by Naqvi were responsible

for overseeing all stages of APEF IV’s investments, including, but not limited to, “deal

origination,” deal “structuring,” “ensuring the attainment of the business plan during the life of

the investments,” and “exit management.”

47. Naqvi had signatory authority on all APEF IV and AIML bank accounts.

Pursuant to this authority, Naqvi was a required signatory on all transfers in excess of $25

million from APEF IV bank accounts until February 2017, when it was increased to $75 million.

Naqvi was a signatory for AIML bank accounts for transfers in excess of $25 million or $75

million, depending on the account, until March 2017, when it was increased to $75 million for all

AIML bank accounts.

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1. In 2015, AIML And Naqvi Misappropriated Over $94 Million From
APEF IV, Including For Naqvi’s Personal Use

48. On September 21, 2015, AIML issued a drawdown notice to the APEF IV limited

partners-investors requesting $238.5 million to be paid no later than October 5, 2015.  According

to the drawdown notice, AIML claimed that it would use the money to purchase security

interests in two new investments, and four follow-on investments.

49. AIML issued the drawdown notice to several United States-based limited partner-

investors, including the U.S. Advisory Firm and another that was managed by an investment

management firm (“U.S. Management Firm”) located in this District.  On October 5, 2015, the

U.S. Advisory Firm and the U.S. Management Firm transferred the requested funds from bank

accounts located in this District to a foreign APEF IV bank account.

50. In total, from September through December 2015, the APEF IV limited partners-

investors that received the drawdown notice deposited approximately $150 million into an APEF

IV bank account.

51. AIML commingled these APEF IV funds with other Abraaj Group money into a

central treasury that it used, among other things, to cover cash shortfalls at AIML and Abraaj

Holdings.

52. Naqvi knew, authorized, and directed this use of funds.  For example, on October

26, 2015, an Abraaj Group finance employee (“Finance Employee”) emailed Naqvi concerning

the Abraaj Group’s existing cash positions and its use of APEF IV drawdown funds.  The

Finance Employee noted, among other things, that AIML had already transferred $67.75 million

of the APEF IV drawdown proceeds to itself, and used another $27.18 million for APEF IV

deals.  He also projected that AIML would take another $23 million from APEF IV by the end of

the month.

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53. In all, bank records reflect that, between September and December 14, 2015,

AIML transferred approximately $94.7 million, almost 40 percent of the total amount requested

in the drawdown notice, in several transmissions, from an APEF IV bank account to its own

bank account.

54. Of this money, AIML transferred $48.9 million to six other Abraaj Group private

funds, including the Infrastructure & Growth Capital Fund (“IGCF”), $28 million to pay Abraaj

Group expenses not related to APEF IV (including loan repayments and payroll), $12.4 million

to different satellite Abraaj Group offices for unknown purposes (but not returned to APEF IV),

and $5.4 million directly to Naqvi and an entity he owned and controlled, Silverline Holdings

Limited (“Silverline”).

55. None of the transfers of APEF IV investor funds alleged above were authorized

by APEF IV’s LPD, or otherwise consisted of legitimate compensation that APEF IV owed to

AIML or Naqvi.

56. In addition, AIML did not disclose to the fund or its limited partner-investors that

the $94.7 million was not used to purchase securities in the portfolio companies identified in the

drawdown notice, but was transferred to AIML to cover the Abraaj Group’s liquidity needs.

Rather, in APEF IV’s Report of the General Partner for the quarter ending December 31, 2015,

AIML claimed to have received only $6 million in fees and no expenses during that quarter.

2. Starting In December 2015, AIML And Naqvi Misappropriated
Proceeds From The Sale Of An APEF IV Portfolio Company

57. In late 2015, AIML arranged to sell its securities in one of APEF IV’s existing

portfolio companies (“APEF IV Company A”) for approximately $330 million.

58. On December 30, 2015, an APEF IV bank account received approximately $135

million as an initial payment of the proceeds from the sale of the securities of APEF IV

18

Company A, of which APEF IV was entitled to $116.9 million, after payment owed to a co-

investor.  AIML did not maintain those funds for the benefit of APEF IV or its limited partners-

investors.  Rather, the same day, AIML transferred the entire $135 million from an APEF IV

bank account to an AIML bank account, and, by the next day, transferred $97.5 million of those

funds to an IGCF bank account in several transfers, one of which was for over $92 million.

59.   As a required signatory for the APEF IV and AIML bank accounts for transfers

of at least $25 and $75 million, respectively, at that time, Naqvi approved the $135 million and

$92 million transfers alleged in the preceding paragraph.

60. Between December 31, 2015, and January 4, 2016, AIML used approximately

$64.9 million of the APEF IV investor funds to repay IGCF limited partners-investors for an

outstanding distribution AIML had not yet paid to IGCF from the sale of an IGCF portfolio

company that occurred by May 2015.  AIML then transferred the remaining APEF IV funds,

totaling $29.5 million, from an IGCF bank account back to an AIML bank account.

61. On February 11, 2016, the buyer of the securities of APEF IV Company A

transferred the remaining proceeds from the sale of the securities of APEF IV Company A to an

APEF IV bank account.  The fund was entitled to approximately $195 million of these proceeds.

62. Despite having received more than $300 million from the sale of the securities of

APEF IV Company A by February 11, 2016, Abraaj Group employees informed Naqvi that the

Abraaj Group did not have the money to fund upcoming obligations for APEF IV investments.

On February 14, 2016, the Abraaj Group’s Director of Finance (“Finance Director”) emailed

Naqvi, copying the Abraaj Group’s Head of Finance and Operations (“Finance Head”), the

AIML’s CEO of Private Equity (“Private Equity CEO”), and the Finance Employee regarding

the Abraaj Group’s cash flow positions.  Among the Finance Director’s “key points” was that the

19

Abraaj Group was expected to have a $104.74 million negative cash balance at the end of

February “mainly due to projected payments” for APEF IV investments, and that additional

APEF IV investments in March 2016 would increase this negative balance to more than $297

million.  He then stated, “We will not have funds in March to meet various day to day

obligation[s] in the absence of any receipts.”  The Finance Director further noted, “We are not

currently in a position to fund all of the above APEF IV deals,” and asked for Naqvi’s advice on

how to proceed, as Naqvi had already approved the outstanding APEF IV investments.

63. In his February 14, 2016 email, the Finance Director further noted that Abraaj

Holdings owed APEF IV another almost $30 million because Abraaj Holdings – also an APEF

IV limited partner – had not paid its share of the October 2015 drawdown, and because certain

proceeds from the sale of the securities of APEF IV Company A were “transferred to AIML.”

64. On February 24, 2016, the Finance Director emailed Naqvi, copying the Finance

Head, Private Equity CEO, and the Finance Employee, to update them on Abraaj Group’s cash

flow situation.  The Finance Director stated that Abraaj Group is “barely managing to cover

February payroll and will not have funds in March to meet ongoing expenses in the absence of

any receipts.”  As for APEF IV, the Finance Director noted that they had received a request that

day from AIML employees to fund $50 million for APEF IV investments, and that, in total,

Abraaj Holdings would need $85 million to fund APEF IV investments in the near future, but

“with current balance available [it] is not possible.”

65. Naqvi also directed AIML to use APEF IV money to pay his personal expenses,

despite the fact that APEF IV was already short on cash to fund its investments.  On February 27,

2016, the Finance Director emailed Naqvi concerning the funding of $2.4 million for Naqvi’s

charitable organization, the Aman Foundation, and two other entities Naqvi owned and

20

controlled, noting that the Abraaj Group’s central treasury had $4.5 million available, but needed

the money for other Abraaj Group expenses.  The Finance Director then said, “Please advise.”

Naqvi responded, “We can’t pull some cash from APEF [IV]?”  The Finance Director responded

that, after making payments related to two APEF IV portfolio companies, APEF IV would have

about $22 million in its bank accounts.  He further reminded to Naqvi that the GIC had approved

the use of that money to pay for APEF IV portfolio companies, but that they could use that

money for Naqvi’s personal expenses “[i]f we can delay” sending those approved funds to the

portfolio companies.

66. On March 3, 2016, the Finance Director again emailed Naqvi, copying the

Finance Head, Private Equity CEO, and the Finance Employee, concerning Abraaj Group’s cash

position.  He projected that the Abraaj Group would have an over $23 million negative cash

balance at the end of the month, and noted that they had “borrowed an additional $8 million from

APEF IV.”

67.   Four days after Naqvi suggested it, on March 6, 2016, AIML transferred $8

million from an APEF IV bank account to an AIML bank account.  This transfer was in addition

to the management fees and expense reimbursements to which AIML was entitled.

68. On March 13, 2016, the Finance Director further updated Naqvi, copying the

Finance Head, Private Equity CEO, and the Finance Employee, concerning the Abraaj Group’s

cash flow.  He projected they would have a negative balance of $18.15 million by the end of the

month, and that “[w]e are barely managing to cover expenses and various obligations till 18

March.”  He also emailed an updated chart of APEF IV’s cash flow, which noted that they had

transferred $219 million to AIML.

69. On March 3 and 22, 2016, Silverline received a total of $2.25 million from

AIML’s bank account, using APEF IV cash commingled with other Abraaj Group money.  These

funds did not consist of compensation to which Naqvi was entitled.

70. On March 28, 2016, the Finance Director sent an updated cash flow analysis to

Naqvi, copying the Finance Head, Private Equity CEO, and the Finance Employee, noting that

the Abraaj Group would have an almost $20 million negative cash balance at the end of March,

and cautioned, “[w]e will be able to survive the month only[] if we borrow $16m from APEF IV

to cover” the non-APEF IV-related expenses, including Abraaj Group insurance payments and

payments for a private jet.

71. In accordance with this email, on March 31, 2016, AIML transferred another $16

million to its own bank account from an APEF IV account.

72. None of the transfers of APEF IV investor funds alleged above were authorized

by APEF IV’s LPD or otherwise consisted of legitimate compensation APEF IV owed to AIML

or Naqvi.

73. In addition, none these transfers of APEF IV were reported to, or approved by, the

fund or its limited-partner investors.  The Report of the General Partner for the quarter ending

March 31, 2016, reported to APEF IV and its limited partners-investors that AIML received only

$6 million in management fees and had no expenses during that quarter.

3. Naqvi Directed AIML To Delay Paying Distributions To APEF IV
Limited Partners And Approved A $47 Million Transfer Of APEF IV
Cash To Cover Expenses Of AIML And Abraaj Holdings

74. Between March 7 and 10, 2016, AIML sold the securities of another APEF IV

portfolio company (“APEF IV Company B”), and the fund received $184.9 million from the

sale.

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75. In total, by March 11, 2016, AIML had received approximately $497 million in

distributions from the sales of securities in APEF IV Companies A and B.  According to the

APEF IV LPD, fund distributions had to be repaid “as soon as reasonably practicable after the

relevant amounts become available for distribution, provided that the General Partner shall use

reasonable efforts to distribute such Capital within 45 days after such amounts become available

for distribution.”

76. Despite this obligation, AIML, at Naqvi’s direction, delayed paying those

distributions because the Abraaj Group needed the cash to cover its liquidity shortfalls.

77. Certain APEF IV limited partners-investors, however, were aware of the recent

sales at least due to public reporting on the transactions, and made several inquiries about the

timing of their distributions.  For example, on March 17, 2016, a representative of the U.S.

Advisory Firm based in this District emailed Naqvi for an update on when APEF IV would pay

the distributions.  On March 20, 2016, Naqvi forwarded the U.S. Advisory Firm’s email to the

Private Equity CEO, the Finance Director, and other Abraaj Group employees, noting, “I think

we should start paying selectively to ward off noise.”

78. Naqvi then devised a plan to delay APEF IV distribution payments to its limited

partners-investors to enable AIML to maintain the funds for its own purposes.  On April 1, 2016,

for example, Naqvi sent the Private Equity CEO, the Finance Director, and other AIML

employees a proposed schedule drafted by the Finance Director detailing a plan to selectively

pay limited partners-investors over the next three months, and Naqvi explained:

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[p]lease see [the Finance Director’s] earlier schedule, with attached
payment schedule for payments in order of importance, noise
makers and those that will come back, with the latest being legacy
investors and passive voices.  Will need to be managed quietly
internally, and will probably have to have a small team comprising
those here, [and others], with everything tightly controlled and
nobody outside the loop knowing what is going on; as far as the
rest of the Firm is concerned, all payments have been made.  Idea
is to get up to date immediately with the first lot, then payments at
end of April, [M]ay, June.  Do I have the allocation correct?

79. Later that day, Naqvi again emailed the Private Equity CEO regarding Naqvi’s

plan, requesting that the Private Equity CEO “focus on this.”  The Private Equity CEO

responded, “[b]een following the trail and will do as it says but very difficult to keep it tight.  No

choice though.  We have to do it.”  Naqvi then asked if his proposed breakdown of investor

payments was correct, to which the Private Equity CEO responded, “Seems ok.  But the more we

narrow the gap between first and last the less the chance of noise.”

80. On April 4, 2016, Naqvi responded to the U.S. Advisory Firm’s question about

APEF IV distributions, stating it would receive its distributions “April 15 latest; hence imminent.

Cash all pretty much in, doing final tax and corporate sign offs.”  Naqvi failed to disclose,

however, that he had already devised a plan to delay distributions to investors.

81. In accordance with Naqvi’s plan, on April 15, 2016, AIML issued a distribution

notice to certain APEF IV limited partners-investors, including several United States-based

limited partners-investors, informing them that the fund had sold its security interests in APEF

IV Companies A and B and was issuing a distribution.  However, pursuant to section 4.2(d) of

the APEF IV LPD, AIML claimed that the fund would re-invest about $200 million for fees and

expenses and to pay for several new investments.  Although it owed its limited partners-investors

approximately $261 million in distributions, AIML, at Naqvi’s direction, distributed only

approximately $91 million to select limited partners-investors in April 2016.

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82.   By May 2016, however, AIML and Abraaj Holdings faced increasing liquidity

problems that jeopardized its ability to repay APEF IV limited partners-investors even on

Naqvi’s delayed schedule.  In a May 3, 2016 email, the Finance Head told Naqvi that, after

“pushing all non-critical payments to June,” the Abraaj Group had a $27.39 million shortfall at

the end of May, and if they used cash from APEF IV, “there will be only US $24m left for

[APEF IV Company A and B] distribution against US $81m needed to pay the planned May

tranche – a gap of US$57m.”  The Finance Head further noted that the Abraaj Group needed to

make an additional $194 million in payments by June 2016, including another $59 million for

that month’s planned distribution payments.  He stated that “[o]bviously, this must be on your

mind but highlighting the critical timeline,” and suggested that they meet to discuss.

83.   On May 10, 2016, the Finance Director informed Naqvi, the Private Equity

CEO, and the Finance Head that Abraaj Holdings’ cash requirements for that month were $46.7

million for various non-APEF IV-related expenses including payroll and loan repayments.  The

Finance Director requested that Naqvi authorize a transfer of $47 million from APEF IV to cover

those expenses.

84. On May 11, 2016, Naqvi authorized the transfer of $47 million from an APEF IV

bank account to an AIML bank account, and it was transferred the next day.  This consisted of

funds AIML owed to APEF IV limited partners-investors as distributions, but Naqvi chose

instead to use the money for the Abraaj Group.

85. This transfer was not reported to the fund or its limited partner-investors.  In its

Report of the General Partner for the quarter ending June 30, 2016, AIML reported to its limited

partners-investors that it had received only $6 million in management fees and had no expenses

during that quarter.

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86. Ultimately, in May 2016, AIML made only approximately $10 million in

distributions to a second wave of APEF IV’s limited partners-investors, including one based on

the United States.  It still owed approximately $134 million in distributions to non-Abraaj

Group-affiliated limited partners-investors, including over $9 million to a limited partner-

investor located in this District.

4. AIML And Naqvi Concealed Their 2015 and 2016 Misappropriations
From APEF IV Investors

87. By the end of APEF IV’s fiscal year, June 30, 2016, AIML had misappropriated

at least $197.6 million of the fund’s money and owed at least that amount to the fund by the

fiscal year-end.

88. APEF IV’s audited financial statements for the fiscal year ending June 30, 2016,

(“2016 APEF IV Financials”) that were distributed to its limited partners-investors, including

those based in the United States, did not report any receivable or other liability that Abraaj

Holdings, AIML, or any other Abraaj Group entity owed to the fund, as a related party

transaction or otherwise.  Rather, the 2016 APEF IV Financials reported that the fund had over

$195 million in cash and cash equivalents in “call accounts with banks.”  In addition, the 2016

APEF IV Financials noted that the fund faced some credit risk due to these call accounts, but

stated that it was “limited because the counterparties are reputed banks with good credit ratings.”

It also noted that there was little “concentration risk as the [$195 million in call accounts] are . . .

with local branches of international banks.”

89. The 2016 APEF IV Financials were false and misleading.  The over $195 million

consisted of money that AIML had borrowed on a short-term basis from a non-United States

publicly traded airline (“Airline”) – an IGCF portfolio company of which Naqvi was a board

member.  AIML deposited this money in APEF IV’s account to mislead APEF IV’s auditor in

26

connection with the fund’s year-end audit, but had no intention of leaving it there, because it was

owed back to the Airline in short order.  In fact, AIML returned the borrowed money to the

Airline on July 5, 2016.

90. As a required signatory for APEF IV bank accounts for transfers of at least $25

million at that time, Naqvi approved the return of the more than $195 million from an APEF IV

bank account to the Airline on July 5, 2016.

91. Further, contrary to the disclosures in the 2016 APEF IV Financials, APEF IV

faced substantial credit and concentration risk because the true nature of the $195 million that the

fund was owed was a receivable from Abraaj Group entities, and the Abraaj Group had been

experiencing a liquidity crisis for at least a year.

5. AIML And Naqvi Continued To Misappropriate From APEF IV And
Deceive Investors Regarding Distributions And Drawdowns
Throughout 2016 And 2017

92. At the start of the next fiscal year, July 1, 2016, AIML remained unable to pay its

outstanding distributions to APEF IV, and AIML and Abraaj Holdings continued to experience

cash shortfalls that Defendants remediated with misappropriated APEF IV limited partner-

investor funds.  On July 31, 2016, the Finance Director emailed Naqvi, the Private Equity CEO,

Managing Partner, and other AIML employees another cash update.  He noted that the Abraaj

Group would have a negative cash balance of $22.6 million on August 31, 2016, due to, in part,

still-outstanding distributions owed to APEF IV and IGCF.  He stated that another Abraaj Group

employee (“Abraaj Group Employee A”) was asking about these distributions because he “wants

to communicate the date of distribution.  I suggest we tell him end October for both

[distributions]?”  He further noted that almost $20 million in APEF IV distributions remained

outstanding.

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93. The Private Equity CEO responded later that day, “[i]f end of October is realistic

date to communicate then we can try and manage accordingly.  Better to have a date we can meet

even if stretched out then to delay again.”  Four minutes later, Naqvi replied, “Yes, Professor.

While you are at it, it would be nice if you could pitch in and help with the various crises we

have been dealing with non-stop.”

94. Nonetheless, AIML’s Report of the General Partner for APEF IV for the quarter

ending September 30, 2016, reported to the fund’s limited partner-investors, including several

United States-based limited partners-investors, that APEF IV had received a total of $459.4

million in distributions, including $261.2 million that AIML had distributed in accordance with

the fund’s LPD.  It further noted that, among other things, AIML had made almost $168 million

in distributions to limited partner-investors in June 2016.

95. These statements were false.  AIML made only $2 million in distributions in June

2016, and another $8.7 million in August 2016.  In total, by September 30, 2016, it had made

only approximately $111 million in distributions.

96. AIML continued to pay these distributions to APEF IV limited partners-investors

throughout 2016.  In November and December 2016, Abraaj paid another $75 million to APEF

IV’s limited partners-investors, including over $9 million to a limited partner-investor located in

this District.  Even by the end of 2016, however, AIML owed APEF IV’s limited partners-

investors approximately $45 million in distributions.

97. In addition, to further deceive APEF IV’s limited partners-investors, AIML

intentionally withheld the fund’s Quarterly Reports to investors who had not receive the

distributions to which they were entitled, to hide that AIML owed them distribution payments.

28

By October 2016, for example, AIML had still withheld two Quarterly Reports from at least 19

APEF IV limited partners-investors.

98. By early 2017, the Abraaj Group was still facing serious cash flow and liquidity

problems, and AIML and Naqvi continued to remediate these issues by drawing down investor

funds from APEF IV and using them to meet cash demands.

99. On January 25, 2017, the Finance Director emailed Naqvi and another Abraaj

Group Employee (“Abraaj Group Employee B”) regarding a proposed new APEF IV drawdown,

stating “Boss, As discussed with you previously re APEF IV drawdown currently we have $320

million undrawn, we can only drawdown $110” million, based on his assessment that three

APEF IV investments would require the remaining $210 million.  And in analyzing APEF IV’s

total needs, the Finance Director concluded that APEF IV would “have a cash shortfall of $22.8

million,” which it could fund using income from another APEF IV investment, but that “unless

deal size [is] reduce[d] there is no cash for [AIML’s management] fee in 2018.  Naqvi later

replied that he didn’t “understand this working,” and then Abraaj Group Employee B suggested

that they all talk over the phone or in person.

100. On February 21, 2017, AIML issued a drawdown notice to APEF IV limited

partner-investors, including several United States-based limited partners-investors, including the

U.S. Advisory Firm, for $110 million to fund a new investment in the securities of a North

African telecom operating company that it gave the codename “Project Dido.”  AIML claimed it

was “in the final stages of due diligence with the company, which we believe will allow the fund

to be fully deployed by the end of the first quarter of 2017.”  An APEF IV bank account received

the proceeds of the drawdown by March 27, 2017.

29

101. This drawdown notice was false.  By February 21, 2017, AIML was not in the

final stages of due diligence for Project Dido, and still had numerous conditions precedent that

were outstanding before AIML could justify issuing a drawdown notice.  In fact, these conditions

remained unsatisfied for more than a year after AIML issued the drawdown notice.

102. Just three days after requesting money for Project Dido, AIML had already spent

it for other purposes.  On March 30, 2017, the Finance Director sent Naqvi, copying the Finance

Head, a cash update asking them to “note and [a]dvise” and then stated, among other things, that

the “cash balance in APEF IV is Nil ($73m net drawdown received, paid $58.1m for [another

APEF IV portfolio company], $10.7 for [APEF IV Portfolio Companies A and B] distribution,

balance [transferred] to [Abraaj Holdings].”

103. Consistent with the Finance Director’s March 30, 2017 email, bank records

confirm that AIML misappropriated $5.3 million of APEF IV investor funds that were sent to

Abraaj Holdings.  In addition, bank records reflect that AIML used at least $10 million of this

drawdown money to repay certain limited partners-investors for the APEF IV Portfolio

Companies A and B distributions they were owed for over a year.

104. AIML did not inform the APEF IV limited partners-investors about these

misappropriated funds, and that it did not use drawn down cash for Project Dido as stated in the

drawdown notice.  Rather, in its Report of the General Partner for the quarter ending March 31,

2017, AIML reported to limited partners-investors that it had taken just $3 million in

management fees and expenses during that quarter.

105. In addition, in June 2017, AIML, at Naqvi’s direction, changed APEF IV’s fiscal

year-end from June 30 to December 31 for the sole purpose of hiding their misappropriation

from APEF IV and its limited partners-investors, specifically a $201 million hole in APEF IV’s

30

financial statements.  On June 3, 2017, the Finance Director emailed Naqvi, copying the Finance

Head, to note issues relating to the upcoming fiscal year-end, including that the Abraaj Group’s

“[p]ayable balance to APEF IV at 30 June 20017 will be $201 million,” and that they will have

to “settle this balance,” or risk reporting it on APEF IV’s June 2017 financial statement.  In

response, Naqvi said he was “serious about changing the accounting date,” to which the Finance

Director agreed, and then suggested to Naqvi a pretextual “operational rationale” to sell the

change to investors, who would need to be notified.  Naqvi replied, “[y]our logic of changing

APEF 4 year end is sell[]able and compelling; we should go ahead and do so; bring [the Private

Equity CEO and two other Abraaj Group employees] into the loop, tell them first, get the

argument properly articulated … and action it.”

106. As Naqvi directed, on June 19, 2017, the Private Equity CEO sent a letter to all

APEF IV limited partners-investors informing them that APEF IV’s accounting period was being

changed from a June to December year-end.

107. By conduct including, but not necessarily limited to that described above, Naqvi

knew, authorized, directed, and permitted the Finance Director and others to go forward with

keeping his businesses – Abraaj Holdings and AIML – afloat when he knew, was reckless in not

knowing, or should have known that APEF IV money was used and would be used to fund the

cash shortfalls at Abraaj Holdings and AIML, and for Naqvi’s personal use.  AIML’s and

Naqvi’s misappropriations of fund money were not in the best interests of the fund because,

among other things, fund investments were delayed due to the misappropriations, limited

partners-investors were deprived the use of distribution proceeds to which they were entitled, and

the misappropriations created investment risks not disclosed to the fund or its investors.  In

addition, AIML’s and Naqvi’s misappropriations of fund money constituted conflicts of interest

31

and related party transactions between themselves and their client, the fund, which they failed to

disclose to the fund or its investors in violation of the APEF IV LPD.  By these actions and

omissions, AIML and Naqvi breached their fiduciary duties to the fund.

108. In addition, AIML and Naqvi lied to at least one United States-based limited

partner-investor about their misappropriations of APEF IV funds.  In or around September 2017,

an anonymous person sent an email to several Abraaj Group limited partners-investors to warn

them of misconduct within the Abraaj Group.  Among the claims in the email was that Abraaj

Group private funds’ “[c]ash is used to fund the working capital of Abraaj . . . [APEF IV] is the

biggest sufferer and has funded the Abraaj Holdings balance[ ]sheet for years.”

109. After receiving this email, one APEF IV United States-based limited partner-

investor (“United States Investor A”) asked Naqvi and another Abraaj Group employee to

respond to the allegations.  On September 27, 2017, Naqvi sent a long written response to

Investor A, and stated as follows in response to the allegations that Abraaj Holdings used APEF

IV and other fund money for working capital:

We categorically reject this slanderous assertion.  Given the fact
that the paid-in capital of Abraaj Holdings is $1.5 billion, and the
group has access to $700 million of long term financial facilities
from global financial institutions at the group level, as well as
drawdown facilities and warehousing lines in our current
generation funds, it is bizarre and frankly unintelligible for anyone
to insinuate that the group would be using [limited partner] money
for working capital.

110. These statements were false, and Naqvi knew it.  By September 2017, AIML – at

Naqvi’s observation, supervision, direction, and authorization – had been flagrantly

misappropriating limited partner-investor funds from APEF IV for AIML’s and Abraaj

Holding’s working capital, as well as for Naqvi’s personal use.

32

111. AIML and Naqvi never fully repaid APEF IV.  In the Cayman Island’s liquidation

proceedings, AIML estimated that it owed APEF IV almost $100 million as of July 2018.

112. Naqvi knew, was reckless in not knowing, or should have known that using APEF

IV money to fund cash shortfalls at Abraaj Holdings, AIML and for his personal use, and failing

to disclose these cash transfers and the conflicts of interest that they created in AIML’s 2015,

2016, and 2017 Quarterly Reports, the fund’s audited financial statements, or otherwise,

deceived and defrauded the fund and its limited partners-investors.  By reason of Naqvi’s

knowledge, or his reckless or negligent disregard of the transfers of APEF IV money to cover

Abraaj Holdings’ and AIML’s cash flow shortfalls and for Naqvi’s personal use, and

Defendants’ failure to disclose such transfers in AIML’s 2015, 2016, and 2017 Quarterly

Reports, the fund’s audited financial statements, or otherwise, AIML and Naqvi knowingly,

recklessly, or negligently breached their fiduciary duties to APEF IV and deceived and defrauded

the fund and its limited partners-investors.

113. Defendants’ knowledge, or reckless or negligent disregard of their transfers of

APEF IV money to cover Abraaj Holdings’ and AIML’s cash flow shortfalls and for Naqvi’s

personal use, and failure to disclose the transfers and the conflicts of interest they created were

materially deceptive acts to the fund and its limited partners-investors, and Defendants’ failure to

disclose such transfers in the AIML’s 2015, 2016, and 2017 Quarterly Reports, the fund’s

audited financial statements, or otherwise, constituted material omissions to the fund and its

limited partners-investors.

B. AIML And Naqvi Misappropriated Over $230 Million From The Abraaj
Health Fund

114. The Abraaj Health Fund was a private fund formed as a limited partnership in

2015, and managed and advised by AIML and Naqvi.  The fund’s largest investor was based in

33

this District, and other United States-based investors were among the limited partners, including

the U.S. Charitable Foundation and several other charitable organizations.  The fund was formed

to primarily make investments in the securities of health care-related businesses such as hospitals

and treatment centers in emerging markets.

115. According to the HFLPA, AIML was authorized to take all necessary or desirable

actions in connection with the operation of the fund, the management of the fund’s investment

portfolio or otherwise in the furtherance of the fund’s business.  In accordance with these

directives, AIML was entitled to (i) draw down limited partner capital commitments to make

specific investments for the fund; (ii) collect fund expenses not to exceed $2.5 million; and (iii)

receive an adviser or management fee equal to two per cent per annum of the commitment of

each such investor.  The HFLPA also required that AIML refer all actual or potential conflicts of

interest to the fund’s LPAC.

116. Naqvi had signatory authority on all Abraaj Health Fund and AIML bank

accounts.  Pursuant to this authority, Naqvi was a required signatory on all transfers in excess of

$75 million from Health Fund bank accounts.  Naqvi was also a signatory for AIML bank

accounts for transfers in excess of $25 million or $75 million, depending on the account, until

March 2017, when it was increased to $75 million for all AIML bank accounts.

117. Similar to their plundering of APEF IV, AIML and Naqvi did not use the Abraaj

Health Fund’s money as required by the HFLPA, as described in the fund’s written disclosures to

limited partners-investors, and in the investor drawdown notices.  Instead, AIML and Naqvi

knew that Abraaj Holdings and AIML were suffering significant cash shortfalls, and

misappropriated substantial amounts from the new large pot of money available at the Abraaj

Health Fund to cover the shortfalls and pay for items such as Abraaj Holdings’ debt obligations

34

and for Naqvi’s personal use.  These material facts were not disclosed to the fund, its limited

partners-investors, or the LPAC in AIML’s Quarterly Reports, the fund’s audited financial

statements, or otherwise.

1. By December 2016, AIML And Naqvi Began To Misappropriate
Money From The Abraaj Health Fund

118. By December 2016, AIML had sent two drawdown notices to Abraaj Health Fund

investors that sought a total of $430.9 million, of which it claimed $398 million would be used

for several Abraaj Health Fund investments.  At least eight United States-based investors-limited

partners received these drawdown notices, and they sent the requested funds from bank accounts

and through correspondent banks in the United States, including in this District, to Abraaj Health

Fund’s bank accounts.

119. In December 2016, AIML transferred $100 million of Abraaj Health Fund money

that had been drawn down from fund limited partners-investors from an Abraaj Health Fund

bank account to an Abraaj Holdings bank account, and $40 million to an AIML bank account.

These transfers were in addition to the management fees and expense reimbursements to which

AIML was entitled.  As a required signatory for all bank transfers over $75 million, Naqvi

approved the $100 million transfer from an Abraaj Health Fund bank account to Abraaj

Holdings.

120. On January 3, 2017, the Finance Director informed Naqvi and the Finance Head

by email that Abraaj Holdings was expected to have a cash shortfall of $85 million by the end of

March 2017.  The Finance Director noted that this cash shortfall would occur despite the $140

million recently taken from the Abraaj Health Fund, which he described in the email as $128.5

million “borrowed” from the Abraaj Health Fund, and an $11.5 million “receivable” involving

Abraaj Holdings.  Neither the loan nor the receivable were disclosed to the fund, its limited

35

partners-investors, or the LPAC on AIML’s Quarterly Report to Abraaj Health Fund limited

partners-investors for the fourth quarter of 2016, the fund’s audited financial statements for the

period ending June 30, 2017, or otherwise.

121. The Finance Director further noted in his January 3, 2017 email that the Abraaj

Health Fund’s cash requirements for the first quarter of 2017 were approximately $173 million if

it included all investments identified in AIML’s prior drawdown notices to limited partners-

investors.  The Finance Director, however, noted that the Abraaj Health Fund only had an

available balance of $111.5 million.  Despite this approximately $62 million shortfall, the

Finance Director did not recommend that they return the $140 million that AIML and Abraaj

Holdings had already misappropriated from the Abraaj Health Fund.

122. On January 19, 2017, Naqvi responded that he had not had time to review the

Finance Director’s analysis, but he authorized the Finance Director and the Finance Head to use

“their common sense to process and just don’t shut down the business!”  Naqvi also promised to

discuss later when he became available.

123. On February 16, 2017, the Finance Director emailed Naqvi and the Finance Head

a portion of Abraaj Holdings’ cash balance spreadsheet, and he concluded that the Abraaj Group

would have a cash shortfall of $4.2 million that month and so they would draw $5 million from

the Abraaj Health Fund to cover it.  The email also included a capital contribution drawdown

chart for the Abraaj Health Fund demonstrating that the $140 million that had been transferred

from the Abraaj Health Fund to AIML and Abraaj Holdings in December 2016 remained

outstanding.  The Finance Director further noted that the next Abraaj Health Fund investor

drawdown would occur around the end of the first quarter of 2017.

36

124. On or about March 15, 2017, the Abraaj Health Fund General Partner, at the

direction of AIML, sent limited partners-investors a drawdown notice requesting an additional

$115 million, claiming the money would fund the purchase of security interests in five portfolio

companies – even though AIML had already misappropriated well in excess of that amount.

Furthermore, the drawdown notice named these investments as “follow-on investments,” but

internal Abraaj Group financial documents and bank records reflect that, by March 15, 2017,

AIML had, in fact, only funded the purchase of securities in two of these five portfolio

companies.  In response, the Abraaj Health Fund’s limited partners-investors sent the requested

funds from their bank accounts to Abraaj Health Fund’s bank accounts.  United States-based

limited partners-investors sent the funds from their bank accounts and through correspondent

banks in the United States, including in this District.

125. In addition, on or about March 15, 2017, AIML transferred another $8 million of

Abraaj Health Fund investor money from an Abraaj Health Fund bank account to an AIML bank

account.  These funds did not constitute AIML’s fees or expenses to which it was entitled.

126. Nor did Abraaj Holdings or AIML return the previously misappropriated money

to the Abraaj Health Fund.  Rather, between March 21 and March 30, 2017, AIML transferred

another $16 million from an Abraaj Health Fund bank account to an AIML bank account.  These

funds did not constitute AIML’s fees or expenses to which it was entitled.

127. AIML’s March 2017 transfers totaling $24 million in Abraaj Health Fund money

were not disclosed to the fund, its limited partners-investors, or the LPAC in AIML’s Quarterly

Reports to limited partners-investors for the first quarter of 2017, the fund’s audited financial

statements for the fiscal year ending June 30, 2017, or otherwise.  AIML’s Quarterly Report for

37

the first quarter of 2017, reported that it received only $4.2 million in management fees and had

no fund expenses during that quarter.

128. On April 4, 2017, the Finance Director sent a cash update email to Naqvi, copying

the Finance Head, that consolidated Abraaj Holdings’ and the Abraaj Health Fund’s cash

requirements.  He noted that, together, Abraaj Holdings and the Abraaj Health Fund had $34

million available, but that Abraaj Holdings had $36 million in expenses in April 2017, which

included payroll, taxes, and loan interest.  As for the Abraaj Health Fund drawdown, the Finance

Director stated that they expected $98 million from limited partners-investors, not including the

Abraaj Group’s limited partner obligations by the first week of April, but he noted that the

Abraaj Health Fund needed $127 million in April to fund investments, “and therefore there will

be a shortfall of $29m.”  The Finance Director then requested Naqvi’s guidance on how they

should handle the shortfall.

129. On April 22, 2017, the Finance Director sent Naqvi, copying the Finance Head,

another cash update email to note numerous liquidity issues, and he concluded, “The cash

situation is out of control and I don’t know how do I manage cash.”

130. Despite this cash crisis at the Abraaj Group, Naqvi directed that AIML

misappropriate Abraaj Health Fund money for his personal use that did not constitute his

legitimate compensation.  On April 24, 2017, AIML transferred $25 million from an Abraaj

Health Fund bank account to an AIML bank account that was commingled with money from

other Abraaj Group sources.  On May 2, 2017, the Finance Director emailed Naqvi, copying the

Finance Head, to note, among other things, that upcoming Abraaj Group payments included $1.5

million for Naqvi’s “personal requirement,” which included funds for the Aman Foundation and

two other entities he owned or controlled.

38

131. Consistent with the Finance Director’s email, the next day, AIML transferred $1.5

million from its account to Silverline.

132. On May 23, 2017, AIML transferred another $10 million from an Abraaj Health

Fund account to its own account and comingled it with other Abraaj Group money.

133. On May 25, 2017, the Finance Director emailed Naqvi, copying the Finance

Head, to note that Naqvi needed $1.67 million for his personal expenses, including an estimated

$750,000 for the Aman Foundation, and he asked “Can I pay this from Abraaj?”  Naqvi

responded, “Thank you.”  The Finance Head later noted that the Aman Foundation’s

requirements for that month had increased to $1 million.

134. On May 31, 2017, AIML transferred $1.6 million from its account to Silverline.

135. That same day, Naqvi requested that the Finance Director send another $600,000

to his son and a company in which Naqvi was the sole shareholder called “The Modist.”  The

Finance Director responded that he transferred those funds, and then said he is “taking the liberty

to point out a few things,” which included that Naqvi had “a current account balance” of $25.8

million with the Abraaj Group.  He further stated, “As you are aware, I am under tremendous

pressure re Abraaj cash as well, there is a serious cash crunch and currently I don’t have the

funds to pay essential payments like salaries for the month of June.  You are fully aware of the

situation.”  The Finance Director concluded, “I humbly and respectfully you request to please

help me in this situation.  The tension and stress is unbearable for me and it is affecting my

health and my efficiency, and performance at work.  I don’t know what else to say.”  Naqvi then

replied, “I will sort it out.”

39

136. Bank records confirm that AIML transferred $600,000 to Naqvi’s son and The

Modist on May 31, 2017.  These funds did not consist of compensation to which Naqvi was

entitled.

137. On or about June 3, 2017, the Finance Director reported to Naqvi and the Finance

Head that Abraaj Holdings and AIML expected to have a $225 million payable to the Abraaj

Health Fund by the end of the fiscal period ending June 30, 2017.

138. On September 12, 2017, the Finance Director sent Naqvi and the Finance Head an

Abraaj Group a cash flow update by email, noting that a $68 million drawdown of investor funds

from the newly added debt investor, the U.S. Governmental Entity, which sent the money from

its bank account in this District, would be available to cover Abraaj Holdings’ and AIML’s

upcoming expenses, including Abraaj Holdings’ debt obligations.

139. In his September 12, 2017 email, the Finance Director further informed Naqvi

that the Abraaj Group’s expenses that he identified did not include $58 million needed to fund

investments in the securities of three portfolio companies for the Abraaj Health Fund in October

2017.  Instead, the Finance Director asked Naqvi to assist him by “delaying these deals” so that

the Abraaj Health Fund money could be used for non-Abraaj Health Fund expenses.  Abraaj

Group internal financial documents and bank statements reflect that the Abraaj Health Fund’s

investments in the securities of these three portfolio companies were, in fact, delayed past

October 2017.

140. In total, from December 2016, through at least September 2017, AIML – with the

knowledge and authorization of Naqvi – transferred at least $230 million from Abraaj Health

Fund bank accounts to Abraaj Holdings and AIML that was comingled with other Abraaj Group

40

funds and used as needed for Abraaj Holdings’ and AIML’s corporate expenses or other non-

Abraaj Health Fund purposes.

141. The HFLPA did not authorize these transfers from the Abraaj Health Fund to

Abraaj Holdings and AIML.  Rather, contrary to the HFLPA, AIML’s undisclosed transfers of

investor funds from the Abraaj Health Fund to itself and to Abraaj Holdings to cover their cash

shortfalls were not related to the operation of the fund, the management of the fund’s investment

portfolio, or otherwise in the furtherance of the fund’s business.  Further, those transfers far

exceeded the $37.6 million in management fees and $2.5 million in expenses that AIML

disclosed to limited partners-investors in its Quarterly Manager’s Report for the third quarter of

2017.

142. By conduct including, but not necessarily limited to that described above, Naqvi

knew, authorized, directed, and permitted the Finance Director and others to go forward with

keeping his businesses – Abraaj Holdings and AIML – afloat when he knew, was reckless in not

knowing, or should have known that Abraaj Health Fund money was used and would be used to

fund the cash shortfalls at Abraaj Holdings and AIML, and for Naqvi’s personal use.  AIML’s

and Naqvi’s misappropriations of fund money were not in the best interests of the fund because,

among other things, fund investments were delayed due to the misappropriations, and the

misappropriations created investment risks not disclosed to the fund, its limited partners-

investors, or the LPAC.  In addition, AIML’s and Naqvi’s misappropriations of fund money

constituted conflicts of interest and related party transactions between themselves and their

client, the fund, which they failed to disclose to the fund, its limited partners-investors, or the

LPAC in violation of the HFLPA.  By these actions and omissions, AIML and Naqvi breached

their fiduciary duties to the fund.

2. AIML And Naqvi Took Affirmative Steps To Conceal Their
Misappropriations From The Abraaj Health Fund

143. AIML and Naqvi also took affirmative steps to conceal their misappropriations

from the Abraaj Health Fund’s limited partners-investors.  One incident occurred in connection

with the fund’s initial audited financial statements for the fiscal year ending June 30, 2017.  On

June 3, 2017, the Finance Director emailed Naqvi and the Finance Head regarding the upcoming

audit for the Abraaj Health Fund, Abraaj Holdings, and other related entities, and noted several

“potential audit issues” to discuss in their upcoming meeting on June 10, 2017.  Among other

things, the Finance Director reported to Naqvi and the Finance Head that Abraaj Holdings and

AIML expected to have a $225 million payable to the Abraaj Health Fund at fiscal period end

and would have to “arrange for cash for . . . [the Abraaj Health Fund] audit.”  Naqvi and the

Finance Director, copying the Finance Head, then considered, as an alternative, whether they

could change the Abraaj Health Fund’s fiscal period end to December 31, 2017, to avoid having

to release audited financial statements for another six months.  The Finance Director, however,

concluded that they could not change the date because they had changed it once before.

144. Ultimately, the Abraaj Health Fund’s audited financial statements for the fiscal

year ending June 30, 2017, which were sent to all of the fund’s limited partners-investors,

reported that the fund had $167 million in cash in an Abraaj Health Fund bank account.  The

financial statements further reported that this amount consisted of the uninvested capital

drawdowns from the fund’s limited partners-investors.

145. The $167 million cash balance, however, was, in fact, part of a $196 million loan

from the Airline.  On June 24, 2017, the Airline made a short-term 30-day loan to the Abraaj

Health Fund General Partner that was used to cover the hole in the fund’s balance sheet left by

42

the transfer of fund money to Abraaj Holdings and AIML earlier in the year.  Naqvi also signed

the loan agreement because he personally guaranteed the repayment of the loan.

146. On July 19, 2017, which was shortly after the fund’s June 30, 2017 period-end,

AIML and Naqvi authorized the transfer of $196 million from an Abraaj Health Fund bank

account back to the Airline, which left only about $28 million in the Abraaj Health Fund bank

account.  Naqvi authorized this transfer because he was a required signatory on all transfers over

$75 million.

147. Defendants also made misleading statements directly to Abraaj Health Fund

limited partners-investors.  By October 2017, Abraaj Health Fund limited partners-investors

were raising concerns with AIML about the whereabouts of their capital contributions, as they

had contributed $544 million, but only approximately $265 million had actually been invested.

For example, on October 15, 2017, the Chief Financial Officer of the Abraaj Health Fund

(“Abraaj Health Fund CFO”) emailed the Abraaj Health Fund’s LPAC, which included the U.S.

Charitable Foundation and other United States-based limited partners-investors, and represented

that, at the time, the Abraaj Health Fund had “an available cash balance of USD 225.9 M which

is held with” at a Dubai-based bank (“Dubai Bank”) in Abraaj Health Fund bank accounts.  To

support his claim, the Abraaj Health Fund CFO attached a bank confirmation from the Dubai

Bank that stated that Abraaj Health Fund bank accounts held $225.9 million on June 30, 2017.

148. The Abraaj Health Fund CFO’s statements were false and misleading.  As of

October 15, 2017, there was only approximately $13 million in Abraaj Health Fund bank

accounts at the Dubai Bank, and the Abraaj Health Fund CFO’s reference to the June 30, 2017

balances failed to disclose the material facts that the vast majority of that money was from the

short-term loan from the Airline.

43

149. On or around October 22, 2017, Naqvi emailed representatives of the U.S.

Charitable Foundation who previously raised questions regarding the location of the Abraaj

Health Fund’s uninvested capital.  Naqvi claimed that AIML had “decided to keep the

uninvested amounts with us” and “keep[] the drawn funds in place” as they await to deploy

capital to investments that Naqvi claimed were “slightly delayed for reasons beyond our

control.”  Naqvi’s statements were misleading because (1) the money was not in the Abraaj

Health Fund bank accounts, but had been transferred to Abraaj Holdings and AIML; and (2)

Naqvi had purposely delayed funding three Abraaj Health Fund investments rather than return

the misappropriated fund money from Abraaj Holdings and AIML.

150. In or around February 2018, Naqvi admitted to the head of investments at one

United States-based limited partner-investor that Abraaj Health Fund capital contributions were

used for Abraaj Holdings’ and AIML’s general corporate purposes.

151. In or around February 2018, AIML falsely claimed to a consultant hired by

Abraaj Health Fund limited partners-investors, including United States-based limited partners-

investors, that the misappropriated money alleged in this Amended Complaint were “Temporary

Investments” as permitted by the HFLPA.  They were not.  AIML and Naqvi transferred the fund

money to Abraaj Holdings and AIML and used for non-Health Fund-related purposes without

any regard for returning it to the fund when needed in furtherance of the fund’s investments or

otherwise return the money to its limited partners-investors.  Indeed, AIML chose to either draw

down additional investor funds or otherwise delay investments rather than repay monies owed to

the fund.  Further, neither AIML’s Quarterly Reports nor the fund’s audited financials disclosed

any demand deposit accounts or any interest paid on such accounts.  Abraaj Holdings’ and

AIML’s internal financial records also did not track any interest that Abraaj Holdings was

44

purportedly paying on these accounts until on or around January 2018 – after limited partners-

investors raised questions about AIML’s use of fund money.

152. In late 2017 and early 2018, following months of limited partners-investors’

demands with regard to the location of their cash capital contributions, AIML ultimately returned

much of the money it misappropriated, as well as over $13 million in claimed “interest” to the

Abraaj Health Fund limited partners-investors.

153. Naqvi knew, was reckless in not knowing, or should have known that using

Abraaj Health Fund money to fund cash shortfalls at Abraaj Holdings and AIML, and for his

personal use, and failing to disclose these cash transfers and the conflicts of interest that they

created in AIML’s 2016 and 2017 Quarterly Reports, the fund’s audited financial statements, or

otherwise, deceived and defrauded the fund and its limited partners-investors.  By reason of

Naqvi’s knowledge, or his reckless or negligent disregard of the transfers of Abraaj Health Fund

money to cover Abraaj Holdings’ and AIML’s cash flow shortfalls and for his personal use, and

Defendants’ failure to disclose such transfers in AIML’s 2016 and 2017 Quarterly Reports, the

fund’s audited financial statements, or otherwise, AIML and Naqvi knowingly, recklessly, or

negligently breached their fiduciary duties to the Abraaj Health Fund, and deceived and

defrauded the fund and its limited partners-investors.

154. Defendants’ knowledge, or reckless or negligent disregard of their transfers of

Abraaj Health Fund money to cover Abraaj Holdings’ and AIML’s cash flow shortfalls and for

Naqvi’s personal use, and failure to disclose the transfers and the conflicts of interest they

created were materially deceptive acts to the fund and its limited partners-investors, and

Defendants’ failure to disclose such transfers in the AIML’s 2016 and 2017 Quarterly Reports,

45

the fund’s audited financial statements, or otherwise, constituted material omissions to the fund

and its limited partners-investors.

FIRST CLAIM FOR RELIEF

Violations of Section 206(1) of the Advisers Act
(Against AIML and Naqvi)

155. The Commission realleges and incorporates by reference each and every

allegation contained in Paragraphs 1 through 154 of this Amended Complaint as if fully set forth

herein.

156. By engaging in the acts and conduct alleged in this Amended Complaint, during

the Relevant Period, AIML and Naqvi were acting as investment advisers to APEF IV and the

Abraaj Health Fund within the meaning of Section 202(a)(11) of the Advisers Act, 15 U.S.C. §

80b-2(a)(11), because they were persons who, for compensation, engaged in the business of

advising others, either directly or through publications or writings, as to the value of securities or

as to the advisability of investing in, purchasing, or selling securities.

157. By engaging in the acts and conduct alleged in this Amended Complaint, AIML

and Naqvi, directly or indirectly, singularly or in concert, by use of the mails or means and

instrumentalities of interstate commerce, while acting as investment advisers, employed devices,

schemes, or artifices to defraud any client or prospective client, with scienter.

158. As investment advisers, AIML and Naqvi owed APEF IV and the Abraaj Health

Fund a fiduciary duty of utmost good faith and had an affirmative duty to make full and fair

disclosure to them of all material facts, as well as the duty to act in APEF IV’s and the Abraaj

Health Fund’s best interests, and not act in AIML’s and Naqvi’s own interests to the detriment of

APEF IV and the Abraaj Health Fund.

46

159. AIML and Naqvi breached their fiduciary duties to APEF IV and the Abraaj

Health Fund and engaged in fraudulent conduct that violated Section 206(1) of the Advisers Act,

15 U.S.C. § 80b-6(1), by knowingly or recklessly misappropriating millions of dollars of the

Funds’ money, failing to disclose to the Funds that the money had been transferred to AIML and

Abraaj Holdings, and failing to disclose the conflicts of interests they created.

160. By reason of the foregoing, AIML and Naqvi have violated, and unless enjoined

will again violate, Section 206(1) of the Advisers Act, 15 U.S.C. § 80b-6(1).

SECOND CLAIM FOR RELIEF

Violations of Section 206(2) of the Advisers Act
(Against AIML and Naqvi)

161. The Commission realleges and incorporates by reference each and every

allegation contained in Paragraphs 1 through 154 of this Amended Complaint as if fully set forth

herein.

162. By engaging in the acts and conduct alleged in this Amended Complaint, during

the Relevant Period, AIML and Naqvi were acting as investment advisers to APEF IV and the

Abraaj Health Fund within the meaning of Section 202(a)(11) of the Advisers Act, 15 U.S.C. §

80b-2(a)(11), because they were persons who, for compensation, engaged in the business of

advising others, either directly or through publications or writings, as to the value of securities or

as to the advisability of investing in, purchasing, or selling securities.

163. By engaging in the acts and conduct alleged in this Amended Complaint, AIML

and Naqvi, directly or indirectly, singularly or in concert, by use of the mails or means and

instrumentalities of interstate commerce, while acting as investment advisers, engaged in

transactions, practices, or courses of business which operated as a fraud or deceit upon any client

or prospective client.

47

164. As investment advisers, AIML and Naqvi owed APEF IV and the Abraaj Health

Fund a fiduciary duty of utmost good faith and had an affirmative duty to make full and fair

disclosure to them of all material facts, as well as the duty to act in APEF IV’s and the Abraaj

Health Fund’s best interests, and not act in AIML’s and Naqvi’s own interests to the detriment of

APEF IV and the Abraaj Health Fund.

165. AIML and Naqvi breached their fiduciary duties to APEF IV and the Abraaj

Health Fund and limited partners-investors and engaged in transactions, practices, or courses of

business which operated as a fraud or deceit upon any client or prospective client that violated

Section 206(2) of the Advisers Act, 15 U.S.C. §§ 80b-6(2), by misappropriating millions of

dollars of the Funds’ money, failing to disclose to the Funds that the money had been transferred

to AIML and Abraaj Holdings, and failing to disclose the conflicts of interests they created.

166. By reason of the foregoing, AIML and Naqvi have violated, and unless enjoined

will again violate, Section 206(2) of the Advisers Act, 15 U.S.C. § 80b-6(2).

THIRD CLAIM FOR RELIEF

Violations of Section 206(4) of the Advisers Act and Rule 206(4)-8 Thereunder
(Against AIML and Naqvi)

167. The Commission realleges and incorporates by reference each and every

allegation contained in Paragraphs 1 through 154 of this Amended Complaint as if fully set forth

herein.

168. By engaging in the acts and conduct alleged in this Amended Complaint, during

the Relevant Period, AIML and Naqvi were acting as investment advisers to APEF IV and the

Abraaj Health Fund within the meaning of Section 202(a)(11) of the Advisers Act, 15 U.S.C. §

80b-2(a)(11), because they were persons who, for compensation, engaged in the business of

48

advising others, either directly or through publications or writings, as to the value of securities or

as to the advisability of investing in, purchasing, or selling securities.

169. APEF IV and the Abraaj Health Fund were pooled investment vehicles within the

meaning of Rule 206(4)-8(b) of the Advisers Act, 17 C.F.R. § 275.206(4)-8(b).  They were

engaged in, held themselves out as being engaged primarily, and proposed to engage itself

primarily in the business of investing, reinvesting, and/or trading in securities, and thus were

investment companies as defined in Section 3(a) of the Investment Company Act of 1940, 15

U.S.C. § 80a-3(a), or would have been an investment company under that provision but for the

exclusion provided from that definition under either Section 3(c)(1) or Section 3(c)(7) of the

Investment Company Act of 1940, 15 U.S.C. § 80a-3(c)(1) & (7).

170. By engaging in the acts and conduct alleged in this Amended Complaint, AIML

and Naqvi, while acting as investment advisers to APEF IV and the Abraaj Health Fund, which

were pooled investment vehicles, by use of the means and instrumentalities of interstate

commerce and of the mails, (1) made untrue statements of material fact and omitted to state

material facts necessary to make statements made, in the light of the circumstances under which

they were made, not misleading, to investors and prospective investors in the pooled investment

vehicles; and (2) engaged in acts, practices, and courses of business that were fraudulent,

deceptive, and manipulative with respect to investors and prospective investors in pooled

investment vehicles.

171. By reason of the foregoing, AIML and Naqvi have violated, and unless enjoined

will again violate, Section 206(4) of the Advisers Act, 15 U.S.C. § 80b-6(4), and Rule 206(4)-

8(a) thereunder, 17 C.F.R. § 275.206(4)-8(a).

49

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that this Court issue a Final

Judgment:

I.

 Finding that Defendants each violated the Federal securities laws and rules promulgated

thereunder as alleged against them in this Amended Complaint.

II.

 Permanently enjoining Defendants and their agents, servants, employees and attorneys

and all persons in active concert or participation with them who receive actual notice of the

injunction by personal service or otherwise, and each of them, directly or indirectly, from

committing future violations of Section 206(1), (2), and (4) of the Advisers Act, 15 U.S.C. §§

80b-6(1), (2), & (4), and Rule 206(4)-8(b) thereunder, 17 C.F.R. § 275.206(4)-8(b).

III.

 Ordering Defendants to disgorge all ill-gotten gains, with prejudgment interest, as a result

of the conduct alleged in this Amended Complaint.

IV.

 Ordering Defendants to pay civil monetary penalties pursuant to Section 209(e) o the

Advisers Act, 5 U.S.C. § 80b-209(e).

V.

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

50

Dated:   August 16, 2019   Respectfully submitted,

        s/ Jan M. Folena
        Jan M. Folena (admitted pro hac vice)

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
100 F St., NE
Washington, DC 20549-5985
(202) 551-4738
[email protected]

Matthew F. Scarlato (admitted pro hac vice)
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
100 F St., NE
Washington, DC 20549-5985
(202) 551-3749
[email protected]

OF COUNSEL:

C. Dabney O’Riordan
SECURITIES AND EXCHANGE
COMMISSION
444 South Flower St., Suite 900
Los Angeles, CA  90071

David A. Becker
David A. Neuman
SECURITIES AND EXCHANGE
COMMISSION
100 F St., NE
Washington, D.C. 20549-5985

1 
 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 
 
SECURITIES AND EXCHANGE 
COMMISSION, 

                                       Plaintiff, 

                  v. 

ABRAAJ INVESTMENT 
MANAGEMENT LIMITED, and ARIF 
NAQVI, 

                                      Defendants.  

 

 

No. 19-cv-3244-AJN 

AMENDED COMPLAINT  

JURY TRIAL DEMANDED  

 

 

Plaintiff Securities and Exchange Commission (the “Commission”), for its Amended 

Complaint against Abraaj Investment Management Limited (“AIML”) and Arif Naqvi (“Naqvi”) 

(collectively “Defendants”), alleges as follows: 

SUMMARY OF ALLEGATIONS 
 

1. AIML, an investment adviser operating in Dubai, United Arab Emirates (“UAE”), 

and its founder, Naqvi, defrauded two private funds they advised – Abraaj Private Equity Fund 

IV (“APEF IV”) and the Abraaj Growth Markets Health Fund (“Abraaj Health Fund”) 

(collectively “the Funds”) – and their United States-based limited partners-investors, by 

misappropriating over $400 million of the Funds’ money from at least June 2015 until at least 

June 2018 (“Relevant Period”).  While AIML and Naqvi falsely reported to APEF IV, the Abraaj 

Health Fund, and their United States-based limited partners-investors that their money would be 

invested in the securities of portfolio companies over a range of industries in emerging markets, 

AIML and Naqvi misappropriated the money to cover cash shortfalls and remediate insolvency 

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at AIML and its parent company, Abraaj Holdings, a separate entity that Naqvi largely owned 

and controlled.  

2. During the Relevant Period, AIML sent drawdown notices totaling hundreds of 

millions of dollars to, among others, the Funds’ United States-based limited partners-investors 

that identified specific investments that AIML was going to make on behalf of the Funds.  In 

response to the notices, the United States-based limited partners-investors of APEF IV and the 

Abraaj Health Fund transferred cash to foreign bank accounts in the name of entities owned and 

controlled by the Funds.   

3. Under Naqvi’s observation, supervision, direction, and authorization, AIML 

transferred these cash deposits to the accounts of AIML and Abraaj Holdings and commingled 

the cash from both Funds with cash from other Abraaj Group funds, AIML, and Abraaj 

Holdings.  Under Naqvi’s observation, supervision, direction, and authorization, AIML then used 

these accounts, and the large pool of cash they held, as a central treasury to make some 

investments for the funds, but frequently to pay the expenses of AIML and Abraaj Holdings to 

keep those entities from collapsing.  AIML also transferred large sums of money from its 

accounts to Naqvi and entities that he controlled for his personal use in excess of compensation 

to which he was entitled.   

4. Similarly during the Relevant Period, under Naqvi’s observation, supervision, 

direction, and authorization, AIML sold the security interests of certain portfolio companies of 

APEF IV, but delayed payment to the fund’s United States-based limited partners-investors so it 

could use the proceeds of these sales to cover the mounting expenses at AIML and Abraaj 

Holdings, keeping them solvent at the expense of the Funds and their limited partners-investors.  

Naqvi also improperly used these misappropriated funds for his personal use.  

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5.   AIML and Naqvi, assisted by other Abraaj Group executives acting at Naqvi’s 

direction, concealed the misappropriation from APEF IV, the Abraaj Health Fund, and United 

States-based limited partners-investors.  Naqvi and others designed, approved, and falsified fund 

financial statements and, among other things, used short-term loans to increase cash balances for 

year-end accounting purposes to hide the massive, ongoing misappropriation they were running 

to keep AIML and Abraaj Holdings solvent.   

6. Finally, Naqvi and other AIML employees working under Naqvi’s observation, 

supervision, authorization, and direction, made materially misleading statements to APEF IV, the 

Abraaj Health Fund, and United States-based limited partners-investors about the use of the 

Funds’ money to cover up their misappropriations of hundreds of millions of dollars that 

belonged to the Funds and their limited partners-investors.  

7. Defendants’ misappropriations, materially false statements, omissions, and related 

deceptive acts violated the anti-fraud provisions of the Investment Advisers Act of 1940 

(“Advisers Act”), 15 U.S.C. §§ 80b-1-21, and Rule 206(4)-8(b), 17 C.F.R. § 275.206(4)-8(b).  

The Commission respectfully requests, among other things, that the Court enjoin Defendants 

from committing further violations of the Federal securities laws alleged in this Amended 

Complaint, and order Defendants to pay disgorgement, plus prejudgment interest, and a 

monetary penalty based upon these violations. 

JURISDICTION AND VENUE 

8. The Court possesses jurisdiction over this action pursuant to Sections 209(d)-(e), 

and 214(b) of the Advisers Act, 15 U.S.C. §§ 80b-9(d)-(e), & 80b-14(b).   

9. Venue lies in this District pursuant to Section 214 of the Advisers Act, 15 U.S.C. 

§ 80b-14, because certain of the acts and transactions constituting the violations alleged herein 

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occurred within the Southern District of New York and because Defendants transacted business 

in this District.  Among other things, the Investor Relations Office that supported AIML, APEF 

IV, and the Abraaj Health Fund activities in the United States was located in this District, as well 

as at least five limited partners-investors.   

10. In connection with the unlawful conduct alleged in this Amended Complaint, 

Defendants solicited and sold limited partnership interests in APEF IV and the Abraaj Health 

Fund to United States investors with whom Defendants maintained regular communication by 

providing, for example, false or materially misleading audited financial statements and Quarterly 

Reports.  United States investors were limited partners in the Funds.  These United States-based 

limited partners-investors transmitted capital contributions to foreign bank accounts of APEF IV 

and the Abraaj Health Fund from bank accounts they had in the United States and/or through 

correspondent banks in the United States, including banks in this District.  For the Abraaj Health 

Fund, United States-based limited partners-investors were members of the Limited Partner 

Advisory Committee (“LPAC”) and attended committee meetings during the Relevant Period, 

including at least one LPAC meeting that occurred in this District.  Defendants’ unlawful 

conduct had a foreseeable substantial effect within the United States because the deceptive acts 

involved substantial sums of money contributed by United States-based limited partners-

investors, and Defendants transmitted misleading information to limited partners-investors in the 

United States.  Further, Defendants made use of the means or instrumentalities of interstate 

commerce, and made use of the means or instruments of transportation or communication in 

interstate commerce, and of the mails.     

11. Naqvi and others at AIML working at Naqvi’s observation, supervision, 

authorization, and direction, frequently solicited and sold limited partnership interests to APEF 

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IV, the Abraaj Health Fund, and other Abraaj Group private funds to numerous investors located 

in the United States, including in this District. 

12. For example, in or around June 2014, AIML sold a portion of Abraaj Holdings’ 

limited partnership interests in APEF IV to a United States investor who was represented by an 

advisory firm located in this District (“U.S. Advisory Firm”).  The U.S. Advisory Firm signed 

the transactional documents for this limited partner interest in this District.  

13. A United States governmental entity committed an additional $150 million debt 

investment (“U.S. Governmental Entity”) to the Abraaj Health Fund in August 2017.  The 

Finance Agreement between the U.S. Governmental Entity and the Abraaj Health Fund General 

Partner was governed by the laws of New York. It further provided the U.S. Governmental 

Entity with the right to enforce the Finance Agreement in, among other United States 

jurisdictions, any state or Federal court in New York, and the Abraaj Health Fund General 

Partner and AIML agreed to waive any defenses to venue and to consent to jurisdiction of those 

courts.  The Finance Agreement also required Abraaj Health Fund General Partner and AIML to 

designate an agent for service of process in New York, among other United States jurisdictions. 

14. In addition, Naqvi attended several meetings in this District to discuss the Abraaj 

Group’s investment activities and to meet with investors.  Naqvi and the Abraaj Group hosted 

many of these meetings.  For example, in December 2016, the Abraaj Group held an “Abraaj 

Growth Markets Forum” in this District, in which Naqvi and other AIML employees attended 

and discussed emerging markets opportunities.  Numerous United States investors attended, 

including one limited partner-investor in APEF IV.  In addition, in September 2017, the Abraaj 

Group hosted a “Scaling Impact Investing” forum in this District in which Naqvi participated.  

During that forum, the Abraaj Group signed a memorandum of understanding with an 

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international charitable federation with an office in this District (“Charitable Federation”) that 

established a partnership between the Abraaj Health Fund and the Charitable Federation to 

provide health care-related education and to establish methods for increased patient access to 

hospitals owned by the Abraaj Health Fund.  AIML advertised this partnership in its Quarterly 

Reports that it sent to its limited partners-investors in the Abraaj Health Fund. 

15. In 2017 and 2018, Naqvi and AIML also held numerous due diligence meetings 

with potential U.S. investors in this District to pitch its latest private fund, called the Abraaj 

Private Equity Fund VI (“APEF VI”), and they received commitments from numerous United 

States-based investors, including investors located in this District.   

16. Naqvi also made numerous telephone calls and sent emails to United States 

investors, including those in this District, in furtherance of Naqvi’s and AIML’s investment 

adviser activities.  In April 2017, for example, Naqvi exchanged emails with the representative 

of a large financial services firm located in this District (“U.S. Financial Services Firm”) 

concerning their work together on APEF VI, and Naqvi stated, “thank you so much for all your 

support as well, and the partnership you have shown.  We value our relationship, and I will make 

sure the whole Firm is there to support your team’s efforts; let[‘]s have a massive success!”  

DEFENDANTS 

17. AIML, an exempt reporting investment adviser with the Commission, is a UAE-

based and Cayman Islands-incorporated exempted, limited liability company, and wholly owned 

subsidiary of Abraaj Holdings.  During the Relevant Period, AIML was the Investment Adviser 

and Manager to, among other private funds, APEF IV and the Abraaj Health Fund.  Until at least 

April 2018, Naqvi was a member of its Board of Directors.  During the Relevant Period, AIML 

received substantial compensation for its investment adviser services to APEF IV and the Abraaj 

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Health Fund.  AIML voluntarily declared bankruptcy and entered liquidation proceedings in or 

around June 2018, in the Grand Court of the Cayman Islands.  

18. Naqvi, age 59, is a Pakistani national.  He is the founder and largest owner of 

Abraaj Holdings, which is the sole owner of AIML.  Naqvi headed, ran, and operated Abraaj 

Holdings, AIML, APEF IV, and the Abraaj Health Fund.  During the Relevant Period, he was an 

investment adviser to, among other funds, APEF IV and the Abraaj Health Fund.  During the 

Relevant Period, Naqvi received substantial compensation for his investment adviser services to 

APEF IV and the Abraaj Health Fund.   

RELEVANT ENTITIES 

19. Abraaj Group was the informal name for a large group of related entities 

consisting of private funds, their general partners, investment advisers, and other entities that 

Naqvi founded in 2002, and included Abraaj Holdings and AIML.  As of 2018, the Abraaj Group 

reportedly managed over $13 billion in numerous funds that were typically structured as limited 

partnerships.   

20. Abraaj Holdings is a UAE-based, Cayman Islands-incorporated exempted 

limited liability company that Naqvi founded in 2002.  Naqvi was its largest owner, CEO, and a 

member of its Board of Directors.  Furthermore, Abraaj Holdings’ Memorandum and Articles of 

Association provided that Naqvi had “full power and authority in operating [Abraaj Holdings] 

and shall have full authority to take all day-to-day decisions for the running and operation of 

[Abraaj Holdings].”  Abraaj Holdings served as the Abraaj Group’s top-level holding company 

and owned numerous entities, including AIML, other investment adviser entities, and certain 

private funds’ general partners.  Abraaj Holdings also held limited partnership interests in Abraaj 

Group-managed funds, and portions of some of the funds’ investment portfolio companies.  

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Abraaj Holdings voluntarily declared bankruptcy and entered liquidation proceedings in or 

around June 2018, in the Grand Court of the Cayman Islands.  

21. APEF IV is a private fund formed in 2008 as an exempt limited partnership in the 

Cayman Islands under the name Abraaj Buyout Fund IV, which was changed to APEF IV in 

2012.  The fund was organized to invest in the securities of portfolio companies across a variety 

of industries primarily in the Middle East, North Africa, and South Asia, also known as the 

MENASA region.  APEF IV’s first investor closing date was on October 1, 2008, with a total 

commitment of $1.59 billion from investors who became limited partners of the fund.  By 

September 2015, APEF IV had at least four United States investors who had become limited 

partners of the fund, including one investment management company based in this District.  

APEF IV also added additional United States investors as limited partners in 2016.  AIML 

owned and controlled the fund’s general partner (“APEF IV General Partner”).  AIML and 

Naqvi served as the fund’s investment advisers during the Relevant Period. 

22. Abraaj Health Fund is a private fund formed in 2015 as an exempt limited 

partnership in the Cayman Islands.  The fund was organized to invest in businesses operating in 

the healthcare and related sectors in emerging markets  The Abraaj Health Fund’s first investor 

closing date was on September 30, 2015, and its final close was on July 31, 2016, with a total 

commitment of $850 million from investors who became limited partners in the fund.  The 

Abraaj Health Fund’s largest investor was based in this District, and other United States-based 

investors were among the limited partners, including a large charitable foundation (“U.S. 

Charitable Foundation”) and several other charitable organizations.  On August 18, 2017, the 

U.S. Governmental Entity committed an additional $150 million debt investment through a 

Finance Agreement.  AIML owned and controlled the fund’s general partner (“Abraaj Health 

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Fund General Partner”).  AIML and Naqvi served as the Abraaj Health Fund’s investment 

advisers during the Relevant Period.  In Form D filings with the Commission, the Abraaj Health 

Fund claimed it was exempted from registration with the Commission because it was a pooled 

investment vehicle excluded from the definition of an “investment company” in the Investment 

Company Act of 1940, 15 U.S.C. §§ 80a-1-64, pursuant to Sections 3(c)(1) and 3(c)(7) of the 

Act, 15 U.S.C. § 80a-3(c)(1) & (7).  

FACTUAL ALLEGATIONS 

I. AIML And Naqvi Were Investment Advisers Who Owed Fiduciary Duties To APEF 
IV And The Abraaj Health Fund 
 
23. APEF IV and the Abraaj Health Fund were primarily engaged in, and held 

themselves out as being primarily engaged in, and proposed to engage themselves primarily in 

the business of investing, reinvesting, and/or trading in securities.   

24. According to the APEF IV private placement memorandum (“APEF IV PPM”), 

APEF IV would “make investments in buy-outs, growth capital opportunities, greenfield projects 

and privatisations,” and it expected to structure investments “through various means, including 

but not limited to the acquisition, sale and disposal of shares, debentures, warrants and other 

securities or interests.”  Similarly, the APEF IV limited partnership deed (“APEF IV LPD”) 

stated that APEF IV investments “will be in the nature of buy-outs (whether or not such buyouts 

result in a controlling interest), growth capital opportunities, greenfield projects and 

privatisations.  Investments may be made in the securities of listed companies where a strategic 

minority stake is being acquired.”   

25. APEF IV had an investment period of eight years from the first closing date, 

subject to early termination and extensions under certain circumstances.  Upon termination, the 

fund’s assets were to be realized and distributed in accordance with the APEF IV LPD.   

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26. According to the Abraaj Heath Fund private placement memorandum (“Abraaj 

Health Fund PPM”), the fund would “make a combination of control and minority investments in 

a mix of existing and new businesses in healthcare and related sectors.”  Similarly, the Abraaj 

Health Fund limited partnership agreement (“HFLPA”) stated that the “purpose of [the Abraaj 

Health Fund] is to carry on the business of an investor investing in a combination of control and 

minority investments in existing businesses and new businesses in the healthcare and related 

sectors and in particular but without limitation to identify, research, negotiate, make and monitor 

the progress of and sell, realize, exchange or distribute investments which shall include but shall 

not be limited to the purchase, subscription, acquisition, sale and disposal of shares, debentures, 

convertible loan stock and other securities, and the making of loans whether secured or 

unsecured to such companies in connection with equity and equity equivalent or related 

investments.”  

27. The Abraaj Health Fund had an investment period of 10 years from the first 

closing date, subject to early termination and extensions under certain circumstances.  Upon 

termination, the fund’s assets were to be realized and distributed in accordance with the HFLPA.   

28. AIML and Naqvi were the managers and investment advisers to APEF IV and the 

Abraaj Health Fund.  AIML and Naqvi advised the Funds as to the securities of the specific 

portfolio companies to target, the value of those securities, and the advisability of investing in, 

purchasing, and selling the securities of such portfolio companies.  AIML and Naqvi controlled 

the purchase and sale of the securities of the portfolio companies held by APEF IV and the 

Abraaj Health Fund.   

29. The APEF IV LPD identified Naqvi as one of 10 “Key Investment Executives,” 

and provided that, if less than 50 percent of the Key Investment Executives did not devote 

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“substantially all their business time to the business of” AIML, it could trigger a suspension of 

the fund’s investment period.      

30. Similarly, the HFLPA identified Naqvi as a “Key Person,” and provided that a 

suspension of the fund’s investment period would automatically occur if, among other things, 

Naqvi and one of three other AIML executives did not “devote substantially all of their business 

time . . . to the affairs of the Partnership,” or, alternatively, if Naqvi “ceas[ed] to oversee the 

Fund’s strategy, investments and divestments,” along with one other fund executive.  In addition, 

the Abraaj Health PPM stated that Naqvi was the “Head of the Fund” who “led the design of the 

[Fund] concept and the strategy and business plan,” and was one of two senior executives 

responsible for “overseeing the Fund’s activities.”  

31. Throughout the Relevant Period, AIML and Naqvi made investment decisions for 

both APEF IV and the Abraaj Heath Fund through a committee called the Global Investment 

Committee (“GIC”).  The GIC evaluated and recommended securities investment opportunities 

to the Abraaj Group’s private funds, including APEF IV and the Abraaj Health Fund, made the 

decision on behalf of the funds as to whether and when to invest in securities, monitored the 

performance of their investments, and, when appropriate, developed and recommended 

disposition strategies for the sales of the funds’ securities.  The GIC was a committee of up to 

seven members, five of which were permanent.  Naqvi was the GIC’s Chairman throughout the 

Relevant Period.  The GIC’s investment decisions required a unanimous vote, but Naqvi, as 

Chairman, had veto power and also could override one dissenting vote.    

32. AIML and Naqvi received compensation for their investment adviser services to, 

among other funds, APEF IV and the Abraaj Heath Fund.  For example, in 2015, Naqvi received 

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$3.75 million as a base salary and an over $50 million bonus, and in 2016, Naqvi received a base 

salary of $5.5 million and an over $14 million bonus for his investment adviser services.  

33. As APEF IV’s and the Abraaj Health Fund’s investment advisers, AIML and 

Naqvi owed fiduciary duties to the Funds. 

II. AIML And Naqvi Misappropriated The Funds’ Assets To Manage Insolvency At 
AIML And Abraaj Holdings 
 
34. By at least June 2015 and continuing until Abraaj Holdings and AIML entered 

into liquidation proceedings in the Cayman Islands in 2018, the entities were insolvent, lacking 

the legitimate income to cover basic business expenses such as employee salaries and other 

operating costs.  During this time, Naqvi and others at AIML working under Naqvi’s 

observation, supervision, authorization, and direction, transferred and used hundreds of millions 

of dollars of investor money from at least two private funds under their management – APEF IV 

and the Abraaj Health Fund – to meet these cash shortfalls and temporarily remediate the 

insolvency. 

35. By at least June 2015, high-ranking executives of the Abraaj Group that were 

loyal to and supported Naqvi provided at least monthly updates to him by email regarding 

AIML’s and Abraaj Holding’s cash balance deficits.   

36. For example, on June 5, 2015, an Abraaj Group executive emailed Naqvi the 

Abraaj Group’s cash requirements, and projected that the Abraaj Group would have a cash 

shortfall of $168 million by the end of June. 

37. During the Relevant Period, AIML sent several drawdown notices totaling 

hundreds of millions of dollars to APEF IV’s and the Abraaj Health Fund’s limited partners-

investors that identified specific securities investments that AIML was going to make on behalf 

of the Funds.  In response to the notices, the United States-based limited partners-investors of 

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APEF IV and the Abraaj Health Fund transferred cash from United States bank accounts and/or 

through correspondent bank accounts, including in this District, to foreign bank accounts in the 

name of entities owned and controlled by the Funds.   

38. Under Naqvi’s observation, supervision, direction, and authorization, AIML 

transferred these limited partners-investors’ cash deposits to accounts in the name of AIML and 

Abraaj Holdings and commingled the cash from both Funds with its own cash and with cash 

from other Abraaj Group funds and third-party sources.  Under Naqvi’s observation, supervision, 

direction, and authorization, AIML then used AIML’s and Abraaj Holding’s accounts, and the 

large, commingled pool of cash they held, as a central treasury to make some investments for the 

Funds, but frequently to pay the expenses of AIML and Abraaj Holdings to keep those entities 

from collapsing.  AIML also transferred large sums of money from its accounts to Naqvi and 

entities that he controlled, in excess of the compensation to which he was entitled.  Since at least 

June 2015 – as a result of these practices – AIML and Abraaj Holdings were in constant debt to 

the Funds that AIML and Naqvi managed – often totaling in the hundreds of millions of dollars.   

39. Similarly during the Relevant Period, under Naqvi’s observation, supervision, 

direction, and authorization, AIML sold the security interests of certain portfolio companies of 

APEF IV, but delayed payment to the fund’s limited partners-investors so it could use the 

proceeds of these sales to cover the mounting expenses at AIML and Abraaj Holdings, thereby 

keeping them solvent.  

40.   At each fiscal year-end, Naqvi, assisted by other Abraaj Group executives 

working under his observation, supervision, authorization, and direction, worked to conceal that 

Naqvi and AIML were misappropriating large amounts of cash from the limited partners-

investors of APEF IV and the Abraaj Health Fund to cover business expenses and debt 

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obligations for AIML and Abraaj Holdings, as well as the transfers that went to Naqvi and 

entities that he controlled.  Naqvi and others designed, approved, and falsified fund financial 

statements and quarterly reports, and used short-term loans to increase cash balances for year-

end accounting purposes to make it appear as though the funds’ cash had been used appropriately 

and hide the massive, ongoing misappropriations to keep AIML and Abraaj Holdings solvent.  

41. Finally, Naqvi and others at AIML working under his observation, supervision, 

authorization, and direction, lied to APEF IV, the Abraaj Health Fund, and the Funds’ limited 

partners-investors about their use of the Funds’ money, making materially misleading statements 

about their use of funds to cover-up the fact that they had misappropriated hundreds of millions 

of dollars from the Funds. 

A. AIML And Naqvi Misappropriated At Least $250 Million From APEF IV 
 

42.  APEF IV was a private fund formed in 2008, under the name Abraaj Buyout 

Fund IV, as a limited partnership managed by AIML and Naqvi. 

43.  According to the APEF IV Private Placement Memorandum (“PPM”), the fund 

was formed to make investments primarily in the securities of portfolio companies in the Middle 

East, North Africa, and South Asia, also known as the MENASA region.  These portfolio 

companies operated primarily in, among other industries, the construction, infrastructure, oil and 

gas, power, and pharmaceutical sectors, which were areas that Naqvi believed were most likely 

to experience significant growth in the emerging markets of MENASA.   

44. The APEF IV PPM and LPD provided that the fund sought “to make investments 

in buy-outs, growth capital opportunities, greenfield projects and privatisations” and it expected 

to structure investments “through various means, including but not limited to the acquisition, sale 

and disposal of shares, debentures, warrants and other securities or interests.”  The APEF IV 

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PPM further stated that it expected the fund to make 10 to 15 investments that would be realized 

in three to five years. 

45. According to the APEF IV Management Agreement between the APEF IV 

General Partner and AIML, AIML was authorized to manage the business, affairs, and assets of 

the partnership, but it was required to comply with the terms of the PPM and LPD and was 

prohibited from taking any action that “might be reasonably considered likely to prejudice” the 

business or reputation of APEF IV.  AIML was strictly prohibited from holding “the money of 

[APEF IV] in its own account,” and was required to pay distributions “as soon as practicable 

direct[ly] to [APEF IV’s] bank accounts without passing through any account in the name of” 

AIML.  In accordance with these directives, AIML was only entitled to (i) draw down limited 

partner capital commitments to make specific investments for the fund; and (ii) receive an 

adviser or management fee not to exceed 2% of investor commitments to the fund until the end 

of the Commitment period, followed by 2% of the acquisition cost of the fund’s investments. 

46. A team of investment and operating professionals led by Naqvi were responsible 

for overseeing all stages of APEF IV’s investments, including, but not limited to, “deal 

origination,” deal “structuring,” “ensuring the attainment of the business plan during the life of 

the investments,” and “exit management.” 

47. Naqvi had signatory authority on all APEF IV and AIML bank accounts.  

Pursuant to this authority, Naqvi was a required signatory on all transfers in excess of $25 

million from APEF IV bank accounts until February 2017, when it was increased to $75 million.  

Naqvi was a signatory for AIML bank accounts for transfers in excess of $25 million or $75 

million, depending on the account, until March 2017, when it was increased to $75 million for all 

AIML bank accounts.  

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1. In 2015, AIML And Naqvi Misappropriated Over $94 Million From 
APEF IV, Including For Naqvi’s Personal Use 

 
48. On September 21, 2015, AIML issued a drawdown notice to the APEF IV limited 

partners-investors requesting $238.5 million to be paid no later than October 5, 2015.  According 

to the drawdown notice, AIML claimed that it would use the money to purchase security 

interests in two new investments, and four follow-on investments. 

49. AIML issued the drawdown notice to several United States-based limited partner-

investors, including the U.S. Advisory Firm and another that was managed by an investment 

management firm (“U.S. Management Firm”) located in this District.  On October 5, 2015, the 

U.S. Advisory Firm and the U.S. Management Firm transferred the requested funds from bank 

accounts located in this District to a foreign APEF IV bank account. 

50. In total, from September through December 2015, the APEF IV limited partners-

investors that received the drawdown notice deposited approximately $150 million into an APEF 

IV bank account. 

51. AIML commingled these APEF IV funds with other Abraaj Group money into a 

central treasury that it used, among other things, to cover cash shortfalls at AIML and Abraaj 

Holdings. 

52. Naqvi knew, authorized, and directed this use of funds.  For example, on October 

26, 2015, an Abraaj Group finance employee (“Finance Employee”) emailed Naqvi concerning 

the Abraaj Group’s existing cash positions and its use of APEF IV drawdown funds.  The 

Finance Employee noted, among other things, that AIML had already transferred $67.75 million 

of the APEF IV drawdown proceeds to itself, and used another $27.18 million for APEF IV 

deals.  He also projected that AIML would take another $23 million from APEF IV by the end of 

the month.   

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53. In all, bank records reflect that, between September and December 14, 2015, 

AIML transferred approximately $94.7 million, almost 40 percent of the total amount requested 

in the drawdown notice, in several transmissions, from an APEF IV bank account to its own 

bank account. 

54. Of this money, AIML transferred $48.9 million to six other Abraaj Group private 

funds, including the Infrastructure & Growth Capital Fund (“IGCF”), $28 million to pay Abraaj 

Group expenses not related to APEF IV (including loan repayments and payroll), $12.4 million 

to different satellite Abraaj Group offices for unknown purposes (but not returned to APEF IV), 

and $5.4 million directly to Naqvi and an entity he owned and controlled, Silverline Holdings 

Limited (“Silverline”). 

55. None of the transfers of APEF IV investor funds alleged above were authorized 

by APEF IV’s LPD, or otherwise consisted of legitimate compensation that APEF IV owed to 

AIML or Naqvi.   

56. In addition, AIML did not disclose to the fund or its limited partner-investors that 

the $94.7 million was not used to purchase securities in the portfolio companies identified in the 

drawdown notice, but was transferred to AIML to cover the Abraaj Group’s liquidity needs.  

Rather, in APEF IV’s Report of the General Partner for the quarter ending December 31, 2015, 

AIML claimed to have received only $6 million in fees and no expenses during that quarter.    

2. Starting In December 2015, AIML And Naqvi Misappropriated 
Proceeds From The Sale Of An APEF IV Portfolio Company 

 
57. In late 2015, AIML arranged to sell its securities in one of APEF IV’s existing 

portfolio companies (“APEF IV Company A”) for approximately $330 million. 

58. On December 30, 2015, an APEF IV bank account received approximately $135 

million as an initial payment of the proceeds from the sale of the securities of APEF IV 

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Company A, of which APEF IV was entitled to $116.9 million, after payment owed to a co-

investor.  AIML did not maintain those funds for the benefit of APEF IV or its limited partners-

investors.  Rather, the same day, AIML transferred the entire $135 million from an APEF IV 

bank account to an AIML bank account, and, by the next day, transferred $97.5 million of those 

funds to an IGCF bank account in several transfers, one of which was for over $92 million. 

59.   As a required signatory for the APEF IV and AIML bank accounts for transfers 

of at least $25 and $75 million, respectively, at that time, Naqvi approved the $135 million and 

$92 million transfers alleged in the preceding paragraph. 

60. Between December 31, 2015, and January 4, 2016, AIML used approximately 

$64.9 million of the APEF IV investor funds to repay IGCF limited partners-investors for an 

outstanding distribution AIML had not yet paid to IGCF from the sale of an IGCF portfolio 

company that occurred by May 2015.  AIML then transferred the remaining APEF IV funds, 

totaling $29.5 million, from an IGCF bank account back to an AIML bank account.  

61. On February 11, 2016, the buyer of the securities of APEF IV Company A 

transferred the remaining proceeds from the sale of the securities of APEF IV Company A to an 

APEF IV bank account.  The fund was entitled to approximately $195 million of these proceeds. 

62. Despite having received more than $300 million from the sale of the securities of 

APEF IV Company A by February 11, 2016, Abraaj Group employees informed Naqvi that the 

Abraaj Group did not have the money to fund upcoming obligations for APEF IV investments.  

On February 14, 2016, the Abraaj Group’s Director of Finance (“Finance Director”) emailed 

Naqvi, copying the Abraaj Group’s Head of Finance and Operations (“Finance Head”), the 

AIML’s CEO of Private Equity (“Private Equity CEO”), and the Finance Employee regarding 

the Abraaj Group’s cash flow positions.  Among the Finance Director’s “key points” was that the 

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Abraaj Group was expected to have a $104.74 million negative cash balance at the end of 

February “mainly due to projected payments” for APEF IV investments, and that additional 

APEF IV investments in March 2016 would increase this negative balance to more than $297 

million.  He then stated, “We will not have funds in March to meet various day to day 

obligation[s] in the absence of any receipts.”  The Finance Director further noted, “We are not 

currently in a position to fund all of the above APEF IV deals,” and asked for Naqvi’s advice on 

how to proceed, as Naqvi had already approved the outstanding APEF IV investments. 

63. In his February 14, 2016 email, the Finance Director further noted that Abraaj 

Holdings owed APEF IV another almost $30 million because Abraaj Holdings – also an APEF 

IV limited partner – had not paid its share of the October 2015 drawdown, and because certain 

proceeds from the sale of the securities of APEF IV Company A were “transferred to AIML.” 

64. On February 24, 2016, the Finance Director emailed Naqvi, copying the Finance 

Head, Private Equity CEO, and the Finance Employee, to update them on Abraaj Group’s cash 

flow situation.  The Finance Director stated that Abraaj Group is “barely managing to cover 

February payroll and will not have funds in March to meet ongoing expenses in the absence of 

any receipts.”  As for APEF IV, the Finance Director noted that they had received a request that 

day from AIML employees to fund $50 million for APEF IV investments, and that, in total, 

Abraaj Holdings would need $85 million to fund APEF IV investments in the near future, but 

“with current balance available [it] is not possible.” 

65. Naqvi also directed AIML to use APEF IV money to pay his personal expenses, 

despite the fact that APEF IV was already short on cash to fund its investments.  On February 27, 

2016, the Finance Director emailed Naqvi concerning the funding of $2.4 million for Naqvi’s 

charitable organization, the Aman Foundation, and two other entities Naqvi owned and 

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controlled, noting that the Abraaj Group’s central treasury had $4.5 million available, but needed 

the money for other Abraaj Group expenses.  The Finance Director then said, “Please advise.”  

Naqvi responded, “We can’t pull some cash from APEF [IV]?”  The Finance Director responded 

that, after making payments related to two APEF IV portfolio companies, APEF IV would have 

about $22 million in its bank accounts.  He further reminded to Naqvi that the GIC had approved 

the use of that money to pay for APEF IV portfolio companies, but that they could use that 

money for Naqvi’s personal expenses “[i]f we can delay” sending those approved funds to the 

portfolio companies.  

66. On March 3, 2016, the Finance Director again emailed Naqvi, copying the 

Finance Head, Private Equity CEO, and the Finance Employee, concerning Abraaj Group’s cash 

position.  He projected that the Abraaj Group would have an over $23 million negative cash 

balance at the end of the month, and noted that they had “borrowed an additional $8 million from 

APEF IV.” 

67.   Four days after Naqvi suggested it, on March 6, 2016, AIML transferred $8 

million from an APEF IV bank account to an AIML bank account.  This transfer was in addition 

to the management fees and expense reimbursements to which AIML was entitled. 

68. On March 13, 2016, the Finance Director further updated Naqvi, copying the 

Finance Head, Private Equity CEO, and the Finance Employee, concerning the Abraaj Group’s 

cash flow.  He projected they would have a negative balance of $18.15 million by the end of the 

month, and that “[w]e are barely managing to cover expenses and various obligations till 18 

March.”  He also emailed an updated chart of APEF IV’s cash flow, which noted that they had 

transferred $219 million to AIML. 

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69. On March 3 and 22, 2016, Silverline received a total of $2.25 million from 

AIML’s bank account, using APEF IV cash commingled with other Abraaj Group money.  These 

funds did not consist of compensation to which Naqvi was entitled.  

70. On March 28, 2016, the Finance Director sent an updated cash flow analysis to 

Naqvi, copying the Finance Head, Private Equity CEO, and the Finance Employee, noting that 

the Abraaj Group would have an almost $20 million negative cash balance at the end of March, 

and cautioned, “[w]e will be able to survive the month only[] if we borrow $16m from APEF IV 

to cover” the non-APEF IV-related expenses, including Abraaj Group insurance payments and 

payments for a private jet. 

71. In accordance with this email, on March 31, 2016, AIML transferred another $16 

million to its own bank account from an APEF IV account.  

72. None of the transfers of APEF IV investor funds alleged above were authorized 

by APEF IV’s LPD or otherwise consisted of legitimate compensation APEF IV owed to AIML 

or Naqvi.  

73. In addition, none these transfers of APEF IV were reported to, or approved by, the 

fund or its limited-partner investors.  The Report of the General Partner for the quarter ending 

March 31, 2016, reported to APEF IV and its limited partners-investors that AIML received only 

$6 million in management fees and had no expenses during that quarter. 

3. Naqvi Directed AIML To Delay Paying Distributions To APEF IV 
Limited Partners And Approved A $47 Million Transfer Of APEF IV 
Cash To Cover Expenses Of AIML And Abraaj Holdings 

 
74. Between March 7 and 10, 2016, AIML sold the securities of another APEF IV 

portfolio company (“APEF IV Company B”), and the fund received $184.9 million from the 

sale. 

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75. In total, by March 11, 2016, AIML had received approximately $497 million in 

distributions from the sales of securities in APEF IV Companies A and B.  According to the 

APEF IV LPD, fund distributions had to be repaid “as soon as reasonably practicable after the 

relevant amounts become available for distribution, provided that the General Partner shall use 

reasonable efforts to distribute such Capital within 45 days after such amounts become available 

for distribution.” 

76. Despite this obligation, AIML, at Naqvi’s direction, delayed paying those 

distributions because the Abraaj Group needed the cash to cover its liquidity shortfalls.   

77. Certain APEF IV limited partners-investors, however, were aware of the recent 

sales at least due to public reporting on the transactions, and made several inquiries about the 

timing of their distributions.  For example, on March 17, 2016, a representative of the U.S. 

Advisory Firm based in this District emailed Naqvi for an update on when APEF IV would pay 

the distributions.  On March 20, 2016, Naqvi forwarded the U.S. Advisory Firm’s email to the 

Private Equity CEO, the Finance Director, and other Abraaj Group employees, noting, “I think 

we should start paying selectively to ward off noise.” 

78. Naqvi then devised a plan to delay APEF IV distribution payments to its limited 

partners-investors to enable AIML to maintain the funds for its own purposes.  On April 1, 2016, 

for example, Naqvi sent the Private Equity CEO, the Finance Director, and other AIML 

employees a proposed schedule drafted by the Finance Director detailing a plan to selectively 

pay limited partners-investors over the next three months, and Naqvi explained: 

 

 

 

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[p]lease see [the Finance Director’s] earlier schedule, with attached 
payment schedule for payments in order of importance, noise 
makers and those that will come back, with the latest being legacy 
investors and passive voices.  Will need to be managed quietly 
internally, and will probably have to have a small team comprising 
those here, [and others], with everything tightly controlled and 
nobody outside the loop knowing what is going on; as far as the 
rest of the Firm is concerned, all payments have been made.  Idea 
is to get up to date immediately with the first lot, then payments at 
end of April, [M]ay, June.  Do I have the allocation correct?  
 

79. Later that day, Naqvi again emailed the Private Equity CEO regarding Naqvi’s 

plan, requesting that the Private Equity CEO “focus on this.”  The Private Equity CEO 

responded, “[b]een following the trail and will do as it says but very difficult to keep it tight.  No 

choice though.  We have to do it.”  Naqvi then asked if his proposed breakdown of investor 

payments was correct, to which the Private Equity CEO responded, “Seems ok.  But the more we 

narrow the gap between first and last the less the chance of noise.”  

80. On April 4, 2016, Naqvi responded to the U.S. Advisory Firm’s question about 

APEF IV distributions, stating it would receive its distributions “April 15 latest; hence imminent. 

Cash all pretty much in, doing final tax and corporate sign offs.”  Naqvi failed to disclose, 

however, that he had already devised a plan to delay distributions to investors.  

81. In accordance with Naqvi’s plan, on April 15, 2016, AIML issued a distribution 

notice to certain APEF IV limited partners-investors, including several United States-based 

limited partners-investors, informing them that the fund had sold its security interests in APEF 

IV Companies A and B and was issuing a distribution.  However, pursuant to section 4.2(d) of 

the APEF IV LPD, AIML claimed that the fund would re-invest about $200 million for fees and 

expenses and to pay for several new investments.  Although it owed its limited partners-investors 

approximately $261 million in distributions, AIML, at Naqvi’s direction, distributed only 

approximately $91 million to select limited partners-investors in April 2016. 

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82.   By May 2016, however, AIML and Abraaj Holdings faced increasing liquidity 

problems that jeopardized its ability to repay APEF IV limited partners-investors even on 

Naqvi’s delayed schedule.  In a May 3, 2016 email, the Finance Head told Naqvi that, after 

“pushing all non-critical payments to June,” the Abraaj Group had a $27.39 million shortfall at 

the end of May, and if they used cash from APEF IV, “there will be only US $24m left for 

[APEF IV Company A and B] distribution against US $81m needed to pay the planned May 

tranche – a gap of US$57m.”  The Finance Head further noted that the Abraaj Group needed to 

make an additional $194 million in payments by June 2016, including another $59 million for 

that month’s planned distribution payments.  He stated that “[o]bviously, this must be on your 

mind but highlighting the critical timeline,” and suggested that they meet to discuss.  

83.   On May 10, 2016, the Finance Director informed Naqvi, the Private Equity 

CEO, and the Finance Head that Abraaj Holdings’ cash requirements for that month were $46.7 

million for various non-APEF IV-related expenses including payroll and loan repayments.  The 

Finance Director requested that Naqvi authorize a transfer of $47 million from APEF IV to cover 

those expenses. 

84. On May 11, 2016, Naqvi authorized the transfer of $47 million from an APEF IV 

bank account to an AIML bank account, and it was transferred the next day.  This consisted of 

funds AIML owed to APEF IV limited partners-investors as distributions, but Naqvi chose 

instead to use the money for the Abraaj Group.  

85. This transfer was not reported to the fund or its limited partner-investors.  In its 

Report of the General Partner for the quarter ending June 30, 2016, AIML reported to its limited 

partners-investors that it had received only $6 million in management fees and had no expenses 

during that quarter. 

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86. Ultimately, in May 2016, AIML made only approximately $10 million in 

distributions to a second wave of APEF IV’s limited partners-investors, including one based on 

the United States.  It still owed approximately $134 million in distributions to non-Abraaj 

Group-affiliated limited partners-investors, including over $9 million to a limited partner-

investor located in this District. 

4. AIML And Naqvi Concealed Their 2015 and 2016 Misappropriations 
From APEF IV Investors 

 
87. By the end of APEF IV’s fiscal year, June 30, 2016, AIML had misappropriated 

at least $197.6 million of the fund’s money and owed at least that amount to the fund by the 

fiscal year-end.  

88. APEF IV’s audited financial statements for the fiscal year ending June 30, 2016, 

(“2016 APEF IV Financials”) that were distributed to its limited partners-investors, including 

those based in the United States, did not report any receivable or other liability that Abraaj 

Holdings, AIML, or any other Abraaj Group entity owed to the fund, as a related party 

transaction or otherwise.  Rather, the 2016 APEF IV Financials reported that the fund had over 

$195 million in cash and cash equivalents in “call accounts with banks.”  In addition, the 2016 

APEF IV Financials noted that the fund faced some credit risk due to these call accounts, but 

stated that it was “limited because the counterparties are reputed banks with good credit ratings.”  

It also noted that there was little “concentration risk as the [$195 million in call accounts] are . . . 

with local branches of international banks.”   

89. The 2016 APEF IV Financials were false and misleading.  The over $195 million 

consisted of money that AIML had borrowed on a short-term basis from a non-United States 

publicly traded airline (“Airline”) – an IGCF portfolio company of which Naqvi was a board 

member.  AIML deposited this money in APEF IV’s account to mislead APEF IV’s auditor in 

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connection with the fund’s year-end audit, but had no intention of leaving it there, because it was 

owed back to the Airline in short order.  In fact, AIML returned the borrowed money to the 

Airline on July 5, 2016. 

90. As a required signatory for APEF IV bank accounts for transfers of at least $25 

million at that time, Naqvi approved the return of the more than $195 million from an APEF IV 

bank account to the Airline on July 5, 2016.  

91. Further, contrary to the disclosures in the 2016 APEF IV Financials, APEF IV 

faced substantial credit and concentration risk because the true nature of the $195 million that the 

fund was owed was a receivable from Abraaj Group entities, and the Abraaj Group had been 

experiencing a liquidity crisis for at least a year.  

5. AIML And Naqvi Continued To Misappropriate From APEF IV And 
Deceive Investors Regarding Distributions And Drawdowns 
Throughout 2016 And 2017 

 
92. At the start of the next fiscal year, July 1, 2016, AIML remained unable to pay its 

outstanding distributions to APEF IV, and AIML and Abraaj Holdings continued to experience 

cash shortfalls that Defendants remediated with misappropriated APEF IV limited partner-

investor funds.  On July 31, 2016, the Finance Director emailed Naqvi, the Private Equity CEO, 

Managing Partner, and other AIML employees another cash update.  He noted that the Abraaj 

Group would have a negative cash balance of $22.6 million on August 31, 2016, due to, in part, 

still-outstanding distributions owed to APEF IV and IGCF.  He stated that another Abraaj Group 

employee (“Abraaj Group Employee A”) was asking about these distributions because he “wants 

to communicate the date of distribution.  I suggest we tell him end October for both 

[distributions]?”  He further noted that almost $20 million in APEF IV distributions remained 

outstanding. 

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93. The Private Equity CEO responded later that day, “[i]f end of October is realistic 

date to communicate then we can try and manage accordingly.  Better to have a date we can meet 

even if stretched out then to delay again.”  Four minutes later, Naqvi replied, “Yes, Professor.  

While you are at it, it would be nice if you could pitch in and help with the various crises we 

have been dealing with non-stop.” 

94. Nonetheless, AIML’s Report of the General Partner for APEF IV for the quarter 

ending September 30, 2016, reported to the fund’s limited partner-investors, including several 

United States-based limited partners-investors, that APEF IV had received a total of $459.4 

million in distributions, including $261.2 million that AIML had distributed in accordance with 

the fund’s LPD.  It further noted that, among other things, AIML had made almost $168 million 

in distributions to limited partner-investors in June 2016.   

95. These statements were false.  AIML made only $2 million in distributions in June 

2016, and another $8.7 million in August 2016.  In total, by September 30, 2016, it had made 

only approximately $111 million in distributions. 

96. AIML continued to pay these distributions to APEF IV limited partners-investors 

throughout 2016.  In November and December 2016, Abraaj paid another $75 million to APEF 

IV’s limited partners-investors, including over $9 million to a limited partner-investor located in 

this District.  Even by the end of 2016, however, AIML owed APEF IV’s limited partners-

investors approximately $45 million in distributions. 

97. In addition, to further deceive APEF IV’s limited partners-investors, AIML 

intentionally withheld the fund’s Quarterly Reports to investors who had not receive the 

distributions to which they were entitled, to hide that AIML owed them distribution payments.  

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By October 2016, for example, AIML had still withheld two Quarterly Reports from at least 19 

APEF IV limited partners-investors.  

98. By early 2017, the Abraaj Group was still facing serious cash flow and liquidity 

problems, and AIML and Naqvi continued to remediate these issues by drawing down investor 

funds from APEF IV and using them to meet cash demands. 

99. On January 25, 2017, the Finance Director emailed Naqvi and another Abraaj 

Group Employee (“Abraaj Group Employee B”) regarding a proposed new APEF IV drawdown, 

stating “Boss, As discussed with you previously re APEF IV drawdown currently we have $320 

million undrawn, we can only drawdown $110” million, based on his assessment that three 

APEF IV investments would require the remaining $210 million.  And in analyzing APEF IV’s 

total needs, the Finance Director concluded that APEF IV would “have a cash shortfall of $22.8 

million,” which it could fund using income from another APEF IV investment, but that “unless 

deal size [is] reduce[d] there is no cash for [AIML’s management] fee in 2018.  Naqvi later 

replied that he didn’t “understand this working,” and then Abraaj Group Employee B suggested 

that they all talk over the phone or in person. 

100. On February 21, 2017, AIML issued a drawdown notice to APEF IV limited 

partner-investors, including several United States-based limited partners-investors, including the 

U.S. Advisory Firm, for $110 million to fund a new investment in the securities of a North 

African telecom operating company that it gave the codename “Project Dido.”  AIML claimed it 

was “in the final stages of due diligence with the company, which we believe will allow the fund 

to be fully deployed by the end of the first quarter of 2017.”  An APEF IV bank account received 

the proceeds of the drawdown by March 27, 2017. 

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101. This drawdown notice was false.  By February 21, 2017, AIML was not in the 

final stages of due diligence for Project Dido, and still had numerous conditions precedent that 

were outstanding before AIML could justify issuing a drawdown notice.  In fact, these conditions 

remained unsatisfied for more than a year after AIML issued the drawdown notice.  

102. Just three days after requesting money for Project Dido, AIML had already spent 

it for other purposes.  On March 30, 2017, the Finance Director sent Naqvi, copying the Finance 

Head, a cash update asking them to “note and [a]dvise” and then stated, among other things, that 

the “cash balance in APEF IV is Nil ($73m net drawdown received, paid $58.1m for [another 

APEF IV portfolio company], $10.7 for [APEF IV Portfolio Companies A and B] distribution, 

balance [transferred] to [Abraaj Holdings].” 

103. Consistent with the Finance Director’s March 30, 2017 email, bank records 

confirm that AIML misappropriated $5.3 million of APEF IV investor funds that were sent to 

Abraaj Holdings.  In addition, bank records reflect that AIML used at least $10 million of this 

drawdown money to repay certain limited partners-investors for the APEF IV Portfolio 

Companies A and B distributions they were owed for over a year. 

104. AIML did not inform the APEF IV limited partners-investors about these 

misappropriated funds, and that it did not use drawn down cash for Project Dido as stated in the 

drawdown notice.  Rather, in its Report of the General Partner for the quarter ending March 31, 

2017, AIML reported to limited partners-investors that it had taken just $3 million in 

management fees and expenses during that quarter. 

105. In addition, in June 2017, AIML, at Naqvi’s direction, changed APEF IV’s fiscal 

year-end from June 30 to December 31 for the sole purpose of hiding their misappropriation 

from APEF IV and its limited partners-investors, specifically a $201 million hole in APEF IV’s 

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financial statements.  On June 3, 2017, the Finance Director emailed Naqvi, copying the Finance 

Head, to note issues relating to the upcoming fiscal year-end, including that the Abraaj Group’s 

“[p]ayable balance to APEF IV at 30 June 20017 will be $201 million,” and that they will have 

to “settle this balance,” or risk reporting it on APEF IV’s June 2017 financial statement.  In 

response, Naqvi said he was “serious about changing the accounting date,” to which the Finance 

Director agreed, and then suggested to Naqvi a pretextual “operational rationale” to sell the 

change to investors, who would need to be notified.  Naqvi replied, “[y]our logic of changing 

APEF 4 year end is sell[]able and compelling; we should go ahead and do so; bring [the Private 

Equity CEO and two other Abraaj Group employees] into the loop, tell them first, get the 

argument properly articulated … and action it.” 

106. As Naqvi directed, on June 19, 2017, the Private Equity CEO sent a letter to all 

APEF IV limited partners-investors informing them that APEF IV’s accounting period was being 

changed from a June to December year-end. 

107. By conduct including, but not necessarily limited to that described above, Naqvi 

knew, authorized, directed, and permitted the Finance Director and others to go forward with 

keeping his businesses – Abraaj Holdings and AIML – afloat when he knew, was reckless in not 

knowing, or should have known that APEF IV money was used and would be used to fund the 

cash shortfalls at Abraaj Holdings and AIML, and for Naqvi’s personal use.  AIML’s and 

Naqvi’s misappropriations of fund money were not in the best interests of the fund because, 

among other things, fund investments were delayed due to the misappropriations, limited 

partners-investors were deprived the use of distribution proceeds to which they were entitled, and 

the misappropriations created investment risks not disclosed to the fund or its investors.  In 

addition, AIML’s and Naqvi’s misappropriations of fund money constituted conflicts of interest 

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and related party transactions between themselves and their client, the fund, which they failed to 

disclose to the fund or its investors in violation of the APEF IV LPD.  By these actions and 

omissions, AIML and Naqvi breached their fiduciary duties to the fund. 

108. In addition, AIML and Naqvi lied to at least one United States-based limited 

partner-investor about their misappropriations of APEF IV funds.  In or around September 2017, 

an anonymous person sent an email to several Abraaj Group limited partners-investors to warn 

them of misconduct within the Abraaj Group.  Among the claims in the email was that Abraaj 

Group private funds’ “[c]ash is used to fund the working capital of Abraaj . . . [APEF IV] is the 

biggest sufferer and has funded the Abraaj Holdings balance[ ]sheet for years.” 

109. After receiving this email, one APEF IV United States-based limited partner-

investor (“United States Investor A”) asked Naqvi and another Abraaj Group employee to 

respond to the allegations.  On September 27, 2017, Naqvi sent a long written response to 

Investor A, and stated as follows in response to the allegations that Abraaj Holdings used APEF 

IV and other fund money for working capital:  

We categorically reject this slanderous assertion.  Given the fact 
that the paid-in capital of Abraaj Holdings is $1.5 billion, and the 
group has access to $700 million of long term financial facilities 
from global financial institutions at the group level, as well as 
drawdown facilities and warehousing lines in our current 
generation funds, it is bizarre and frankly unintelligible for anyone 
to insinuate that the group would be using [limited partner] money 
for working capital. 

 
110. These statements were false, and Naqvi knew it.  By September 2017, AIML – at 

Naqvi’s observation, supervision, direction, and authorization – had been flagrantly 

misappropriating limited partner-investor funds from APEF IV for AIML’s and Abraaj 

Holding’s working capital, as well as for Naqvi’s personal use.   

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111. AIML and Naqvi never fully repaid APEF IV.  In the Cayman Island’s liquidation 

proceedings, AIML estimated that it owed APEF IV almost $100 million as of July 2018. 

112. Naqvi knew, was reckless in not knowing, or should have known that using APEF 

IV money to fund cash shortfalls at Abraaj Holdings, AIML and for his personal use, and failing 

to disclose these cash transfers and the conflicts of interest that they created in AIML’s 2015, 

2016, and 2017 Quarterly Reports, the fund’s audited financial statements, or otherwise, 

deceived and defrauded the fund and its limited partners-investors.  By reason of Naqvi’s 

knowledge, or his reckless or negligent disregard of the transfers of APEF IV money to cover 

Abraaj Holdings’ and AIML’s cash flow shortfalls and for Naqvi’s personal use, and 

Defendants’ failure to disclose such transfers in AIML’s 2015, 2016, and 2017 Quarterly 

Reports, the fund’s audited financial statements, or otherwise, AIML and Naqvi knowingly, 

recklessly, or negligently breached their fiduciary duties to APEF IV and deceived and defrauded 

the fund and its limited partners-investors. 

113. Defendants’ knowledge, or reckless or negligent disregard of their transfers of 

APEF IV money to cover Abraaj Holdings’ and AIML’s cash flow shortfalls and for Naqvi’s 

personal use, and failure to disclose the transfers and the conflicts of interest they created were 

materially deceptive acts to the fund and its limited partners-investors, and Defendants’ failure to 

disclose such transfers in the AIML’s 2015, 2016, and 2017 Quarterly Reports, the fund’s 

audited financial statements, or otherwise, constituted material omissions to the fund and its 

limited partners-investors. 

B. AIML And Naqvi Misappropriated Over $230 Million From The Abraaj 
Health Fund 

 
114. The Abraaj Health Fund was a private fund formed as a limited partnership in 

2015, and managed and advised by AIML and Naqvi.  The fund’s largest investor was based in 

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this District, and other United States-based investors were among the limited partners, including 

the U.S. Charitable Foundation and several other charitable organizations.  The fund was formed 

to primarily make investments in the securities of health care-related businesses such as hospitals 

and treatment centers in emerging markets. 

115. According to the HFLPA, AIML was authorized to take all necessary or desirable 

actions in connection with the operation of the fund, the management of the fund’s investment 

portfolio or otherwise in the furtherance of the fund’s business.  In accordance with these 

directives, AIML was entitled to (i) draw down limited partner capital commitments to make 

specific investments for the fund; (ii) collect fund expenses not to exceed $2.5 million; and (iii) 

receive an adviser or management fee equal to two per cent per annum of the commitment of 

each such investor.  The HFLPA also required that AIML refer all actual or potential conflicts of 

interest to the fund’s LPAC.  

116. Naqvi had signatory authority on all Abraaj Health Fund and AIML bank 

accounts.  Pursuant to this authority, Naqvi was a required signatory on all transfers in excess of 

$75 million from Health Fund bank accounts.  Naqvi was also a signatory for AIML bank 

accounts for transfers in excess of $25 million or $75 million, depending on the account, until 

March 2017, when it was increased to $75 million for all AIML bank accounts. 

117. Similar to their plundering of APEF IV, AIML and Naqvi did not use the Abraaj 

Health Fund’s money as required by the HFLPA, as described in the fund’s written disclosures to 

limited partners-investors, and in the investor drawdown notices.  Instead, AIML and Naqvi 

knew that Abraaj Holdings and AIML were suffering significant cash shortfalls, and 

misappropriated substantial amounts from the new large pot of money available at the Abraaj 

Health Fund to cover the shortfalls and pay for items such as Abraaj Holdings’ debt obligations 

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and for Naqvi’s personal use.  These material facts were not disclosed to the fund, its limited 

partners-investors, or the LPAC in AIML’s Quarterly Reports, the fund’s audited financial 

statements, or otherwise.   

1. By December 2016, AIML And Naqvi Began To Misappropriate 
Money From The Abraaj Health Fund 

 
118. By December 2016, AIML had sent two drawdown notices to Abraaj Health Fund 

investors that sought a total of $430.9 million, of which it claimed $398 million would be used 

for several Abraaj Health Fund investments.  At least eight United States-based investors-limited 

partners received these drawdown notices, and they sent the requested funds from bank accounts 

and through correspondent banks in the United States, including in this District, to Abraaj Health 

Fund’s bank accounts.  

119. In December 2016, AIML transferred $100 million of Abraaj Health Fund money 

that had been drawn down from fund limited partners-investors from an Abraaj Health Fund 

bank account to an Abraaj Holdings bank account, and $40 million to an AIML bank account.  

These transfers were in addition to the management fees and expense reimbursements to which 

AIML was entitled.  As a required signatory for all bank transfers over $75 million, Naqvi 

approved the $100 million transfer from an Abraaj Health Fund bank account to Abraaj 

Holdings. 

120. On January 3, 2017, the Finance Director informed Naqvi and the Finance Head 

by email that Abraaj Holdings was expected to have a cash shortfall of $85 million by the end of 

March 2017.  The Finance Director noted that this cash shortfall would occur despite the $140 

million recently taken from the Abraaj Health Fund, which he described in the email as $128.5 

million “borrowed” from the Abraaj Health Fund, and an $11.5 million “receivable” involving 

Abraaj Holdings.  Neither the loan nor the receivable were disclosed to the fund, its limited 

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partners-investors, or the LPAC on AIML’s Quarterly Report to Abraaj Health Fund limited 

partners-investors for the fourth quarter of 2016, the fund’s audited financial statements for the 

period ending June 30, 2017, or otherwise. 

121. The Finance Director further noted in his January 3, 2017 email that the Abraaj 

Health Fund’s cash requirements for the first quarter of 2017 were approximately $173 million if 

it included all investments identified in AIML’s prior drawdown notices to limited partners-

investors.  The Finance Director, however, noted that the Abraaj Health Fund only had an 

available balance of $111.5 million.  Despite this approximately $62 million shortfall, the 

Finance Director did not recommend that they return the $140 million that AIML and Abraaj 

Holdings had already misappropriated from the Abraaj Health Fund.   

122. On January 19, 2017, Naqvi responded that he had not had time to review the 

Finance Director’s analysis, but he authorized the Finance Director and the Finance Head to use 

“their common sense to process and just don’t shut down the business!”  Naqvi also promised to 

discuss later when he became available. 

123. On February 16, 2017, the Finance Director emailed Naqvi and the Finance Head 

a portion of Abraaj Holdings’ cash balance spreadsheet, and he concluded that the Abraaj Group 

would have a cash shortfall of $4.2 million that month and so they would draw $5 million from 

the Abraaj Health Fund to cover it.  The email also included a capital contribution drawdown 

chart for the Abraaj Health Fund demonstrating that the $140 million that had been transferred 

from the Abraaj Health Fund to AIML and Abraaj Holdings in December 2016 remained 

outstanding.  The Finance Director further noted that the next Abraaj Health Fund investor 

drawdown would occur around the end of the first quarter of 2017. 

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124. On or about March 15, 2017, the Abraaj Health Fund General Partner, at the 

direction of AIML, sent limited partners-investors a drawdown notice requesting an additional 

$115 million, claiming the money would fund the purchase of security interests in five portfolio 

companies – even though AIML had already misappropriated well in excess of that amount.  

Furthermore, the drawdown notice named these investments as “follow-on investments,” but 

internal Abraaj Group financial documents and bank records reflect that, by March 15, 2017, 

AIML had, in fact, only funded the purchase of securities in two of these five portfolio 

companies.  In response, the Abraaj Health Fund’s limited partners-investors sent the requested 

funds from their bank accounts to Abraaj Health Fund’s bank accounts.  United States-based 

limited partners-investors sent the funds from their bank accounts and through correspondent 

banks in the United States, including in this District. 

125. In addition, on or about March 15, 2017, AIML transferred another $8 million of 

Abraaj Health Fund investor money from an Abraaj Health Fund bank account to an AIML bank 

account.  These funds did not constitute AIML’s fees or expenses to which it was entitled.    

126. Nor did Abraaj Holdings or AIML return the previously misappropriated money 

to the Abraaj Health Fund.  Rather, between March 21 and March 30, 2017, AIML transferred 

another $16 million from an Abraaj Health Fund bank account to an AIML bank account.  These 

funds did not constitute AIML’s fees or expenses to which it was entitled.   

127. AIML’s March 2017 transfers totaling $24 million in Abraaj Health Fund money 

were not disclosed to the fund, its limited partners-investors, or the LPAC in AIML’s Quarterly 

Reports to limited partners-investors for the first quarter of 2017, the fund’s audited financial 

statements for the fiscal year ending June 30, 2017, or otherwise.  AIML’s Quarterly Report for 

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the first quarter of 2017, reported that it received only $4.2 million in management fees and had 

no fund expenses during that quarter. 

128. On April 4, 2017, the Finance Director sent a cash update email to Naqvi, copying 

the Finance Head, that consolidated Abraaj Holdings’ and the Abraaj Health Fund’s cash 

requirements.  He noted that, together, Abraaj Holdings and the Abraaj Health Fund had $34 

million available, but that Abraaj Holdings had $36 million in expenses in April 2017, which 

included payroll, taxes, and loan interest.  As for the Abraaj Health Fund drawdown, the Finance 

Director stated that they expected $98 million from limited partners-investors, not including the 

Abraaj Group’s limited partner obligations by the first week of April, but he noted that the 

Abraaj Health Fund needed $127 million in April to fund investments, “and therefore there will 

be a shortfall of $29m.”  The Finance Director then requested Naqvi’s guidance on how they 

should handle the shortfall. 

129. On April 22, 2017, the Finance Director sent Naqvi, copying the Finance Head, 

another cash update email to note numerous liquidity issues, and he concluded, “The cash 

situation is out of control and I don’t know how do I manage cash.” 

130. Despite this cash crisis at the Abraaj Group, Naqvi directed that AIML 

misappropriate Abraaj Health Fund money for his personal use that did not constitute his 

legitimate compensation.  On April 24, 2017, AIML transferred $25 million from an Abraaj 

Health Fund bank account to an AIML bank account that was commingled with money from 

other Abraaj Group sources.  On May 2, 2017, the Finance Director emailed Naqvi, copying the 

Finance Head, to note, among other things, that upcoming Abraaj Group payments included $1.5 

million for Naqvi’s “personal requirement,” which included funds for the Aman Foundation and 

two other entities he owned or controlled.  

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131. Consistent with the Finance Director’s email, the next day, AIML transferred $1.5 

million from its account to Silverline.   

132. On May 23, 2017, AIML transferred another $10 million from an Abraaj Health 

Fund account to its own account and comingled it with other Abraaj Group money.  

133. On May 25, 2017, the Finance Director emailed Naqvi, copying the Finance 

Head, to note that Naqvi needed $1.67 million for his personal expenses, including an estimated 

$750,000 for the Aman Foundation, and he asked “Can I pay this from Abraaj?”  Naqvi 

responded, “Thank you.”  The Finance Head later noted that the Aman Foundation’s 

requirements for that month had increased to $1 million. 

134. On May 31, 2017, AIML transferred $1.6 million from its account to Silverline.   

135. That same day, Naqvi requested that the Finance Director send another $600,000 

to his son and a company in which Naqvi was the sole shareholder called “The Modist.”  The 

Finance Director responded that he transferred those funds, and then said he is “taking the liberty 

to point out a few things,” which included that Naqvi had “a current account balance” of $25.8 

million with the Abraaj Group.  He further stated, “As you are aware, I am under tremendous 

pressure re Abraaj cash as well, there is a serious cash crunch and currently I don’t have the 

funds to pay essential payments like salaries for the month of June.  You are fully aware of the 

situation.”  The Finance Director concluded, “I humbly and respectfully you request to please 

help me in this situation.  The tension and stress is unbearable for me and it is affecting my 

health and my efficiency, and performance at work.  I don’t know what else to say.”  Naqvi then 

replied, “I will sort it out.”  

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39 
 

136. Bank records confirm that AIML transferred $600,000 to Naqvi’s son and The 

Modist on May 31, 2017.  These funds did not consist of compensation to which Naqvi was 

entitled. 

137. On or about June 3, 2017, the Finance Director reported to Naqvi and the Finance 

Head that Abraaj Holdings and AIML expected to have a $225 million payable to the Abraaj 

Health Fund by the end of the fiscal period ending June 30, 2017.  

138. On September 12, 2017, the Finance Director sent Naqvi and the Finance Head an 

Abraaj Group a cash flow update by email, noting that a $68 million drawdown of investor funds 

from the newly added debt investor, the U.S. Governmental Entity, which sent the money from 

its bank account in this District, would be available to cover Abraaj Holdings’ and AIML’s 

upcoming expenses, including Abraaj Holdings’ debt obligations.   

139. In his September 12, 2017 email, the Finance Director further informed Naqvi 

that the Abraaj Group’s expenses that he identified did not include $58 million needed to fund 

investments in the securities of three portfolio companies for the Abraaj Health Fund in October 

2017.  Instead, the Finance Director asked Naqvi to assist him by “delaying these deals” so that 

the Abraaj Health Fund money could be used for non-Abraaj Health Fund expenses.  Abraaj 

Group internal financial documents and bank statements reflect that the Abraaj Health Fund’s 

investments in the securities of these three portfolio companies were, in fact, delayed past 

October 2017.  

140. In total, from December 2016, through at least September 2017, AIML – with the 

knowledge and authorization of Naqvi – transferred at least $230 million from Abraaj Health 

Fund bank accounts to Abraaj Holdings and AIML that was comingled with other Abraaj Group 

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40 
 

funds and used as needed for Abraaj Holdings’ and AIML’s corporate expenses or other non-

Abraaj Health Fund purposes.  

141. The HFLPA did not authorize these transfers from the Abraaj Health Fund to 

Abraaj Holdings and AIML.  Rather, contrary to the HFLPA, AIML’s undisclosed transfers of 

investor funds from the Abraaj Health Fund to itself and to Abraaj Holdings to cover their cash 

shortfalls were not related to the operation of the fund, the management of the fund’s investment 

portfolio, or otherwise in the furtherance of the fund’s business.  Further, those transfers far 

exceeded the $37.6 million in management fees and $2.5 million in expenses that AIML 

disclosed to limited partners-investors in its Quarterly Manager’s Report for the third quarter of 

2017. 

142. By conduct including, but not necessarily limited to that described above, Naqvi 

knew, authorized, directed, and permitted the Finance Director and others to go forward with 

keeping his businesses – Abraaj Holdings and AIML – afloat when he knew, was reckless in not 

knowing, or should have known that Abraaj Health Fund money was used and would be used to 

fund the cash shortfalls at Abraaj Holdings and AIML, and for Naqvi’s personal use.  AIML’s 

and Naqvi’s misappropriations of fund money were not in the best interests of the fund because, 

among other things, fund investments were delayed due to the misappropriations, and the 

misappropriations created investment risks not disclosed to the fund, its limited partners-

investors, or the LPAC.  In addition, AIML’s and Naqvi’s misappropriations of fund money 

constituted conflicts of interest and related party transactions between themselves and their 

client, the fund, which they failed to disclose to the fund, its limited partners-investors, or the 

LPAC in violation of the HFLPA.  By these actions and omissions, AIML and Naqvi breached 

their fiduciary duties to the fund.   

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2. AIML And Naqvi Took Affirmative Steps To Conceal Their 
Misappropriations From The Abraaj Health Fund 

 
143. AIML and Naqvi also took affirmative steps to conceal their misappropriations 

from the Abraaj Health Fund’s limited partners-investors.  One incident occurred in connection 

with the fund’s initial audited financial statements for the fiscal year ending June 30, 2017.  On 

June 3, 2017, the Finance Director emailed Naqvi and the Finance Head regarding the upcoming 

audit for the Abraaj Health Fund, Abraaj Holdings, and other related entities, and noted several 

“potential audit issues” to discuss in their upcoming meeting on June 10, 2017.  Among other 

things, the Finance Director reported to Naqvi and the Finance Head that Abraaj Holdings and 

AIML expected to have a $225 million payable to the Abraaj Health Fund at fiscal period end 

and would have to “arrange for cash for . . . [the Abraaj Health Fund] audit.”  Naqvi and the 

Finance Director, copying the Finance Head, then considered, as an alternative, whether they 

could change the Abraaj Health Fund’s fiscal period end to December 31, 2017, to avoid having 

to release audited financial statements for another six months.  The Finance Director, however, 

concluded that they could not change the date because they had changed it once before. 

144. Ultimately, the Abraaj Health Fund’s audited financial statements for the fiscal 

year ending June 30, 2017, which were sent to all of the fund’s limited partners-investors, 

reported that the fund had $167 million in cash in an Abraaj Health Fund bank account.  The 

financial statements further reported that this amount consisted of the uninvested capital 

drawdowns from the fund’s limited partners-investors.   

145. The $167 million cash balance, however, was, in fact, part of a $196 million loan 

from the Airline.  On June 24, 2017, the Airline made a short-term 30-day loan to the Abraaj 

Health Fund General Partner that was used to cover the hole in the fund’s balance sheet left by 

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the transfer of fund money to Abraaj Holdings and AIML earlier in the year.  Naqvi also signed 

the loan agreement because he personally guaranteed the repayment of the loan.  

146. On July 19, 2017, which was shortly after the fund’s June 30, 2017 period-end, 

AIML and Naqvi authorized the transfer of $196 million from an Abraaj Health Fund bank 

account back to the Airline, which left only about $28 million in the Abraaj Health Fund bank 

account.  Naqvi authorized this transfer because he was a required signatory on all transfers over 

$75 million.  

147. Defendants also made misleading statements directly to Abraaj Health Fund 

limited partners-investors.  By October 2017, Abraaj Health Fund limited partners-investors 

were raising concerns with AIML about the whereabouts of their capital contributions, as they 

had contributed $544 million, but only approximately $265 million had actually been invested.  

For example, on October 15, 2017, the Chief Financial Officer of the Abraaj Health Fund 

(“Abraaj Health Fund CFO”) emailed the Abraaj Health Fund’s LPAC, which included the U.S. 

Charitable Foundation and other United States-based limited partners-investors, and represented 

that, at the time, the Abraaj Health Fund had “an available cash balance of USD 225.9 M which 

is held with” at a Dubai-based bank (“Dubai Bank”) in Abraaj Health Fund bank accounts.  To 

support his claim, the Abraaj Health Fund CFO attached a bank confirmation from the Dubai 

Bank that stated that Abraaj Health Fund bank accounts held $225.9 million on June 30, 2017.   

148. The Abraaj Health Fund CFO’s statements were false and misleading.  As of 

October 15, 2017, there was only approximately $13 million in Abraaj Health Fund bank 

accounts at the Dubai Bank, and the Abraaj Health Fund CFO’s reference to the June 30, 2017 

balances failed to disclose the material facts that the vast majority of that money was from the 

short-term loan from the Airline.  

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149. On or around October 22, 2017, Naqvi emailed representatives of the U.S. 

Charitable Foundation who previously raised questions regarding the location of the Abraaj 

Health Fund’s uninvested capital.  Naqvi claimed that AIML had “decided to keep the 

uninvested amounts with us” and “keep[] the drawn funds in place” as they await to deploy 

capital to investments that Naqvi claimed were “slightly delayed for reasons beyond our 

control.”  Naqvi’s statements were misleading because (1) the money was not in the Abraaj 

Health Fund bank accounts, but had been transferred to Abraaj Holdings and AIML; and (2) 

Naqvi had purposely delayed funding three Abraaj Health Fund investments rather than return 

the misappropriated fund money from Abraaj Holdings and AIML.   

150. In or around February 2018, Naqvi admitted to the head of investments at one 

United States-based limited partner-investor that Abraaj Health Fund capital contributions were 

used for Abraaj Holdings’ and AIML’s general corporate purposes.   

151. In or around February 2018, AIML falsely claimed to a consultant hired by 

Abraaj Health Fund limited partners-investors, including United States-based limited partners-

investors, that the misappropriated money alleged in this Amended Complaint were “Temporary 

Investments” as permitted by the HFLPA.  They were not.  AIML and Naqvi transferred the fund 

money to Abraaj Holdings and AIML and used for non-Health Fund-related purposes without 

any regard for returning it to the fund when needed in furtherance of the fund’s investments or 

otherwise return the money to its limited partners-investors.  Indeed, AIML chose to either draw 

down additional investor funds or otherwise delay investments rather than repay monies owed to 

the fund.  Further, neither AIML’s Quarterly Reports nor the fund’s audited financials disclosed 

any demand deposit accounts or any interest paid on such accounts.  Abraaj Holdings’ and 

AIML’s internal financial records also did not track any interest that Abraaj Holdings was 

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purportedly paying on these accounts until on or around January 2018 – after limited partners-

investors raised questions about AIML’s use of fund money.    

152. In late 2017 and early 2018, following months of limited partners-investors’ 

demands with regard to the location of their cash capital contributions, AIML ultimately returned 

much of the money it misappropriated, as well as over $13 million in claimed “interest” to the 

Abraaj Health Fund limited partners-investors.   

153. Naqvi knew, was reckless in not knowing, or should have known that using 

Abraaj Health Fund money to fund cash shortfalls at Abraaj Holdings and AIML, and for his 

personal use, and failing to disclose these cash transfers and the conflicts of interest that they 

created in AIML’s 2016 and 2017 Quarterly Reports, the fund’s audited financial statements, or 

otherwise, deceived and defrauded the fund and its limited partners-investors.  By reason of 

Naqvi’s knowledge, or his reckless or negligent disregard of the transfers of Abraaj Health Fund 

money to cover Abraaj Holdings’ and AIML’s cash flow shortfalls and for his personal use, and 

Defendants’ failure to disclose such transfers in AIML’s 2016 and 2017 Quarterly Reports, the 

fund’s audited financial statements, or otherwise, AIML and Naqvi knowingly, recklessly, or 

negligently breached their fiduciary duties to the Abraaj Health Fund, and deceived and 

defrauded the fund and its limited partners-investors. 

154. Defendants’ knowledge, or reckless or negligent disregard of their transfers of 

Abraaj Health Fund money to cover Abraaj Holdings’ and AIML’s cash flow shortfalls and for 

Naqvi’s personal use, and failure to disclose the transfers and the conflicts of interest they 

created were materially deceptive acts to the fund and its limited partners-investors, and 

Defendants’ failure to disclose such transfers in the AIML’s 2016 and 2017 Quarterly Reports, 

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the fund’s audited financial statements, or otherwise, constituted material omissions to the fund 

and its limited partners-investors. 

FIRST CLAIM FOR RELIEF 
 

Violations of Section 206(1) of the Advisers Act 
(Against AIML and Naqvi) 

 
155. The Commission realleges and incorporates by reference each and every 

allegation contained in Paragraphs 1 through 154 of this Amended Complaint as if fully set forth 

herein. 

156. By engaging in the acts and conduct alleged in this Amended Complaint, during 

the Relevant Period, AIML and Naqvi were acting as investment advisers to APEF IV and the 

Abraaj Health Fund within the meaning of Section 202(a)(11) of the Advisers Act, 15 U.S.C. § 

80b-2(a)(11), because they were persons who, for compensation, engaged in the business of 

advising others, either directly or through publications or writings, as to the value of securities or 

as to the advisability of investing in, purchasing, or selling securities. 

157. By engaging in the acts and conduct alleged in this Amended Complaint, AIML 

and Naqvi, directly or indirectly, singularly or in concert, by use of the mails or means and 

instrumentalities of interstate commerce, while acting as investment advisers, employed devices, 

schemes, or artifices to defraud any client or prospective client, with scienter.  

158. As investment advisers, AIML and Naqvi owed APEF IV and the Abraaj Health 

Fund a fiduciary duty of utmost good faith and had an affirmative duty to make full and fair 

disclosure to them of all material facts, as well as the duty to act in APEF IV’s and the Abraaj 

Health Fund’s best interests, and not act in AIML’s and Naqvi’s own interests to the detriment of 

APEF IV and the Abraaj Health Fund.  

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159. AIML and Naqvi breached their fiduciary duties to APEF IV and the Abraaj 

Health Fund and engaged in fraudulent conduct that violated Section 206(1) of the Advisers Act, 

15 U.S.C. § 80b-6(1), by knowingly or recklessly misappropriating millions of dollars of the 

Funds’ money, failing to disclose to the Funds that the money had been transferred to AIML and 

Abraaj Holdings, and failing to disclose the conflicts of interests they created. 

160. By reason of the foregoing, AIML and Naqvi have violated, and unless enjoined 

will again violate, Section 206(1) of the Advisers Act, 15 U.S.C. § 80b-6(1). 

SECOND CLAIM FOR RELIEF 

Violations of Section 206(2) of the Advisers Act 
(Against AIML and Naqvi) 

161. The Commission realleges and incorporates by reference each and every 

allegation contained in Paragraphs 1 through 154 of this Amended Complaint as if fully set forth 

herein. 

162. By engaging in the acts and conduct alleged in this Amended Complaint, during 

the Relevant Period, AIML and Naqvi were acting as investment advisers to APEF IV and the 

Abraaj Health Fund within the meaning of Section 202(a)(11) of the Advisers Act, 15 U.S.C. § 

80b-2(a)(11), because they were persons who, for compensation, engaged in the business of 

advising others, either directly or through publications or writings, as to the value of securities or 

as to the advisability of investing in, purchasing, or selling securities.   

163. By engaging in the acts and conduct alleged in this Amended Complaint, AIML 

and Naqvi, directly or indirectly, singularly or in concert, by use of the mails or means and 

instrumentalities of interstate commerce, while acting as investment advisers, engaged in 

transactions, practices, or courses of business which operated as a fraud or deceit upon any client 

or prospective client.  

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164. As investment advisers, AIML and Naqvi owed APEF IV and the Abraaj Health 

Fund a fiduciary duty of utmost good faith and had an affirmative duty to make full and fair 

disclosure to them of all material facts, as well as the duty to act in APEF IV’s and the Abraaj 

Health Fund’s best interests, and not act in AIML’s and Naqvi’s own interests to the detriment of 

APEF IV and the Abraaj Health Fund.  

165. AIML and Naqvi breached their fiduciary duties to APEF IV and the Abraaj 

Health Fund and limited partners-investors and engaged in transactions, practices, or courses of 

business which operated as a fraud or deceit upon any client or prospective client that violated 

Section 206(2) of the Advisers Act, 15 U.S.C. §§ 80b-6(2), by misappropriating millions of 

dollars of the Funds’ money, failing to disclose to the Funds that the money had been transferred 

to AIML and Abraaj Holdings, and failing to disclose the conflicts of interests they created. 

166. By reason of the foregoing, AIML and Naqvi have violated, and unless enjoined 

will again violate, Section 206(2) of the Advisers Act, 15 U.S.C. § 80b-6(2). 

THIRD CLAIM FOR RELIEF 

Violations of Section 206(4) of the Advisers Act and Rule 206(4)-8 Thereunder 
(Against AIML and Naqvi) 

 
167. The Commission realleges and incorporates by reference each and every 

allegation contained in Paragraphs 1 through 154 of this Amended Complaint as if fully set forth 

herein. 

168. By engaging in the acts and conduct alleged in this Amended Complaint, during 

the Relevant Period, AIML and Naqvi were acting as investment advisers to APEF IV and the 

Abraaj Health Fund within the meaning of Section 202(a)(11) of the Advisers Act, 15 U.S.C. § 

80b-2(a)(11), because they were persons who, for compensation, engaged in the business of 

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48 
 

advising others, either directly or through publications or writings, as to the value of securities or 

as to the advisability of investing in, purchasing, or selling securities.   

169. APEF IV and the Abraaj Health Fund were pooled investment vehicles within the 

meaning of Rule 206(4)-8(b) of the Advisers Act, 17 C.F.R. § 275.206(4)-8(b).  They were 

engaged in, held themselves out as being engaged primarily, and proposed to engage itself 

primarily in the business of investing, reinvesting, and/or trading in securities, and thus were 

investment companies as defined in Section 3(a) of the Investment Company Act of 1940, 15 

U.S.C. § 80a-3(a), or would have been an investment company under that provision but for the 

exclusion provided from that definition under either Section 3(c)(1) or Section 3(c)(7) of the 

Investment Company Act of 1940, 15 U.S.C. § 80a-3(c)(1) & (7).  

170. By engaging in the acts and conduct alleged in this Amended Complaint, AIML 

and Naqvi, while acting as investment advisers to APEF IV and the Abraaj Health Fund, which 

were pooled investment vehicles, by use of the means and instrumentalities of interstate 

commerce and of the mails, (1) made untrue statements of material fact and omitted to state 

material facts necessary to make statements made, in the light of the circumstances under which 

they were made, not misleading, to investors and prospective investors in the pooled investment 

vehicles; and (2) engaged in acts, practices, and courses of business that were fraudulent, 

deceptive, and manipulative with respect to investors and prospective investors in pooled 

investment vehicles. 

171. By reason of the foregoing, AIML and Naqvi have violated, and unless enjoined 

will again violate, Section 206(4) of the Advisers Act, 15 U.S.C. § 80b-6(4), and Rule 206(4)-

8(a) thereunder, 17 C.F.R. § 275.206(4)-8(a). 

 

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49 
 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court issue a Final 

Judgment: 

I. 

 Finding that Defendants each violated the Federal securities laws and rules promulgated 

thereunder as alleged against them in this Amended Complaint. 

II. 

 Permanently enjoining Defendants and their agents, servants, employees and attorneys 

and all persons in active concert or participation with them who receive actual notice of the 

injunction by personal service or otherwise, and each of them, directly or indirectly, from 

committing future violations of Section 206(1), (2), and (4) of the Advisers Act, 15 U.S.C. §§ 

80b-6(1), (2), & (4), and Rule 206(4)-8(b) thereunder, 17 C.F.R. § 275.206(4)-8(b). 

III. 

 Ordering Defendants to disgorge all ill-gotten gains, with prejudgment interest, as a result 

of the conduct alleged in this Amended Complaint.  

IV. 

 Ordering Defendants to pay civil monetary penalties pursuant to Section 209(e) o the 

Advisers Act, 5 U.S.C. § 80b-209(e). 

V. 

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

 

 

 

 

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50 
 

Dated:   August 16, 2019   Respectfully submitted, 
 
 
        s/ Jan M. Folena     
        Jan M. Folena (admitted pro hac vice) 

UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION 
100 F St., NE 
Washington, DC 20549-5985 
(202) 551-4738 
[email protected] 
 
Matthew F. Scarlato (admitted pro hac vice) 
UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION 
100 F St., NE 
Washington, DC 20549-5985 
(202) 551-3749 
[email protected] 
 
 

OF COUNSEL:  
  

C. Dabney O’Riordan 
SECURITIES AND EXCHANGE  
COMMISSION 
444 South Flower St., Suite 900 
Los Angeles, CA  90071 
 
David A. Becker 
David A. Neuman 
SECURITIES AND EXCHANGE  
COMMISSION 
100 F St., NE 
Washington, D.C. 20549-5985 

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