[email protected] Seattle, Washington 98104-1048...Facsimile (503) 222-2937 Lawrence R. Cock, OSB No. 102524 [email protected] CABLE, LANGENBACH, KINERK & BAUER, LLP Suite 3500,1000

Robert S. Banks, Jr., OSB No. 821862

[email protected]

SAMUELS YOELIN KANTOR LLP

Attorneys at Law111 SW 5th Ave., Suite 3800

Portland, Oregon 97204-3642Telephone (503) 226-2966Facsimile (503) 222-2937

Lawrence R. Cock, OSB No. 102524

[email protected], LANGENBACH, KINERK & BAUER, LLP

Suite 3500,1000 Second Avenue BuildingSeattle, Washington 98104-1048Telephone (206) 292-8800Facsimile (206) 292-0494

Of Attomeys for Plaintiffs

IN THE UNITED STATES DISTRICT COURT OF THE STATE OF OREGON

DISTRICT OF OREGON

Portland Division

Leon Brown, Kirk Clothier, Nancy Gilbert, Rollin

Chew, Edwin L. Chew Family Trust, BemardGutow as Trustee of the Gutow Family Trust dtd

10/28/1991, all individually and on behalf of allothers similarly situated.

Plaintiffs,

vs.

Norman Gary Price and Christina A. Price; RonaldJ. Robertson and Kathryn Robertson;RP Capital, LLC; Douglas R. Bean and MeganSusanne Bean; S. Christopher Bean and Jodi J.Bean; Bean Holdings, LLC; Jonathan Bishopp andMonica Bishopp; Timothy J. Feehan, Jr. and

NO. 3:17-cv-00869

PLAINTIFFS' UNOPPOSED

MOTIONS FOR ORDER

DETERMINING THAT CLASS

ACTION MAY BE MAINTAINEDPURSUANT TO RULES 23(a) AND23(b)(1)(B), CERTIFYING ACLASS,PRELIMINARILYAPPROVING

SETTLEMENT, APPROVINGFORM OF NOTICE, ANDSETTING FAIRNESS HEARING

Page - 1-PLAINTIFFS' UNOPPOSED MOTIONS FORORDER DETERMINING THAT CLASS ACTION MAY

BE MAINTAINED PURSUANT TO RULE 23(b)(1)(B)

SAMUELS YOELIN KANTORLLP

Attorneys at Law111 SW 5"^ Ave., Suite 3800Portland, OR 9*7204-3642Telephone (503) 226-2966Facsimile OS03) 222-2937

Case 3:17-cv-00869-HZ Document 63 Filed 08/02/17 Page 1 of 20

Kimberly A. Feehan; Strategic Capital AlternativesLLC; and SCA Holdings LLC,

Defendants.

L.R. 7-1 CERTIFICATION

Counsel for all of the named defendants and intervenors have represented to plaintiffs'

counsel Robert S. Banks, Jr. that they do not oppose any of these motions.

MOTIONS

Pursuant to Rule 23 of the Federal Rules of Civil Procedure, plaintiffs and defendants

jointly move the court for an Order as follows:

1. Pursuant to Rule 23(c), certifying this case as a class action and defining the class as

all persons who purchased or renewed and continue to hold Aequitas Investments,

and made such purchases or renewals while clients of Strategic Capital Group, LLC,

Private Advisory Group LLC, or RP Capital Group, LLC. Excluded from the class

are: the Defendants and their immediate family members; Antonio Ramirez and

Wendy Ramirez; Aaron Maurer and Laura Maurer; Kenneth Peterson and Patricia

Peterson; and officers, directors, and employees of any Aequitas Entity, as defined by

the court in SEC v. Aequitas Management, LLC, Case No. 3:16-cv-004380PK,

Document 30, Exhibit A, and attached hereto as Exhibit A.

2. Pursuant to Rule 23(b)(1)(B), ordering that this case may proceed as a class action as

a limited fund, non-opt out class.

3. Pursuant to Rules 23(c) and 23(g), appointing Robert S. Banks, Jr. and Lawrence R.

Cock as co-counsel to represent the class.

4. Pursuant to Rule 23(e), preliminarily approving the settlements described in the

Stipulation for Settlement With Bean Group (Docket No. 61) and Stipulation For

Page-2. PLAINTIFFS' UNOPPOSED MOTIONS FOR ôelin kantorORDER DETERMINING THAT CLASS ACTION MAY Attomijfat LawBE MAINTAINED PURSUANT TO RULE 23(b)(1)(B) "!,Sdfev2&3642®

Telephone (503) 226-2966Facsimile (503) 222-2937


Settlement With RP Capital Group (Docket No. 62).

5. Approving a form of notice attached as Exhibit B.

6. Scheduling a fairness hearing on the proposed settlement on or before October 17,

2017.

The motions are supported by the Declaration of Robert S. Banks, Jr. ("Banks

Declaration") and Declaration of Lawrence R. Cock ("Cock Declaration"), filed herewith.

MEMORANDUM

1. INTRODUCTION

This case is brought on behalf of a class of persons and entities who purchased

investments in promissory notes and funds issued by Aequitas Management, LLC and its

subsidiaries upon the advice of investment advisor representatives ("lARs") of two registered

investment advisory firms. Strategic Capital Group, LLC ("SCG"), and Private Advisory Group,

LLC ("PAG"), and one securities broker-dealer, RP Capital, LLC. The gravamen of the case is

based on the allegations made by plaintiffs: a) they were led to believe that they were receiving

independent, unconflicted investment advice from financial industry professionals, b) when in

fact those professionals had financial relationships with Aequitas, and c) that the lARs

recommended the Aequitas investments not because it was in the plaintiffs' best interests, but

because it was to defendants' financial benefit to sell Aequitas investments. Additionally,

plaintiffs have named as defendants persons they allege were control persons of SCG, PAG and

RP Capital. Defendants deny these allegations.

The Aequitas investments have failed. Aequitas has been placed into receivership by this

Court in the case of Securities and Exchange Commission v. Aequitas Management, LLC, No.

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Attorneys at Law

BE MAINTAINED PURSUANT TO RULE 23(b)(1)(B) "iffid OR9V204-3642°Telephone (503) 226-2966Facsimile (503) 222-2937


3:16-cv-00438-PK. The total aggregated liquidated claims of the proposed class resulting from

that failure is approximately $110 million. Since those claims far exceed any recovery fund that

could be available from the defendants, the plaintiff class and certain defendants and others have

reached a settlement agreement designed to preserve the available wasting insurance proceeds,

maximize the personal contributions that can be made to a settlement fund, and treat equitably on

a pro rata basis all class members—^the clients of PAG, SCO and RP Capital who purchased

Aequitas investments on the advice of their advisors. Thus, the plaintiffs seek approval of a

limited fund, no-opt-out class pursuant to Rule 23(b)(1)(B).

II. MOTION FOR CLASS CERTIFICATION

Plaintiffs move pursuant to Rule 23(c) to certify this case as a class action. Rule 23(a)

provides that a case may proceed as a class action where:

(1) the class is so numerous that joinder of all membersis impracticable; (2) there are questions of law or factcommon to the class; (3) the claims or defenses of therepresentative parties are typical of the claims or defensesof the class; and (4) the representative parties will fairlyand adequately protect the interests of the class.

This case meets those requirements. In ruling on a motion for class certification, the

court takes the substantive allegations in the complaint as true. The rule does not require or

permit the court to inquire into the merits. And, an extensive evidentiary showing by the

plaintiff is not required as long as the court has sufficient material before it to determine the

nature of the allegations and to rule on compliance with the requirements of Rule 23. Villanueva

V. Liberty Acquisitions Servicing, LLC, 3:14-CV-01610-HZ, 2017 WL 1021523, at *2 (D Or Jan.

13,2017), citing In re CoordinatedPretrial Proceedings in Petroleum Prods. Antitrust

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Litigation., 691 F.2d 1335, 1342 (9th Cir. 1982). The allegations in the complaint and material

in the record satisfy the Rule 23(a) standards.

A. Rule Prerequisites Are Satisfied.

1. Class Definition.

Plaintiffs seek certification of a class defined as all persons who purchased or renewed and

continue to hold Aequitas Investments, and made such purchases or renewals while clients of

Strategic Capital Group, LLC, Private Advisory Group LLC, or RP Capital, LLC. Excluded

from the class are: the Defendants and their immediate family members; Antonio Ramirez and

Wendy Ramirez; Aaron Maurer and Laura Maurer; Kenneth Peterson and Patricia Peterson; and

officers, directors, and employees of any Aequitas Entity as identified in Exhibit A.

2. Numerositv.

Plaintiffs allege that members of the class of investors who purchased Aequitas

investments from defendants exceeds 200 members. Amended Complaint, H 74. They now

believe that there are approximately 330 members of the putative class. Banks Declaration, K 2.

That number is not in dispute, and is more than sufficient to support maintaining this case as a

class action. As this Court has observed, "[c]ases from the Ninth Circuit and this Court support a

conclusion that a class of fewer than 100 potential class members and as low as forty, satisfies

the numerosity requirement. Villanueva, 3:14-CV-01610-HZ, 2017 WL 1021523, at *3 (D Or

Jan. 13,2017).

3. Commonalitv.

Plaintiffs allege as follows:

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Attorneys at Law

BE MAINTAINED PURSUANT TO RULE 23(b)(1)(B) ^piSd or pvlofeS?"Telephone (503) 226-2966Facsimile (503) 222-2937


There are questions of law and fact common to the class, including(a) the duties that SCG, PAG and their investment advisorrepresentatives owe to their clients; (b) the extent to which RPCapital, and individual defendants Price, Robertson and Feehanwere substantial contributive factors in the sales of the AequitasInvestments to the plaintiffs and the class; (c) the extent to whichmaterial information was not adequately disclosed to the plaintiffsand the class prior to their purchase of the Aequitas Investments;(d) whether defendants owed and breached fiduciary duties to theplaintiffs by failing to disclose the nature of the relationshipsbetween the defendants and Aequitas; (e) the extent to whichdefendants performed adequate due diligence before offeringand/or playing a substantially contributive role in the sale of theAequitas investment to plaintiffs and the class; (f) the extent towhich some of the defendants received undisclosed compensationof any kind resulting from the sale of the Aequitas Investments toplaintiffs and the class; (g) whether the defendants were asubstantial contributive factor in the sale of the AequitasInvestments to plaintiffs and the class.

Amended Complaint, H 75. They also allege that the common questions of law and fact

predominate over other questions affecting individual class members. Id., 76.

Plaintiffs satisfy the Rule 23(a) requirements for commonality. Those

requirements have been construed permissively, and do not require that all questions of

law and fact be common; a single issue common to all class members is sufficient.

Villanueva at *5. As this court explained in Villanueva, "[t]he claims must depend upon

a common contention and that common contention must be of such a nature that it is

capable of classwide resolution—^which means that determination of its truth or falsity

will resolve an issue that is central to the validity of each one of the claims in one stroke.

Villanueva at *5, citing Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338, 350,131 S.Ct.

2541,180 L.Ed.2d 374 (201 l)(intemal quotation marks omitted). The Ninth Circuit uses

a "common sense approach" to commonality such that the requirement is satisfied where

Page-6- PLAINTIFFS' UNOPPOSED MOTIONS FOR ôelin kantorORDER DETERMINING THAT CLASS ACTION MAY Aitorpejfat LawBE MAINTAINED PURSUANT TO RULE 23(b)(1)(B)



the class is "united in a common interest in determining whether a defendant's course of

conduct is in its broad outlines actionable." Blackie v. Barrack, 524 F2d 891, 902 (9^^ Cir

1975) cert denied 429 US 816. When defendants have "engaged in some course of

conduct that affects a group of persons and gives rise to a cause of action, one or more of

the elements of that cause of action will be common to all of the persons affected."

Villanueva at *5, citing Oregon Laborer's-Employers Health and Welfare Trust v. Phillip

Morris, Inc., 188 FRD 365, (D. Or 1998).

Here, the class of plaintiffs all purchased Aequitas investments from the same

investment advisory firms and broker dealers. Among the detailed allegations made in

the amended complaint, plaintiffs allege that the defendants breached duties they owed to

their investor clients by failing to adequately disclose their close affiliations with

Aequitas. That is sufficient to satisfy the commonality requirement.

4. Tvpicalitv.

The typicality requirement is designed to ensure that the interests of the named

representatives align with the interests of the class. Wolin v. Jaguar Land Rover N. Am.,

LLC, 617 F.3d 1168,1175 (9th Cir. 2010). Claims are typical "if they are reasonably

coextensive with those of the absent class members." Hanlon v. Chrysler Corp., 150

F.3d 1011,1020 (9th Cir. 1998). "The test of typicality is whether other members have

the same or similar injury, whether the action is based on conduct which is not unique to

the named plaintiffs, and whether other class members have been injured by the same

course of conduct." Wolin, 617 F3d at 1175.

Page-7- PLAINTIFFS' UNOPPOSED MOTIONS FOR yêlin kantorORDER DETERMINING THAT CLASS ACTION MAY AttorneJfat LawBE MAINTAINED PURSUANT TO RULE 23(b)(1)(B) "Sd of9V2oiV64^^



The claims of the class representatives, like the claims of the proposed class, all

arise out of the sale of the Aequitas investments by salespersons and investment advisory

representatives at SCG, PAG and RP Capital, who are alleged to have recommended the

investments. The class representatives have claims that are coextensive with those of the

absent class members.

5. Adeouacv. Rule 23(a)(4) requires the class representative(s) have no

conflicts of interest with the proposed class, and that the plaintiffs are represented by

qualified counsel. Hanlon, 150 F.Sd at 1020; Villanueva at *5.

Here, the class representatives have no conflicts with the class. Plaintiffs'

counsel are qualified to represent the class. Robert Banks and Lawrence Cock have more

than 55 years of combined experience handling complex cases, including class actions.

They regularly represent parties in cases in which the liability of registered investment

advisers and broker-dealers and their agents and control persons are at issue. See:

Banks Declaration, and Cock Declaration, filed with this motion.

B, The Requirements of Rule 23(b)(1)(B) Are Satisfied.

Plaintiffs move the court for an order certifying the class as a Rule 23(b)(1)(B)

no-opt-out, limited fund class. That rule provides that

A class action may be maintained if Rule 23(a) is satisfied and if:prosecuting separate action by or against individual class memberswould create a risk of: adjudications with respect to individualclass members that, as a practical matter, would be dispositive ofthe interests of the other members not parties to the individualadjudications or would substantially impair or impede their abilityto protect their interests.

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As the court explained in Stott v. Capital Financial Services., Inc.., Ill F.R.D.

316, 326 (N.D, Tex. Sept 12, 2011), Rule 23(b)(1)(B) class actions are appropriate:

where there is a definite, limited amount of capital that is availableto class members, and that such a fund is insufficient to cover allclaims . . . In a traditional "limited fund" situation, theaggregation of the claims would be greater than the amount madeavailable in this tangible fund. A court would subsequently havethe ability to enforce a settlement that provided for a pro ratadistribution of the fund to all claimants, to ensure each claimantwas treated fairly and equitably under the circumstances.

The Supreme Court established three elements for a limited fund class: (1) the

total of the liquidated claims, and the funds available to satisfy them demonstrate an

inability to pay all claims; (2) the entire settlement fund is to be devoted to satisfying

claims (and not to benefit the defendants); and (3) the members of the class benefitting

from the fund are equitably treated. Ortiz v. Fibreboard Corp., 527 U.S. 815, 838-839,

119 S.Ct. 2295,144 L.Ed.2d 715(1999). Those elements are satisfied here.

1. Total Amount of Liquidated Claims and Availabilitv of Funds Demonstrate an

Inabilitv to Pav All Claims.

The total of the liquidated claims of the class, consisting of the net out of pocket

investment losses of the class is estimated by the plaintiffs and defendants is between

$100 million and $120 million. Banks Declaration, ̂ 2. The total amount of money

available from the settling defendants RP Capital, Strategic Capital Alternatives, LLC ,

SCA Holdings, LLC, Gary and Christina Price, Ronald and Kathryn Robertson, Timothy

and Kimberly Feehan, plus contributions from non-defendant settling parties Antonio

Ramirez, Aaron Maurer and Kenneth Peterson ("RP Capital Group"), is $1,200,000.00.

Page-9- PLAINTIFFS' UNOPPOSED MOTIONS FORORDER DETERMINING THAT CLASS ACTION MAY Attorneys m UwBE MAINTAINED PURSUANT TO RULE 23(b)(1)(B) "Sdfelo&M?"



The total amount of money available from the settling defendants Douglas R. Bean and

Megan Susanne Bean; S. Christopher Bean and Jodi J. Bean; Bean Holdings, LLC;

Jonathan Bishopp and Monica Bishopp and their respective carrier ("Bean Group") is

$4,900,000.' Banks Declaration, ̂^4-13.

Those settlement amounts were arrived at after nearly five months of arms' length

negotiations between counsel for the plaintiff class and those settling parties. Id. Those

negotiations included a two-day mediation in Seattle on March 1 and 2,2017, with

experienced mediator Louis Peterson, in which the parties failed to reach a settlement.

The parties had many subsequent discussions attempting to negotiate the amount and

terms of a settlement. After many discussions between counsel for plaintiffs and four law

firms representing the defendants, the insurance carriers agreed to contribute all

remaining fimds from the insurance policies of their insured defendants. Additionally,

the defendants agreed to make personal financial contributions to the settlement fimd

based upon their abilities to pay. Id.

Plaintiffs took steps to ensure that the amount of the settlement represented the

settling parties' demonstrated ability to pay. As a part of the negotiations, the plaintiffs

required the defendants to provide personal financial statements sworn to under the

penalties of perjury. Banks Declaration K 10. In addition, counsel for plaintiffs retained

an asset search company in an effort to verify that the personal financial statements were

complete. And, counsel for plaintiffs ordered, obtained and reviewed comprehensive

^ The terms of the proposed settlement are set forth in the two Stipulation of Settlementagreements filed with the court and discussed in section IV, infra.

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asset reports on the settling parties from the LexisNexis Accurint For Legal Professionals

Program. ^ 11, 12. The documents plaintiffs' counsel obtained and reviewed did not

disclose any assets that were materially different than the assets that the settling parties

had disclosed in their sworn financial statements. Id.

The settling parties have agreed to file with this court sworn declarations under

the penalties of perjury attesting to the accuracy of their sworn financial statements that

were provided to counsel for plaintiffs. Counsel for plaintiffs have reviewed those

statements, which have been provided to them, together with the financial information

independently obtained, and are satisfied that defendants have agreed to contribute all or

substantially all of the funds that are available for a settlement. Banks Declaration

10-13.

2. The Entire Settlement Fund Is To Be Devoted To Satisfying Claims.

In evaluating and resolving this second Ortiz requirement, the court in Stott said:

"Regarding the second Ortiz factor, it is clear that the whole of the settlement fund will

be devoted to paying claimants. Should the Court approve the settlement, the $1.52

million fund, minus costs and attorneys' fees, will be distributed to all class members

who have claims against [the settling defendant.]" Stott, 277 FRD at 327-328. The same

is true here. Pursuant to the terms of the two Stipulation of Settlement agreements, the

settling parties will pay the settlement funds into an escrow account. See Stipulated

Settlement, Docket Nos. 61, 62 H 3. After payment of any costs^ and attorney fees

2 Plaintiffs' counsel will propose that the payment of costs shall include a $2,000 payment foreach of the five class representatives, and a reimbursement of $1,000 per day for each class

Page-ll- PLAINTIFFS' UNOPPOSED MOTIONS FOR samuels yoelinkantorORDER DETERMINING THAT CLASS ACTION MAY llp

Attocneys at Law

BE MAINTAINED PURSUANT TO RULE 23(b)(1)(B) "Sd or 9>2&V642®Telephone (503) 226-2966Facsimile (503) 222-2937


approved by the court, all of the settlement fund will be used to satisfy claims of the

proposed plaintiff class. Banks Declaration H 8.

3. The Members Of The Class Benefitting From The Fund Are Equitably Treated.

The third Ortiz requirement is satisfied. As stated above, the terms of the

agreements reflected in the Stipulated Settlements require that the funds be equitably

distributed to all members of the proposed class on a pro rata basis.

For all of the foregoing reasons, the plaintiffs request that the court issue an order

certifying the class and allowing this case to proceed as a limited fund, no-opt-out class

pursuant to Rule 23(b)(1)(B) of the Federal Rules of Civil Procedure.

III. MOTION TO APPOINT CLASS COUNSEL

Rule 23(g) provides that "[u]nless a statute provides otherwise, a court that certifies a

class must appoint class counsel." The rule goes on to require the court to consider the work that

coimsel has done, the counsel's experience in handling class actions, other complex litigation,

and the types of claims asserted in the action, knowledge of the law, resources that counsel will

commit to representing the class, and other pertinent matters.

Plaintiffs request that the court appoint Robert S. Banks, Jr. and Lawrence R. Cock as co-

lead counsel. This motion is based upon the facts set forth in the Banks Declaration, 16 -20,

and Cock Declaration.

IV. MOTION TO PRELIMINARILY APPROVE CLASS SETTLEMENT,APPROVE FORM AND METHOD OF NOTICE, AND SET FAIRNESSHEARING.

member who participated in the mediation in Seattle on March 1 and 2, 2017.

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Telephone (503) 226-2966Facsimile (503)222-2937


The plaintiff class representatives and defendants have reached a settlement whose terms

are detailed in the two Stipulation of Settlement agreements filed with the court, subject to this

court's approval pursuant to Rule 23(e). The plaintiffs move the court for an order preliminarily

approving the settlement, directing that notice of the class certification and proposed class

settlement be sent to all class members using the class action claims administration firm, KCC,

LLC. KCC is the same firm that has been retained by Ronald Greenspan and FTI, Inc., the court

appointed Receiver in Securities and Exchange Commission v. Aequitas Management, LLC, No.

3:16-cv-00438-PK to provide notices to Aequitas investors. KCC already has access to a

database identifying the proposed class members and the amounts of their investments. A copy

of the proposed Notice is attached as Exhibit B.

A. The Proposed Settlement Is Fair.

The proposed settlement requires the settling parties to provide swom testimony about

their financial conditions, and pay $6.1 million for the benefit of the class, and to be distributed

to class members on a pro rata basis is fair to the class. See Stipulation of Settlement, Docket

Nos. 61 and 62; Banks Declaration 7, 8.

Plaintiffs' counsel believe that the proposed settlement is fair, reasonable, adequate,

and in the best interests of the plaintiffs, and the proposed Plaintiff Class. Banks Declaration

10-15. In order to maximize recovery to the class, an early settlement is necessary. The settling

groups have each agreed to contribute all that remained in their wasting insurance policies as of

the time the settlement agreements were reached. Banks Declaration, T[ 8. There are competing

claims of individuals who have filed arbitrations over the same investments and some of the

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same defendants, which this court has temporarily enjoined to preserve assets for the class. See

Docket No. 27.

If the proposed settlement is not approved, there is a very real chance that the class will

receive nothing from these defendants because the insurance proceeds will be exhausted from

defending the arbitrations, and because the size of the arbitration demands exceeds the funds

available to the class for settlement. See Declaration of Nathan Alexander In Support of Motion

For Temporary Restraining Order (Docket No 4); Banks Declaration H 14.

Additionally, as set forth above, the terms of the settlement require the settling parties to

contribute the maximum amount that they are able to pay. If the settlement is not approved, the

insurance proceeds will be used to pay defense costs, and those investors with claims fortunate

enough to be adjudicated first stand to take all of the available settlement funds. The proposed

settlement is in the best interests of all of the parties, and has been endorsed by the Aequitas

Receiver. See Declaration of Ronald F. Greenspan (Docket No. 34).

B. The Proposed Notice Is Fair And Adequate.

The Court may, but is not required, to provide notice of class certification for a Rule

23(b)(1)(B) class. Fed.R.Civ.P. 23(c)(2). The court must direct reasonable notice to all class

members of a proposed settlement. Fed.R.Civ.P. 23(e)(1). Plaintiffs proposed to provide

adequate notice to all class members, notifying them of both the class certification order and the

proposed settlement in a manner designed to reach all class members. A copy of the proposed

Notice is attached as Exhibit B. The parties believe that the Receiver has in his files last known

addresses for all class members. Plaintiffs propose to send out the notice not later than fourteen

days of the court's order directing that notice be sent.

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Telephone (503) 226-2966Facsimile (503; 222-2937


C. Plaintiffs Seek A Fairness Hearing On Or Before October 17,2017.

The Stipulation of Settlement provides that the parties shall request that the court hold a

fairness hearing to consider whether to issue a final approval order for the settlement by October

17,2017. That provision addresses the needs of some elderly class members to have some

recovery, and avoids unnecessary delays which can only result in further dissipation of

settlement proceeds.

Dated August 2, 2017

Presented by:

/ji/ IZohertS. Boynk^', Tr.

Robert S. Banks, Jr., OSB No. 821862SAMUELS YOELIN KANTOR LLP

111 SW Fifth Avenue, Suite 3800Portland, Oregon 97204Telephone: 503-226-2966Facsimile: 503-222-2937

[email protected]

/j/Lcuuren^'R. Cach

Lawrence R. Cock, OSB No. 102524CABLE, LANGENBACH, KINERK & BAUER, LLPSuite 3500, 1000 Second Avenue BuildingSeattle, Washington 98104-1048Telephone (206) 292-8800Facsimile (206) [email protected]

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Acqultas Bnterorlsc Swytoasi LLC

A

EXHIBIT A

27 arHBtt«lPg.LLC

cquitas Hybrid Ppnd> LLC

A

28 Aecuttai Cap tal QpgoitpnltfcsPund. LP

equltai Incomo Opportunity Fund XL LLC 29 AeqgttM Cap lal Owtoittmiaw OP. LLC

Aequltas Private Qlent Fund. LLC 30 ACCHoMlnf bSÎXC

AequHaa IncontB OaBwtnnlty Pond. LLCA

31 ACC Pttndtm: Series Ttot 20IS»S

eqnltaa ETC Poandeig RinJ. LLCA

32 Aeoultai Cor naateLcndlnftt LLC

eqoftaa Enhanced Income Pnnd. LLC

A

33 Aaauttaa \Ve< ilth MteaaamonU LLC

eqnIt8«WRPPI,LLC 34 Aeouitas Wealth ManaRemant PaiteerFand. LLC

Acqaltas Incowo Protectten FPnd. LLC 35 Hlckoiy Qjw rthPaitaew.LLCB10 Aeqnltaa BlPDebt Pand.ILC

ACC C Pl

36 Aapan drove

Amiltv Soltttfona. LLC

11 us Holdlngft LLC 37 eoitftaa Bite national Holdlnga. LLC

12

13

ACCHolto2JXClACC Funding TVoat 2014«2

14 Aeouitas Pee^To•Pear Pundtog. LLC

C

38 "lAeouItaaAaabt Management Orefton.IJ<Cive8tment.LLC39

40 lAggjftB Sen orHoasinj^ OperatlonStLLCEIS

16

areJPavinem Holdingh LLC

QuePayment^lXCCP P

41 xecutive C1 atlon. LLC

42 Executive Pa ceiulXC

17 toidipg 1 Holdinae. LLC 43 APFHcldingB.LLC

18 CP Funding llVuat 44 Aeouitas Par ner Fund. LLC

19 iCampua StodctttFondlngi LLC20 ACC F Plus HoMlnas. IXC

21 ACCHoldingal.lXC

AGO Funding TVuat 2014*1

23 MLFinanolaHfoidingSt LLC

24 Moto!ea8eWnancial.LLC

Uoig) Stodent Funding, LLC

26 The Mtt Land. LLC

EXHIBIT A

Page 1 of1


NOTICE OF PROPOSED CLASS ACTION SETTLEMENT

Brown et al. v. Price, et al.. Case No. 3:17-CV-00869-HZ (U.S. District Court District of Oregon)

PLEASE READ THIS NOTICE CAREFULLY. IF YOU ARE A MEMBER OF THE SETTLEMENT CLASS

YOU MAY BE ENTITLED TO A CASH PAYMENT FROM A CLASS ACTION SETTLEMENT. THIS

NOTICE EXPLAINS YOUR RIGHTS AND OPTIONS AND THE DEADLINES TO EXERCISE THEM.

For more information, visit [claims administrator's settlement website].

This is a court-authorized notice of a proposed class action settlement. This is not a solicitation from alawyer and is not a lawsuit against you.

WHAT IS Tins LAWSUIT ABOUT?

Plaintiffs purchased Aequitas Investments from investment adviser representatives at Strategic CapitalGroup ("SCG") and Private Advisory Group ("PAG") or through RP Capital, LLC ("RP Capital"). ThePlaintiffs allege that they hired PAG or SCG and their representatives to provide objective investment advice.Plaintiffs allege that the defendants acted wrongfully in offering and selling the Aequitas Investments by failingto adequately disclose the risks of the investments and failing to disclose the defendants' relationship withAequitas. Plaintiffs filed a lawsuit against control persons and investment advisor representatives of SCG andPAG, and RP Capital, which plaintiffs allege assisted in the Aequitas sales.

Defendants vehemently deny each and all of the material allegations made against them, and believe thatthey have valid defenses against every alleged claim. The defendants enter into this agreement to avoid theexpense and inconvenience of litigation.

WHO IS A MEMBER OF THE SETTLEMENT CLASS?

You are a member of the settlement class if you purchased or renewed and continue to hold AequitasInvestments when you were a client of SCG, PAG or RP Capital and made your purchase or renewal upon theadvice or recommendation of SCG, PAG or RP Capital. Excluded from the class are: the Defendants and theirimmediate family members; Antonio Ramirez and Wendy Ramirez; Aaron Maurer and Laura Maurer; KennethPeterson and Patricia Peterson; and officers, directors, and employees of any Aequitas Entity as defined by thecourt in SEC v. Aequitas Management, LLC, Case No. 3:16-cv-004380PK, Document 30, Exhibit A.

If you have any questions about whether you are a member of the Settlement Class, you may contact theClaims Administrator toll-free at [claims administrators' toll-free telephone number]. If you are not a memberof the Settlement Class you are not entitled to submit a claim.

WHY IS THIS A CLASS ACTION?

A class action is a lawsuit in which one or more persons called "Class Representatives" sue on behalf ofpeople who have similar claims. All of these people together are a "Settlement Class" or "Settlement ClassMembers." The Settlement, if finally approved by the Court, resolves the issues for all Settlement ClassMembers. The case was filed as a class action so that all persons who invested in Aequitas Investments throughPAG, SCG or RP Capital are treated in the same manner. The court-appointed Aequitas Receiver, whoseapproval was needed to complete the settlement, required that no investors receive preferential treatment.Page 1 NOTICE OF CLASS ACTION SETTLEMENT VISIT [claims administrator's settlement website] IF YOU HAVEQUESTIONS.

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Also, the defendants who are making the settlement payment have required as a condition of the settlement thatall investor claims be resolved in a single class action case.

WHY IS THERE A SETTLEMENT?

To resolve this matter without the expense, delay, and uncertainties of a lawsuit, the Parties havereached a settlement, which resolves all claims against the settling parties. The Plaintiffs have agreed to settlethe case because the amount of losses from Aequitas investments greatly exceed any assets or insurance that thedefendants would have to pay a judgment if this case proceeded to trial and the plaintiffs prevailed. ThePlaintiffs believe that if the case does not settle, then the assets and insurance money available to satisfy ajudgment will be substantially reduced or exhausted from the payment of defendants' attorney fees and costs.The Plaintiffs have also agreed to settle the case so that all Aequitas investors who purchased through SCG,PAG or RP Capital are treated equally.

The Court has already preliminarily approved the settlement. Nevertheless, because the settlement of aclass action determines the rights of all members of the class, the Court overseeing this lawsuit must give finalapproval to the settlement before it can be effective. The Court has certified the Settlement Class, so thatmembers of the Settlement Class can be given this notice and the opportunity to oppose or approve of thesettlement. If the Court does not give final approval to the settlement, or if it is terminated, the settlement willbe void, and the lawsuit will proceed as if there had been no settlement and no certification of the SettlementClass. If the settlement is approved, and you are a class member, then you will receive a check for your shareof the settlement amount.

WHAT ARE MY OPTIONS?

If you agree with the settlement and wish to participate in the distribution of the settlement proceeds,you do not need to do anything. If the Court grants final approval of the settlement, then you will receive acheck in the mail for your proportionate share of the settlement.

You have the right to object to the settlement. If you wish to do so, you must submit your objection inwriting to the Clerk of the Court of the United States District Court for the District of Oregon, at 1000 SW 3rdAvenue, Portland, OR 97204. The objection must be received by the Court no later than September 29,2017.You must also send a copy of your objection to each of the following:

Class Counsel—Robert S. Banks, Jr., Samuels Yoelin Kantor, LLP, 111 SW Fifth Avenue, Suite 3800,Portland, OR 97204;

Counsel for RP Capital and others—Peter Ehrlichman and Nathan Alexander, of the law firm of Dorsey& Whitney, LLP, 701 5th Ave #6100, Seattle, WA 98104; and

Counsel for Bean Holdings and others—^Troy Romero, of the law firm of Romero Park, P.S., 155 108thAve NE #202, Bellevue, WA 98004.

Any objection to the proposed settlement must reference Brown v. Price, Case No. 3:I7-CV-00869, andinclude your full name, address, telephone number and email address (if you have one), and must include allgrounds for the objection with factual and legal support for the stated objection. If you hire an attorney inconnection with making an objection, that attorney must also file with the Court a notice of appearance by no

Page 2 NOTICE OF CLASS ACTION SETTLEMENT VISIT [claims administrator's settlement website] IF YOU HAVEQUESTIONS.

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later than the objection deadline of September 29,2017. If you do hire your own attorney, you will be solelyresponsible for payment of any fees and expenses the attorney incurs on your behalf.

If you object to the proposed settlement, you may but are not required to appear at the Final ApprovalHearing, to be held on at before The Honorable Marco A. Hernandez in Courtroom ofthe United States District Court, at 1000 SW 3rd Avenue, Portland, OR, in person or through counsel, to statewhy you believe the proposed settlement should not be approved as fair, reasonable, and adequate. Attendanceat the hearing is not necessary; however, persons wishing to have their objections heard orally are required toindicate in their written objection their intention to appear at the hearing on their own behalf or through counseland to identify the names of any witnesses they intend to call to testify at the Final Approval Hearing, as well asto identify any exhibits they intend to introduce at the Final Approval Hearing.

WHAT ARE THE TERMS OF THE SETTLEMENT?

The total proposed settlement amount to be paid is $6,100,000.00. Prior to reaching the settlement, thecounsel for the Plaintiffs required the settling defendants to provide swom financial statements disclosing theassets and liabilities of the individual defendants (but not their spouses), and to provide copies of any insurancepolicies that might provide coverage for the claims. Plaintiffs' counsel retained independent asset search firmsto perform independent asset searches on the settling defendants (but not their spouses). Based upon theinformation available to the plaintiffs. Plaintiffs' Counsel state that they are not aware of any substantialadditional assets available to satisfy a judgment or pay a settlement.

In making the payments, the defendants deny that they violated any laws or have any liability to thePlaintiffs.

The settlement proceeds will be paid to a Claims Administrator, who will issue a check to each ClassMember based upon their Aequitas Investment losses suffered from purchases made through PAG, SCO, or RPCapital. The Claims Administrator will determine the amount of each Class Member's loss based upon theamount of the Aequitas investment, minus any dividends or interest received. That amount will be the ClassMember's Net Loss. Based upon information available to the Claims Administrator from the records ofAequitas, you will receive notice of your Net Loss from the Claims Administrator. If you agree with thatnumber, you need not take any further action if you do not object to the proposed settlement. If you believethere was an error in calculating your Net Loss, then you may write to the Claims Administrator enclosingcopies of documents showing your amount of investment, and, if applicable, the amount of each distributionyou received on your investment and the Claims Administrator will review your submission and make anynecessary adjustment.

The Claims Administrator will pay each Class Member on a proportional basis calculated bydetermining each person's Net Loss as a percentage of all Class Member Net Losses. Additionally, Plaintiffs'attorneys (listed below) will ask the court to award them attorneys' fees and costs of up to 25% of theSettlement Fund plus reimbursement of their costs for the substantial time, expense and effort expended ininvestigating the facts, litigating the case and negotiating the settlement.

If the settlement is approved as requested by the Plaintiffs, you will not have the right to bring a separatecase against any of the settling parties. If the settlement is approved, the court will issue an order that no otherclaims may be brought against the settling parties involving Aequitas investments. However, you will continue


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to own your Aequitas investment, and your rights to participate in other proceedings not involving the settlingparties, including any distributions that might be made by the Aequitas Receiver or any other lawsuits againstparties who are not being released in this lawsuit, will continue, except that you will likely have to account forthe settlement distribution you receive in this case.

If the settlement is approved, you will receive a check as soon as possible after the court's approvalorder, approximately 45-60 days after the order is signed.

CLASS COUNSEL

The court has approved the following attorneys to represent the settlement class. You will not becharged for these lawyers. If you want to be represented by your own attorney, you may hire one at your ownexpense.

Robert S. Banks, Jr.Samuels Yoelin Kantor, LLP

111 SW Fifth Avenue, Suite 3800Portland, Oregon 97204

Lawrence R. Cock

Cable Langenbach Kinerk & Bauer, LLPSuite 3500,1000 Second Avenue BuildingSeattle, Washington 98104

ADDITIONAL INFORMATION

This Notice is only a summary of the proposed settlement. More details are included in the SettlementAgreements and other papers filed by the parties with the court. They can be viewed at [claims administrator'ssettlement website]. In addition, you may call the Claims Administrator at [claims administrators' toll-freetelephone number] or Class Counsel at 800-647-8130.

By Order of The Honorable Marco A. Hernandez, United States District Court Judge, District ofOregon, Portland Division.


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Documents

[email protected] Seattle, Washington 98104-1048...Facsimile (503) 222-2937 Lawrence R. Cock, OSB No. 102524 [email protected] CABLE, LANGENBACH, KINERK & BAUER, LLP Suite 3500,1000