1

PDX\129912\215141\AP\29301342.1 October 27, 2020

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF OREGON (PORTLAND DIVISION) 

SECURITIES AND EXCHANGE 

COMMISSION, 

Plaintiff, 

v. 

AEQUITAS MANAGEMENT, LLC, ET AL., 

Defendants. 

Case No. 3:16-cv-00438-JR

AMENDED LIMITED JUDGMENT AS 

TO THE PROFESSIONAL FIRMS AND 

THE TERRELL PARTIES, INCLUDING 

PERMANENT INJUNCTIONS 

This matter was heard and decided on _____________, 2020, on the motion of the 

Receiver Ronald F. Greenspan (“Receiver”) for, inter alia, approval of settlement agreements 

between the Receivership Entity and the following counterparties (the “Claims Bar Settlement 

Agreements”): 

 Tonkon Torp, LLP (“Tonkon”);

 Integrity Bank & Trust and Integrity Trust (collectively “Integrity”);

 EisnerAmper LLP (“EisnerAmper”);

 Sidley Austin LLP (“Sidley”);

 TD Ameritrade, Inc. (“TD Ameritrade”);

 Duff & Phelps, LLC (“Duff”); and

 Deloitte & Touche LLP (“Deloitte”)

(collectively the “Professional Firms”). 

 Patrick Terrell;

 Richard Terrell;

Dec. 11
2

PDX\129912\215141\AP\29301342.1 October 27, 2020

 Kimberly Terrell;

 Meagan Terrell;

 Terrell Group Management, LLC; and

 PatRick Investments, LLC

(collectively the “Terrell Parties”). 

On behalf of the Receivership Entity, the Receiver asked this Court: (i) to determine that 

the terms of the Claims Bar Settlement Agreements are fair, reasonable, and adequate for the 

Receivership Entity; and (ii) to determine that a limited judgment should be entered as to the 

Professional Firms and the Terrell Parties that enjoins the prosecution of any Contribution 

Claims (as defined herein) by or against any of the Professional Firms or Terrell Parties. 

The Court having considered all papers filed and proceedings held herein and otherwise 

being fully informed, 

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED

that: 

1. This limited judgment (the “Limited Judgment”) shall be final and immediately

appealable pursuant to Federal Rule of Civil Procedure 54(b). The Court expressly finds that 

there is no just reason for delay of its entry and directs the Clerk of the Court to enter this 

Limited Judgment pursuant to Fed. R. Civ. P. 54(b). 

2. The following definitions are incorporated into this Limited Judgment from the

Claims Bar Settlement Agreements: 

a. “Advisory Board Members” means all of the former members of the Aequitas

Advisory Board, including without limitation William McCormick, L. Martin Brantley, Patrick 

Terrell, Edmund Jensen, Donna Miles, William Glasgow, Keith Barnes and Bob Zukis, as well as 

any family members and affiliates of any of the foregoing who are excluded from the class certified 

in the matter captioned Ciuffitelli et al. v. Deloitte & Touche LLP, et al., Case No. 3:16-cv-00580-

AC, U.S. District Court for the District of Oregon (the “Certified Class”). 
3

PDX\129912\215141\AP\29301342.1 October 27, 2020

b. “Aequitas Investors” means: (i) the members of the Certified Class; and (ii) the

individually named plaintiffs in the following lawsuits, which are individually and collectively 

defined as the “Individual Actions”: Wurster et al. v. Deloitte & Touche LLP, et al., Case No. 

16CV25920, Multnomah County Circuit Court; Pommier et al. v. Deloitte & Touche, LLP, et al., 

Case No. 16CV36439, Multnomah County Circuit Court; Ramsdell et al. v. Deloitte & Touche, 

LLP, et al., Case No. 16CV40659, Multnomah County Circuit Court; Layton et al. v. Deloitte & 

Touche, LLP et al., Case No. 16CV36439, Multnomah County Circuit Court; Cavanagh et al. v. 

Deloitte & Touche LLP, et al., Case No. 18CV09052, Multnomah County Circuit Court; Royal 

Fund LP, et al. v. Deloitte & Touche LLP, Case No. 19CV22914, Multnomah County Circuit 

Court; and Albers et al. v. Deloitte & Touche, et al., Case No. 3:16-cv-02239-AC, U.S. District 

Court for the District of Oregon. 

c. “Aequitas Securities” means any security, including but not limited to promissory

notes, other debt instruments, and limited partnership interests, issued or sold by any Receivership 

Entity. 

d. “Contribution Claim” means any claim of a Former Aequitas-Related Party,

whether now existing or hereafter arising, for contribution (including without limitation claims for 

contribution pursuant to ORS 59.115(3)), for indemnity (including without limitation equitable 

indemnity and implied indemnity), and/or for reimbursement, that is based upon or arises from a 

claim or claims against the Former Aequitas-Related Party related in any way to Aequitas 

Securities. 

e. “Court” means the U.S. District Court for the District of Oregon in which the SEC

Enforcement Action titled SEC v. Aequitas Management, LLC, et al., Case No. 3:16-CV-00438-

JR, is pending. 

f. “Directors and Officers” means all of the former directors and officers of the

entities now comprising the Receivership Entity, including without limitation Robert Jesenik, 

Brian Oliver, Craig Froude, Scott Gillis, Andrew MacRitchie, Olaf Janke, Brian Rice, William 

Ruh, Steve Hedberg, Brett Brown,1

 Tom Goila, Patricia Brown, Bill Malloy and Thomas Szabo, 

as well as any family members and affiliates of any of the foregoing who are excluded from the 

Certified Class. 

g. “Former Aequitas-Related Party(ies)” means any and all Advisory Board

Members, Directors and Officers, Individual Defendants, and Registered Investment Advisors. 

h. “Individual Actions” shall have the meaning assigned to it in section 2.b.(ii).

i. “Individual Defendants” means Robert J. Jesenik, Brian A. Oliver, and N. Scott

Gillis, each of whom is a defendant in the SEC Enforcement Action. 

1 Mr. Brown was excluded from the Certified Class, in light of his title of Senior Vice President, before the Court 

found that he should not be precluded from holding a Non-Officer Former Employee Claim. (Dkt. No. 813). 
4

PDX\129912\215141\AP\29301342.1 October 27, 2020

j. “Receiver” means Ronald F. Greenspan, the Court-appointed Receiver for the

Receivership Entity, pursuant to the Receivership Order. 

k. “Receivership Entity” means, individually and collectively, Aequitas

Management, LLC, Aequitas Holdings, LLC, Aequitas Commercial Finance, LLC, Aequitas 

Capital Management, Inc., Aequitas Investment Management, LLC and each of their 43 

subsidiaries and/or majority-owned affiliates, as set forth on Exhibit A to the Receivership Order. 

l. “Receivership Order” means the Order Appointing Receiver, entered in the SEC

Enforcement Action on or about April 14, 2016 (Dkt. 156). 

m. “Registered Investment Adviser” means any person or firm (including such

person or firm’s employees, agents, or representatives) registered as such with either the Securities 

and Exchange Commission or a state securities regulator, who provided advice, recommendations, 

reports, or analyses regarding Aequitas Securities to any Aequitas Investor, in exchange for any 

form of compensation. 

n. “SEC Enforcement Action” means the lawsuit titled SEC v. Aequitas

Management, LLC, et al., Case No. 3:16-CV-00438-JR, currently pending in the U.S. District 

Court for the District of Oregon. 

3. This Court has jurisdiction to enter this Limited Judgment. The Court has subject

matter jurisdiction over the SEC Civil Enforcement Action and subject matter jurisdiction over 

the settlements memorialized in the Claims Bar Settlement Agreements, including for, but not 

limited to, the reason that the settlements involve the disposition of assets of the Receivership 

Entity. The Court has personal jurisdiction not only over the persons who have appeared in the 

SEC Civil Enforcement Action but also over any and all Former Aequitas-Related Parties, for 

reasons including, but not limited to, the connection of Former Aequitas-Related Parties to 

entities included within the Receivership Entity, which are Oregon-based, and/or the connection 

of Former Aequitas-Related Parties to the issuance and/or sale and/or solicitation of the sale of 

Aequitas Securities by Oregon-based entities. 

4. The Court finds that this Limited Judgment is procedurally fair to all Former

Aequitas-Related Parties listed in Exhibit 1 hereto, regardless of whether they have appeared in 

the SEC Enforcement Action. The Motion for Order (1) Approving Compromises of Claims, 
5

PDX\129912\215141\AP\29301342.1 October 27, 2020

(2) Approving and Authorizing Performance of Settlement Agreements, (3) Entering Claims

Bars, and (4) Removing a Receivership Entity and an Extended Entity (“Approval Motion” Dkt. 

____), the Settlement Agreements, and the Proposed Limited Judgment were mailed to Former 

Aequitas-Related Parties listed on Exhibit 1, or their attorneys where applicable. A full and fair 

opportunity to be heard was accorded to all Former Aequitas-Related Parties with respect to the 

Receiver’s Motion for Approval, which included approval of the Claims Bar Settlement 

Agreements. Thus, it is hereby determined that the Professional Firms, the Terrell Parties and all 

Former Aequitas-Related Parties listed on Exhibit 1 hereto are bound by this Limited Judgment. 

5. The Claims Bar Settlement Agreements were approved in all respects, upon entry

of this Court’s Order (Dkt. ____), and shall be consummated in accordance with their terms and 

provisions. 

6. The Court finds that this Limited Judgment is substantively fair to all Former

Aequitas-Related Parties in that: (a) they receive reciprocal injunctions against Contribution 

Claims being brought against them by any of the Professional Firms or Terrell Parties; and (b) in 

the event any Former Aequitas-Related Party might otherwise have a Contribution Claim against 

one or more of the Professional Firms or the Terrell Parties arising from a claim against the 

Former Aequitas-Related Party by any Aequitas Investor, that Former Aequitas-Related Party 

will receive a reduction of any judgment against him/her/it in at least the amount that the 

Aequitas Investor received or is entitled to receive from any settlement with the corresponding 

Professional Firm or Terrell Party. 

7. Each and every Former Aequitas-Related Party and all persons in active concert

with them are hereby permanently enjoined from asserting any Contribution Claims against any 

852

866
6

PDX\129912\215141\AP\29301342.1 October 27, 2020

of the Professional Firms, including any of their past or present partners, owners, employees, 

insurers, successors or assigns, or any of the Terrell Parties in any proceeding whatsoever. 

8. The Professional Firms, including any of their past or present partners, owners,

employees, insurers, successors or assigns, and the Terrell Parties as well as all persons in active 

concert with them are hereby permanently enjoined from asserting any Contribution Claims 

against any Former Aequitas-Related Party, any Professional Firm or any Terrell Party, in any 

proceeding whatsoever. 

9. If an Aequitas Investor obtains a judgment against any Former Aequitas-Related

Party, that judgment shall be reduced by an amount at least equal to the amount of any settlement 

payment the Aequitas Investor received or is entitled to receive from the corresponding 

Professional Firm or Terrell Party. 

10. Each of the Receivership Entity, Professional Firms, Terrell Parties and Former

Aequitas-Related Parties shall bear their own costs and attorneys’ fees. 

11. Without affecting the finality of this Limited Judgment in any way, this Court

hereby retains continuing jurisdiction over: (a) implementation and enforcement of the Claims 

Bar Settlement Agreements; (b) enforcing and administering this Limited Judgment, including 

the injunctions contained herein; and (c) other matters related or ancillary to the foregoing. 

IT IS SO ORDERED. 

Dated: , 2020 

The Honorable Marco Hernández 

United States District Court Judge 

Dec. 11
7

PDX\129912\215141\AP\29301342.1 October 27, 2020

EXHIBIT 1 

Individual Defendants Advisory Board Members Directors and Officers

Brian A. Oliver 

N. Scott Gillis

Robert J. Jesenik

Donna Miles 

Edmund Jensen 

Gillis Management Solutions Inc. 

James Von Gremp 

Keith Barnes 

L. Martin Brantley

Patrick Terrell

Robert Zukis

William Glasgow

William C. McCormick

Andrew S. Craig

Alan A. Lordi 

Andrew N. MacRitchie 

Anthony Buda 

Brett Brown 

Brian Rice 

Brian Zeck 

Christopher Crow 

Craig Froude 

Edward Texeria 

James P. Bisenius 

James F. Crumpacker 

James H. Ganier 

Jason MacRae 

Jeffrey Mazer 

Ekaterina Baron 

Keith Gregg 

Michael I. Chong 

Michelle M. Agostine 

Olaf Janke 

Patricia Brown 

Patty Whittington 

Peter Hand 

R. Scott Wood

Robert E. Bedtritis

Robert Holmen

Robert Noack

Rory Donnelly

Ryan McDonald

Stanley W. Smith

Steven Hedberg

Tammy Wood

Thomas M. Goila

Thomas P. Reiter

Thomas Sidley

Thomas Szabo

Warren Brasch

Wayne Marschall

William M. Malloy III

William Ruh
8

PDX\129912\215141\AP\29301342.1 October 27, 2020

Related Parties Excluded from Certified 

Class 

RIAs 

Atherton Capital Holdings, LLC 

Edmund and Marilyn Jensen Tenants in 

Common 

Marilyn Jensen 

Income Opportunity Capital, LLC 

MSSB Cust fbo William McCormick Sep 

IRA 

The William C. McCormick Trust dtd 

4/19/2007; William C. McCormick, TTEE 

William C. and Jani E. McCormick 

Foundation 

Tracy Oliver 

WMI Investments, LLC 

Alternative Capital Advisers, LLC 

Annadel Capital, Inc. 

Ashton Thomas Private Wealth, LLC 

Axion Financial Group, LLC 

BKS Advisors, LLC 

Client 1st Advisory Group, LLC 

Concert Wealth Management 

Copperstone Partners, LLC 

Criterion Wealth Management 

De Groote Financial Group 

Del Mar Wealth Management 

Detalus Advisors, LLC (FKA Hancock Investment Advisors, 

LLC) 

Elite Wealth Management 

Encompass Wealth Advisors, LLC 

Enviso Capital, LLC 

Etesian Wealth Advisors, LLC 

Family Office Research, LLC 

FourStar Wealth Advisors, LLC (FKA Fieldstone Financial 

Management) 

Fusion Analytics Investment Partners, LLC 

GF Capital Management & Advisors, LLC 

GM Advisory Group 

Good Harbor Financial, LLC 

GPS Capital Management, LLC 

Gupta Wealth Management 

Integrated Financial Solutions Group, LLC 

IMS Capital Management, Inc. 

Integrity Bank and Trust 

International Assets Advisory, LLC 

Juetten Personal Financial Planning, LLC 

Lebenthal Wealth Advisors, LLC 

Lebenthal & Co., LLC 

Legacy Consulting Group 

Malloy & Co. 

Manchester Financial 

Matrix Capital Advisors, LLC 

Miracle Mile Advisors, LLC 

Mirae Asset Wealth Management (USA) Inc. 

Morgan Stanley/Graystone Consulting 

Ocean Avenue Wealth Management (AKA Ocean Avenue 

Financial Services, LLC) 

Pierpont Investment Group 
9

PDX\129912\215141\AP\29301342.1 October 27, 2020

Private Advisory Group LLC 

Wacker Wealth Partners, LLC 

Scottsdale Wealth Planning, Inc. 

Sica Wealth Management, LLC 

Steel Peak Wealth Management, LLC 

Strategic Capital Group 

VanClef Financial Group