poptech, l.p., et al. v. stewardship investment advisors, llc, et al. 10-cv...

Case 3:10-cv-00967-SRU Document 215-2 Filed 12/02/13 of 40

EXHIBIT A


IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF CONNECTICUT

POPTECH, L.P., individually, and on behalf of a class of others similarly situated,

Plaintiff, Civil Action No. 3:10-cv-967 (SRU)

V.

STEWARDSHIP CREDIT ARBITRAGE FUND, LLC; STEWARDSHIP INVESTMENT ADVISORS, LLC; ACORN CAPITAL GROUP, LLC; MARLON QUAN; PAUL SEIDEN WAR and ROBERT BUCCI,

Defendants.

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE

WHEREAS, a putative class action is pending before the Court, which is entitled

Poptech, L. P. v. Stewardship Credit Arbitrage Fund, et al., Case No. 3:1 0-cv-967 (SRU);

WHEREAS, the Plaintiffs and Defendant, Robert Bucci, having made application,

pursuant to Federal Rule of Civil Procedure 23(e), for an Order preliminarily approving the

partial settlement of this Litigation, in accordance with a Stipulation of Settlement dated as of

2013 (the "Stipulation"), which, together with the Exhibits annexed hereto, sets

forth the terms and conditions for a proposed Settlement of the Litigation and for dismissal of the

Litigation with prejudice upon the terms and conditions set forth therein; and the Court, having

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read and considered the Stipulation and the Exhibits annexed thereto;

WHEREAS, all defined terms contained herein shall have the same meanings as set forth

in the Stipulation; and

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

The Court preliminarily certifies a Class consisting of all Persons who

invested or otherwise contributed to the Stewardship Fund during the period February 6, 2006,

through and including September 25, 2008, for settlement purposes only. Excluded from the

Class are the Defendants, their officers, subsidiaries and affiliates, any entities in which they

have a controlling interest; the legal representatives, heirs, successors, predecessors in interest,

affiliates or assigns of any of the Defendants; the members of each of the individual Defendants'

immediate family; the Judge(s) to whom this case is assigned; and those persons who submit a

valid request to be excluded from the Class pursuant to the Notice of Pendency and proposed

Settlement of Class Action.

2. The Court does hereby preliminarily approve the Stipulation and the

Settlement set forth therein, as within the range of possible approval, subject to further

consideration and final approval at the Settlement Hearing described below.

The Court approves, as to form and content, the Notice of Pendency and

Proposed Settlement of Class Action (the "Notice") and the Proof of Claim and Release (the

"Proof of Claim") annexed as Exhibits A-i, and A-2, respectively, and finds that the mailing of

the Notice, substantially in the manner and form set forth in ¶J 4-5 of this Order, meets the

requirements of Federal Rule of Civil Procedure 23 and due process, and is the best notice

practicable under the circumstances and shall constitute due and sufficient notice to all Persons

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entitled thereto.

4. A hearing (the "Settlement Hearing") shall be held before this Court on

at the United States District Court for the District of Connecticut,

U.S. Courthouse, 915 Lafayette Boulevard, Bridgeport, Connecticut, to determine whether the

proposed Settlement of the Litigation on the terms and conditions provided for in the Stipulation

is fair, just, reasonable and adequate to the Settling Parties and the Class and should be approved

by the Court; to determine the amount of fees and expenses that should be awarded to Plaintiffs'

Lead Counsel; and to determine whether to approve the proposed Bar Order. The Court may

adjourn the Settlement Hearing without further notice to Members of the Class.

5. The Court appoints Strategic Claims Services ("Claims Administrator") to

act and to supervise and administer the Notice procedure, as well as the processing of claims as

more fully set forth below:

a. Not later than thirty (30) days from the date of this Order ("Notice

Date"), the Claims Administrator shall cause a copy of the Notice and the Proof of Claim,

substantially in the form annexed as Exhibits A-i and A-2 hereto, to be mailed by first class mail

to those Class Members who can be identified with reasonable effort; and

b. At least seven (7) calendar days prior to the Settlement Hearing,

Plaintiffs' Lead Counsel shall serve on Bucci's Counsel and file with the Court, proof, by

affidavit or declaration, of such mailing.

6. All Members of the Class who do not submit a valid Request for

Exclusion, in accordance with ¶ 10 below, shall be bound by all determinations and judgments in

the Litigation concerning the Settlement.


7. Class Members who wish to participate in the Settlement shall complete

and submit a Proof of Claim in accordance with the instructions contained therein. Unless the

Court orders otherwise, all Proof of Claim forms must be postmarked no later than one hundred

twenty (120) days from the Notice Date (or the first business day thereafter if the 1201h day falls

on a weekend day or a legal holiday as defined in Fed. R. Civ. P. 6(a)), or such other date

thereafter as may be approved by the Court. Any Class Member who does not timely submit a

Proof of Claim (or Request for Exclusion) shall not only be barred from sharing in the

distribution of the proceeds of the Settlement Fund, but shall also be bound by all determinations

and Judgments in the action concerning the Settlement, whether favorable or unfavorable to the

Class, unless otherwise ordered by the Court.

8. Any Member of the Class may enter an appearance in the Litigation,

individually or through counsel of his, her or its own choice, at his, her or its own expense. If a

Member of the Class does not enter an appearance, he, she or it will be represented by Plaintiffs'

Lead Counsel.

9. Pending final determination of whether the Settlement should be

approved, neither the Lead Plaintiff nor any Class Member, either directly, representatively, or in

any other capacity, shall commence or prosecute against any of the Released Parties any action

or proceeding in any court or tribunal asserting any of the Released Claims.

10. Any Person falling within the definition of the Class may, upon request, be

excluded from the Class. Any such Person must submit to the Claims Administrator a Request

for Exclusion ("Request for Exclusion"), postmarked no later than twenty (20) days prior to the

date of the Settlement Hearing. A Request for Exclusion must state: (a) the name, address, and

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telephone number of the Person requesting exclusion; (b) the Person's purchases (or

investments/contributions) and sales of membership interest in the Stewardship Fund during the

Class Period, including the dates, investment/contribution amounts, and the price paid or

received for each membership interest in connection with any purchase or sale; and (c) that the

Person wishes to be excluded from the Class. All Persons/Entities who submit valid and timely

Requests for Exclusion in the manner set forth in this paragraph shall have no rights under the

Stipulation, shall not share in the distribution of the Net Settlement Fund, and shall not be bound

by the Stipulation or the Final Judgment and Order of Dismissal with Prejudice.

11. Any Member of the Class may appear and show cause (if he, she or it has

any) as to (1) why the proposed Settlement of the Litigation should or should not be approved as

fair, just, reasonable and adequate; (2) why a judgment should or should not be entered thereon;

(3) why the Plan of Allocation should or should not be approved; or (4) why attorneys' fees and

expenses should or should not be awarded to Plaintiffs' Lead Counsel. However, no Class

Member or any other Person shall be heard or entitled to contest the approval of the terms and

conditions of the proposed Settlement or the attorneys' fees and expenses to be awarded to

Plaintiffs' Lead Counsel, unless that Person has: (a) served written objections and copies of any

papers and briefs no fewer than twenty (20) calendar days prior to the date of the Settlement

Hearing on the following persons: James E. Miller or Karen M. Leser-Grenon, Shepherd

Finkelman Miller & Shah, LLP, 65 Main Street, Chester, CT 06412, Telephone: (860) 526-1100,

Attorneys for Plaintiffs; Ian E. Bjorkman, Law Office of Ian E. Bjorkman, LLC, 900 Chapel

Street, Suite 621, New Haven, CT 06510, Telephone: (203) 773-9110, Attorney for Robert

Bucci; and (b) filed said written objections, papers and briefs with the Clerk of the United States

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District Court for the District of Connecticut, 915 Lafayette Boulevard, Bridgeport, CT 06604.

Any Member of the Class who does not make his, her or its objection in the manner provided

herein shall be deemed to have waived such objection and shall forever be foreclosed from

making any objection to the fairness or adequacy of the proposed Settlement as incorporated in

the Stipulation and/or to the award of attorneys' fees and reimbursement of expenses to

Plaintiffs' Lead Counsel, unless otherwise ordered by the Court.

12. The passage of title and ownership of the Settlement Fund to the Escrow

Agent, in accordance with the terms and obligations of the Stipulation, is approved. No Person

who is not a Class Member, the Claims Administrator, or Plaintiffs' Lead Counsel, shall have

any right to any portion of, or in the distribution of, the Settlement Fund unless otherwise

ordered by the Court or otherwise provided in the Stipulation.

13. All funds held by the Escrow Agent shall be deemed and considered to be

in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such

time as such funds shall be distributed pursuant to the Stipulation and/or further Order(s) of the

Court.

14. All papers in support of the Settlement, or any application by Plaintiffs'

Lead Counsel for attorneys' fees or reimbursement of expenses, shall be filed and served seven

(7) calendar days prior to the Settlement Hearing.

15. Neither Bucci, nor Bucci's Counsel, shall have any responsibility for any

application for attorneys' fees or reimbursement of expenses submitted by Plaintiffs' Counsel,

and such matters will be considered separately from the fairness, reasonableness and adequacy of

the Settlement.

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16. At or after the Settlement Hearing, the Court shall determine whether any

application for attorneys' fees or reimbursement of expenses will be approved.

17. All reasonable expenses incurred in identifying and notifying Class

Members, as well as administering the Settlement Fund, shall be paid as set forth in the

Stipulation. In any event, if the Settlement is not approved by the Court, or otherwise fails to

become effective, neither the Lead Plaintiffs, Plaintiffs' Lead Counsel nor the Escrow Agent

shall have any obligation to repay any Notice and Administration Expenses except as provided in

the Stipulation.

18. Neither the Stipulation, nor any of its terms or provisions, nor any of the

negotiations or proceedings connected with it, shall be construed as: (1) an admission or

concession by Bucci of the truth of any of the allegations in the Litigation, or any liability, fault,

or wrongdoing of any kind; or (2) an admission or concession by Lead Plaintiffs and/or the Class

of any infirmity in the claims asserted in the Litigation.

19. The Parties shall be permitted to jointly agree to any corrections of

typographical errors or similar, non-substantive changes to the proposed forms of Notice to the

Class, including any pertinent dates, and other Settlement documents for purposes of ensuring

consistency of all such documents without further Order of this Court if any such inadvertent

errors are discovered prior to the date of publication of such Settlement documents.

20. The Court reserves the right to adjourn the date of the Settlement Hearing

without further notice to the Members of the Class, and it retains jurisdiction to consider all

further applications arising out of or connected with the proposed Settlement. The Court may

approve the Settlement, with such modifications as may be agreed to by the Settling Parties, if

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appropriate, without further notice to the Class.

IT IS SO ORDERED

DATED: ,2013

THE HONORABLE STEFAN R. UNDERHILL UNITED STATES DISTRICT JUDGE

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EXHIBIT A-1

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Plaintiff, Civil Action No. 3:10-cv-967 (SRU)

V

STEWARDSHIP CREDIT ARBITRAGE FUND, LLC; STEWARDSHIP INVESTMENT ADVISORS, LLC; ACORN CAPITAL GROUP, LLC; MARLON QUAN;, III; PAUL SEIDEN WAR; and ROBERT BUCCI,

Defendants.

NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION

IF YOU INVESTED OR OTHER WISE CONTRIBUTED TO THE STEWARDSHIP CREDIT ARBITRA GE FUND, LL BETWEEN FEBRUARY 6, 2006 AND

SEPTEMBER 25, 2008, INCLUSIVE (THE "CLASS") YOU COULD GETA PAYMENT FOR A CLASS ACTION SETTLEMENT.

A federal court authorized this Notice. This is not a solicitation from a lawyer.

Settlement Fund: Bucci has agreed to pay $15,000.00 in cash to the Class. There

may be additional settlements with other defendants as well in the future, about which you would

also receive notice. If you are in the Class, your recovery will depend on the amount you

invested or otherwise acquired in the Stewardship Fund and amount of any investment losses.

Depending on the number of investors that participate in the Settlement, the amount of any


recovery which you may be entitled to receive will vary before deduction of any taxes on the

income thereof, notice and administration costs and the attorneys' fees and expense award as

determined by the Court. A Class Member's actual recovery will be a proportion of the Net

Settlement Fund determined by that claimant's recognized claim as compared to the total

recognized claims submitted. Depending on the number of claims submitted, the amount paid

for membership interests, whether those interests were held at the end of the Class Period or sold,

withdrawn or redeemed during the Class Period, and, if sold, withdrawn or redeemed, when they

were sold, withdrawn or redeemed and the amount received, an individual Class Member may

receive more or less.

Reasons for Settlement: The Settlement partially resolves a lawsuit by Lead Plaintiffs

against Stewardship Credit Arbitrage Fund, LLC ("Fund"), Stewardship Investment Advisors,

LLC, Acorn Capital Group, LLC, Marlon Quan, Gustav Escher, III, Paul Seidenwar, and Robert

Bucci (collectively, "Defendants"), alleging that, contrary to the Fund's marketing materials and

ongoing representations to existing and potential members, certain risk management safeguards

were never put in place and certain due diligence was never performed and that Defendants were

aware of or should have been aware that the safeguards and due diligence were never performed.

As a result of the wrongdoing, Lead Plaintiffs allege, on behalf of themselves and the Class that,

as a proximate result of the alleged wrongdoing, they suffered damages when their investments

in the Fund were devalued after a Ponzi scheme operated by Thomas Petters and related entities

was revealed. Bucci denies the allegations in the lawsuit. The Settlement provides a substantial

recovery now based upon the limited assets available for collection from Bucci, and avoids the

costs and risks associated with continued litigation, including the danger of no recovery for the

see


Class.

If the Case Had Not Settled: Continuing with the case could have resulted in loss at

trial. The Parties do not agree on the amount of money that could have been obtained if the

Class prevailed at trial. Lead Plaintiffs and Bucci disagree about: (1) the extent that various

alleged conduct was materially false or misleading, if at all, and; (2) whether the

misrepresentations and omissions alleged were material, false, misleading, or otherwise

actionable under the federal securities laws.

Attorneys' Fees and Expenses: Court-appointed Plaintiffs' Lead Counsel have not

received any payment for their work investigating the facts, conducting this Litigation and

negotiating the Settlement on behalf of the Class. Plaintiffs' Lead Counsel will ask the Court for

attorneys' fees of 33% of the Settlement Fund and for reimbursement of certain out-of-pocket

expenses, plus interest. Over the past several years, Plaintiffs' Lead Counsel have expended

considerable time and effort in the prosecution of the Litigation on a contingent fee basis and

advanced the expenses of the Litigation in the expectation that, if they were successful in

obtaining a recovery for the Class, they would be paid from such recovery. In this type of

litigation it is customary for counsel to be awarded a percentage of the common fund recovery as

their attorneys' fees.

Court Hearing on Fairness of Settlement: [date], at a.m. The

purpose of the hearing will be to determine: (1) whether the Settlement is fair, reasonable and

adequate to Members of the Class, (2) whether the proposed plan to distribute the Settlement

proceeds is fair, reasonable and adequate, and (3) whether the application by Plaintiffs' Lead

Counsel and Lead Plaintiffs for an award of attorneys' fees and expenses should be approved.

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Contact the Parties Below to Obtain More Information About the Settlement:

Claims Administrator:

Stewardship Litigation Claims Administrator Strategic Claims Services 600 North Jackson Street, Suite 3 Media, PA 19063 Tel: 610-565-9202

Plaintiffs' Lead Counsel:

James E. Miller Karen M. Leser-Grenon Shepherd, Finkelman, Miller & Shah, LLP 65 Main Street Chester, CT 06412 Tel: 860-526-1100

S Your legal rights are affected whether you act or don't act. Read this Notice carefully.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:

SUBMIT A CLAIM The only way to get a payment from the Settlement. FORM The deadline for submitting a claim is , 2014.

EXCLUDE YOURSELF Get no payment. This is the only option that allows you to participate in another lawsuit against Bucci relating to the legal claims in this lawsuit. The deadline for requesting exclusion is --,2014. __ , 2014.

OBJECT You may write to the Court if you don't like this Settlement. The deadline for objection is 2014.

GO TO A HEARING You may ask to speak in Court about the fairness of the Settlement. However, if you are contesting the Settlement, you must first submit a written objection by ______, 2014, before you may speak to the Court at the hearing.

DO NOTHING Get no payment.

These rights and options are explained in this Notice.

The Court in charge of this case must decide whether to approve the Settlement.

Payments will be made if the Court approves the Settlement and, if there are any appeals,

S

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after appeals are resolved. Please be patient.

BASIC INFORMATION

Why Did I Get This Notice Package?

You or someone in your family may have invested or otherwise contributed to the Fund

between February 6, 2006 and September 25, 2008, inclusive.

You received this Notice because you have the right to know about the proposed

Settlement of a securities class action lawsuit, and about all of your options, before the Court

decides whether to approve the Settlement. If the Court approves the Settlement and after any

objections or appeals are resolved, the Claims Administrator appointed by the Court will make

the payments that the Settlement allows.

This package explains the lawsuit, the Settlement, your legal rights, what benefits are

available, who is eligible for them, and how to get them.

The Court in charge of the case is the United States District Court for the District of

Connecticut, and the case is known as Poptech, L.P. v. Stewardship Credit Arbitrage Fund, LLC,

et al., Case No. 3:10-cv-967 (SRU). The Parties that sued are called the Lead Plaintiffs, and the

entities and the individuals being sued, Stewardship Credit Arbitrage Fund, LLC, Stewardship

Investment Advisors, LLC, Acorn Capital Group, LLC, Marlon Quan, Gustav Escher, III, Paul

Seidenwar, and Robert Bucci, are called the Defendants.

2. What Is This Lawsuit About?

This case was brought as a securities class action alleging that, contrary to the Fund's

marketing materials and representations, Defendants never put in place certain risk management

safeguards and performed certain due diligence. As a result, Lead Plaintiffs and the Class lost

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significant sums of money when their investments were rendered essentially valueless because

Defendants had invested a vast amount of the Fund's investments in entities operated by Thomas

Petters, who was operating a Ponzi scheme. Lead Plaintiffs assert that these actions resulted in

actionable damages for investments made between February 6, 2006 and September 25, 2008,

inclusive.

3. Why Is This A Class Action?

In a class action, one or more people called class representatives sue on behalf of people

who have similar claims. In this instance, the Court-appointed Lead Plaintiff Poptech, L.P. and

Class Representative William A. Meyer, to represent the Class. One court resolves the issues for

all Class Members, except for those who exclude themselves from the Class. The Honorable

Stefan R. Underhill is the Judge in charge of this class action.

4. Why Is There A Settlement?

The Court did not decide in favor of Lead Plaintiffs or Bucci. Instead, both sides agreed

to a Settlement. That way, they avoid the cost of a trial, and eligible Class Members who make a

valid claim will get compensation. The Lead Plaintiffs and their attorneys think the Settlement is

a good result for all Class Members in light of the limited funds available for collection from

Bucci. Defendants deny liability and deny that Lead Plaintiffs and Members of the Class suffered

any damage. Further, assuming Lead Plaintiffs prevailed at trial, any favorable verdict would

have likely been the subject of appeal and the Class recovery would have remained uncertain and

further delayed. This case has not been settled as to all Defendants. If there are future

settlements, you will receive additional notice and an opportunity to share in any recovery.

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WHO IS IN THE SETTLEMENT

To see if you will get money from this Settlement, you first have to determine if you are a

Class Member.

5. How Do I Know If I Am Part Of The Settlement?

The Class includes all Persons who invested or otherwise contributed to the Stewardship

Fund between February 6, 2006 and September 25, 2008, inclusive.

6. What Are The Exceptions To Being Included?

You are not a Class Member if you are one of the Defendants, their officers, subsidiaries

and affiliates, any entities in which they have a controlling interest, the legal representatives,

heirs, successors, predecessors in interest, affiliates or assigns of any of the Defendants, the

members of each of the individual Defendants' immediate family, the Judge(s) to whom this case

is assigned and those persons who submit a valid request to be excluded from the Class pursuant

to the Notice of Pendency and proposed Settlement of Class Action.

7. I'm Still Not Sure If I Am Included.

If you are still not sure whether you are included, you can ask for free help. You can call

Strategic Claims Services at 866-274-4004 or 610-565-9202 for more information, or you can fill

out and return the Proof of Claim form described in question 10 to see if you qualify.

THE SETTLEMENT BENEFITS - WHAT YOU GET

8. What Does The Settlement Provide?

Bucci has agreed to pay $15,000.00 in cash to be divided among eligible Class Members

who send in valid Proof of Claim forms, after payment of Court-approved attorneys' fees and

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expenses, reimbursement of expenses of Lead Plaintiffs and the costs of claims administration,

including the costs of printing and mailing this Notice (the "Net Settlement Fund")

9. How Much Will My Payment Be?

Your share of the Net Settlement Fund will depend on the number of valid Proof of Claim

forms that Class Members send in and the amount you invested or contributed to the Fund during

the relevant period and when you invested and sold, withdrew, or redeemed your interests, as well

as the total amount ultimately recovered from the transferred assets, securities and interests.

A Class Member will be eligible to receive a distribution from the Net Settlement Fund

only if a Class Member had a net trading loss (i.e., after all profits from transactions in

Stewardship investments during the Class Period are subtracted from all losses).

The payment you get will reflect your pro rata share of the Net Settlement Fund and will

depend on the number of Class Members that participate in the Settlement and when those

interests were purchased or otherwise acquired and sold, withdrawn or redeemed. The number of

claimants who send in Proof of Claim forms varies widely from case to case. If fewer than

anticipated Class Members send in a Proof of Claim form, you will get more money.

HOW YOU GET A PAYMENT - SUBMITTING A CLAIM FORM

10. Assuming the Settlement Is Approved, How Will I Get A Payment?

To qualify for payment, you must be an eligible Class Member and you must send in a

Proof of Claim form. A Proof of Claim form is enclosed with this Notice. Read the instructions

carefully, fill out the form, include all the documents the form asks for, sign it, and mail it in the

postmarked no later than , 2014.

11. Assuming The Settlement Is Approved, When Will I Get My Payment?

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The Court will hold a hearing on , 2014, at :00 a.m., to decide whether to

approve the Settlement. If the Court approves the Settlement, there still may be an appeal to a

higher court by an objecting Person. It is always uncertain how these appeals are resolved, and

resolving them can take time, perhaps several years. Please be patient.

12. What Am I Giving Up To Get A Payment Or Stay In The Case?

Unless you exclude yourself, you are staying in the Class, and that means that you cannot

sue, continue to sue, or be part of any other lawsuit against Bucci about the same legal issues that

were or could have been raised in this case. It also means that all of the Court's orders will apply

to you and legally bind you and you will release your claims in this case against Bucci. The terms

of the release are included in the Proof of Claim form that is enclosed.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you don't want a payment from this Settlement, but you want to keep the right to sue or

continue to sue Bucci on your own about the same legal issues that were or could have been

raised in this case, then you must take steps to get out of the Class. This is called excluding

yourself, or is sometimes referred to as "opting out" of the Class.

13. How Do I Get Out Of The Class?

To exclude yourself from the Class, you must send a letter by mail stating that you want to

be excluded from the class in Poptech, L. P. v. Stewardship Credit Arbitrage Fund, et al., Case

No. 3:1 0-cv-967 (SRU). You must include your name, address, telephone number, and your

signature, and the amount of investments/contributions to the Fund between February 6, 2006 and

September 25, 2008, the amount of your investments in the Fund that were sold, withdrawn or

redeemed during this time period, if any, and for each purchase, acquisition or sale, the date of

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such purchase, acquisition or sale, and the amount you contributed. You must mail your

exclusion request and have it postmarked no later than to:

Stewardship Litigation Claims Administrator do Strategic Claims Services 600 North Jackson Street, Suite 3 Media, PA 19063

You cannot exclude yourself by telephone or e-mail. If you ask to be excluded, you are

not eligible to get any Settlement payment, you cannot object to the Settlement, and you will not

be legally bound by anything that happens in this lawsuit and Settlement

14. If I Do Not Exclude Myself, Can I Sue Bucci For The Same Thing Later?

No. Unless you exclude yourself, you give up any right to sue Bucci for the legal issues

that were or could have been raised in this Litigation. If you have a pending lawsuit against

Bucci, speak to your lawyer in that case immediately. Remember, the exclusion deadline is

2014.

15. If I Exclude Myself, Can I Get Money From This Settlement?

No. If you exclude yourself, do not send in a Proof of Claim form. But, you may sue,

continue to sue, or be part of a different lawsuit against Bucci if you exclude yourself.

THE LAWYERS REPRESENTING YOU

16. Do I Have A Lawyer In This Case?

The Court appointed the law firm of Shepherd, Finkelman Miller & Shah, LLP to

represent all Members of the Class.

This firm is called Plaintiffs' Lead Counsel. You will not be charged for these lawyers. If

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you want to be represented by your own lawyer, you may hire one at your own expense.

17. How Will The Lawyers Be Paid?

Plaintiffs' Lead Counsel will ask the Court for attorneys' fees of 33% of the Settlement

Fund and for reimbursement of out-of-pocket expenses, which were advanced by Plaintiffs' Lead

Counsel in connection with the Litigation, plus interest on such amounts. Such sums, as may be

approved by the Court, will be paid from the Settlement Fund. Class Members are not personally

liable for any such fees and expenses.

The attorneys' fees and expenses requested will be the only payment to Plaintiffs' Lead

Counsel for their efforts in achieving this Settlement and for their risk in undertaking this

representation on a wholly contingent basis. To date, Plaintiffs' Lead Counsel have not been paid

for their services conducting this Litigation on behalf of the Lead Plaintiffs and the Class, nor for

their substantial out-of-pocket expenses. The fee requested will compensate Plaintiffs' Lead

Counsel for their work in achieving the Settlement and is within the range of fees awarded to

class counsel under similar circumstances in other cases of this type. The Court may award less

than this amount.

OBJECTION TO THE SETTLEMENT

Your can tell the Court that you do not agree with the Settlement, or some part of it, with

Plaintiffs' Lead Counsel's request for attorneys' fees and reimbursement of expenses, and/or with

the Plan of Allocation.

18. How Do I Tell The Court That I Don't Like The Settlement, The Fee And Expense Request And/Or The Plan Of Allocation?

If you are a Class Member, you can object to the Settlement if you do not like any part of

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it. You can give reasons why you think the Court should not approve it and the Court will

consider your views. To make an objection, you must send a letter saying that you object to the

Settlement, the request for attorneys' fees and expenses, and/or the Plan of Allocation in Poptech,

L.P. v. Stewardship Credit Arbitrage Fund, LLC, et al., Case No. 3:10-cv-967 (SRU), even if you

intend to appear in person to object. Be sure to include your name, address, telephone number,

your signature, and the reasons you object to the Settlement, as well as the amount of your

investment or contribution to the Fund and any amount sold, withdrawn or redemed between

February 6, 2006 and September 25, 2008, inclusive. Any objection to the Settlement must be

mailed or delivered to the following attorneys, and filed with the Clerk of Court by no later than

at the following address:

Court:

CLERK OF THE COURT UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT 915 Lafayette Boulevard Bridgeport, CT 06604

Lead Counselfor Plaintiffs:

James E. Miller Karen M. Leser-Grenon Shepherd, Finkelman, Miller & Shah, LLP 65 Main Street Chester, CT 06412 Tel: (860) 526-1100 Fax: (860) 526-1120

Counsel for the Defendant:

Ian E. Bjorkman


Law Office of Ian E. Bjorkman, LLC 900 Chapel Street Suite 621 New Haven, CT 06510 Telephone: (203) 773-9110 Facsimile: (203) 516-2364

19. What's The Different Between Objecting And Excluding?

Objecting is simply telling the Court that you do not like something about the Settlement.

You can object only if you stay in the Class. Excluding yourself is telling the Court that you

don't want to be part of the Class. If you exclude yourself, you have no basis to object because

the case no longer affects you.

THE COURT'S FAIRNESS HEARING

The Court will hold a hearing to decide whether to approve the Settlement. You may

attend and you may ask to speak, but you don't have to.

20. When And Where Will The Court Decide Whether To Approve The Settlement?

The Court will hold a Fairness Hearing at :00 a.m., on , 2014, at the

United States District Court for the District of Connecticut, 915 Lafayette Boulevard, Bridgeport,

Connecticut 06604. At this hearing, the Court will consider whether the Settlement is fair,

reasonable, and adequate. If there are objections, the Court will consider them. The Court will

listen to people who have asked to speak at the hearing. The Court will also consider how much

to pay Plaintiffs' Lead Counsel. The Court may decide these issues at the hearing or take them

under consideration. We do not know how long these decisions will take.

21. Do I Have To Come To The Hearing?

No. Plaintiffs' Lead Counsel will answer questions from the Court, but you are welcome

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to attend at your own expense. If you send an objection, you do not have to come to Court to talk

about it. As long as you delivered your written objection on time, as described in question 18

above, the Court will consider it. You may also pay your own lawyer to attend, but your lawyer's

attendance is not necessary.

22. May I Speak At The Hearing?

You may ask the Court for permission to speak at the Fairness Hearing. To do so, you

must send a letter stating that it is your intention to appear in Poptech, LP v. Stewardship Credit

Arbitrage Fund, LLC, Case No. 3: 1 0-cv-00967-SRU. Be sure to include your name, address,

telephone number and your signature. You must include the amount that you invested or

otherwise contributed and sold, withdrew or redeemed between February 6, 2006 and September

25, 2008, inclusive. Your notice of intention to appear must be mailed or delivered no later than

to the Clerk of the Court, Plaintiffs' Lead Counsel, and Bucci's Counsel, at all of

the addresses listed in question 18. And, if you are objecting to the Settlement, you must also

follow the procedures for submitting a letter providing the reasons for your objection to the

Persons and by the date as explained in question 18. You cannot speak at the hearing if you

exclude yourself from the Class.

IF YOU DO NOTHING

23. What Happens If I Do Nothing At All?

If you do nothing, you will get no money from this Settlement. But, unless you exclude

yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other

lawsuit against Bucci about the same legal issues that were or could have been raised in this

Litigation.

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GETTING MORE INFORMATION

24. Are There More Details About The Settlement?

This Notice summarizes the proposed Settlement. More details are in the Settlement

Agreement and Stipulation of Settlement dated as of , 2013 ("Stipulation of

Settlement".) You can get a copy of the Stipulation of Settlement by writing to Stewardship

Litigation, Claims Administrator, do Strategic Claims Services, 600 North Jackson Street, Suite

3, Media, Pennsylvania, 19063 or from the Clerk's office at the United States District Court for

the District of Connecticut, 915 Lafayette Boulevard, Bridgeport, Connecticut, during regular

business hours or by visiting the following website: w.vw.stratcgicclairns.nct.

25. How Do I Get More Information?

You can call 866-274-4004, or 610-565-7985, or write to Stewardship Litigation Claims

Administrator, do Strategic Claims Services at 600 North Jackson Street, Suite 3, Media,

Pennsylvania, 19063 or send an e-mail to info(strategicclaims.net , or visit the website at

www.strategicclaims.net .

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE

SPECIAL NOTICES TO NOMINEES

If you invested or otherwise contributed to the Stewardship Fund between September 6,

2006 and September 25, 2008, inclusive, as nominee for a beneficial owner, then, within ten (10)

days after you receive this Notice, you must either: (1) send a copy of this Notice by first class

mail to all such owners; or (2) provide a list of the names and addresses of such persons to the

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Claims Administrator at the following address:


If you choose to mail the Notice and Proof of Claim yourself, you may obtain from the

Claims Administrator (without cost to you) as many additional copies of these documents as you

will need to complete the mailing.

Regardless of whether you choose to complete the mailing yourself or elect to have the

mailing performed for you, you may obtain reimbursement for or advancement of reasonable

administrative costs actually incurred or expected to be incurred in connection with forwarding

the Notice and which would not have been incurred but for the obligation to forward the Notice

upon submission of appropriate documentation to the Claims Administrator.

DATED: , 201 BY ORDER OF THE COURT UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT

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EXHIBIT A-2



U


Plaintiff, Civil Action No. 3:1 0-cv-967 (SRU)

V.

STEWARDSHIP CREDIT ARBITRAGE FUND, LLC; STEWARDSHIP INVESTMENT ADVISORS, LLC; ACORN CAPITAL GROUP, LLC; MARLON QUAN;, III; PAUL SEIDEN WAR; and ROBERT BUCCI,

Defendants.

PROOF OF CLAIM AND RELEASE

I. GENERAL INSTRUCTIONS

1. To recover as a Member of the Class based on your claims in the action entitled,

Poptech, L. P. v. Stewardship Credit Arbitrage Fund, LLC, Case No. 3:1 0-cv-967 (SRU), you

must complete and, on page 13 hereof, sign and date this Proof of Claim and Release. If you fail

to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim and release, your

claim may be rejected and you may be precluded from any recovery from the Settlement Fund

created in connection with the proposed Settlement of the Litigation.


2. Submission of this Proof of Claim and release, however, does not assure that you

will share in the proceeds of Settlement in this Litigation.

YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM

AND RELEASE POSTMARKED ON OR BEFORE 2014 ADDRESSED AS

FOLLOWS:


If you are NOT a Member of the Class, as defined in the Notice of Pendency and Proposed

Settlement of Class Actions ("Notice"), DO NOT submit a Proof of Claim and Release form.

4. If you are a member of the Class and have not properly excluded yourself, you are

bound by the terms of any judgment entered in the Litigation, WHETHER OR NOT YOU

SUBMIT A PROOF OF CLAIM AND RELEASE FORM.

II. DEFINITIONS

"Class" means all persons (as defined in the Parties' Settlement Agreement and

Stipulation of Settlement) who invested or otherwise contributed to the Stewardship Fund during

the period February 6, 2006 through and including September 25, 2008. Excluded from the Class

are the Defendants, their officers, subsidiaries and affiliates, any entities in which they have a

controlling interest, the legal representatives, heirs, successors, predecessors in interest, affiliates

or assigns of any of the Defendants, the members of each of the individual Defendants'

immediate family, the Judge(s) to whom this case is assigned and those persons who submit a


valid request to be excluded from the Class pursuant to the Notice of Pendency and proposed

Settlement of Class Action.

2. "Class Period" means the time period from February 6, 2006 to and including

September 25, 2008.

"Defendants" means Stewardship Credit Arbitrage Fund, LLC, Stewardship

Investment Advisors, Acorn Capital Group, LLC, Marion Quan, Gustav B. Escher, III, Paul

Seidenwar and Robert Bucci.

4. "Settling Defendant" means Robert Bucci.

III. CLAIMANT IDENTIFICATION

1. If you invested or otherwise contributed to the Stewardship Fund during the Class

Period, you are the beneficial purchaser as well as the record purchaser.

2. Use Part 1 of this form, which is entitled "Claimant Identification," to identify

each purchaser of record ("nominee"), if different from the beneficial purchaser of Stewardship

Investments. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER

OR PURCHASERS, OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER OR

PURCHASERS OF STEWARDSHIP FUND UPON WHICH THIS CLAIM IS BASED.

All joint purchasers must sign this claim. Executors, administrators, guardians,

conservators and trustees must complete and sign this claim on behalf of the Persons represented

by them and their authority must accompany this claim and their titles or capacities must be

stated. The Social Security (or taxpayer identification) number and telephone number of the

beneficial owner may be used in verifying the claim. Failure to provide the foregoing information

could delay verification of your claim or result in rejection of the claim.


IV. CLAIM FORM

Use Part II of this form, which is entitled "Schedule of Transactions in the

Stewardship fund," to supply all required details of your Stewardship Fund investments and sales

during the Class Period. If you need more space or additional schedules, attach separate sheets

giving all of the required information in substantially the same form. Sign and print or type your

name on each additional sheet.

2. On the schedules, provide all of the requested information with respect to all of

your investments and all of your sales of investments, including any withdrawals or redemptions

in the Stewardship Fund which took place at any time between February 6, 2006 and September

25, 2008, inclusive, whether such transactions resulted in a profit or a loss. Failure to report all

such transactions may result in the rejection of your claim.

List each transaction in the Class Period separately and in chronological order, by

investment date, beginning with the earliest. You must accurately provide the month, day and

year of each investment you list.

4. The above requests are designed to provide the minimum amount of information

necessary to process the most simple claims. The Claims Administrator may request additional

information as required to efficiently and reliably calculate your losses. In some cases where the

Claims Administrator cannot perform the calculation accurately or at a reasonable cost to the

Class with the information provided, the Claims Administrator may condition acceptance of the

claim upon the production of additional information and/or the hiring of an accounting expert at

the Claimant's cost.


PROOF OF CLAIM AND RELEASE

UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT

Poptech, L.P. v. Stewardship Credit Arbitrage Fund, LLC, et al. Case No. 3:10-cv-967 (SRU)

Must Be Postmarked No Later Than:

2014

Please Type or Print

PART I: CLAIMANT IDENTIFICATION

Beneficial Owner's Name (First, Middle, Last)

Record Owner's Name (First, Middle, Last) (if different from beneficial owner listed above)

Street Address

City

State

Zip Code

Foreign Province

Foreign Country

Individual Social Security Number or Taxpayer Identification Number

Corporation/Other

(work) Area Code

Telephone Number

(home) Area Code


PART II: SCHEDULE OF INVESTMENTS IN STEWARDSHIP FUND

A. Total amount of membership interests held by you at the close of business on February 5, 2006:

B. Purchases of Stewardship membership interests (after the close of trading on February 5, 2006 through, and including, September 25, 2008):

Purchase Date Amount of Purchase Price for Interests Mo. Day Year Interest Purchased (excluding commissions)

1

2

2. 2.

3

3. 3.

C. Between February 6, 2006 and September 25, 2008, inclusive, you purchased the following amount of interest in the Stewardship Fund: none, write 0)

D. Sales, Withdrawals or Redemptions of Stewardship Interest (February 5, 2006 - September 25, 2008, inclusive):

Trade Date Amount of Interest sold, Total Sales or mnildd/yy withdrawn or redeemed Redemption Cost

1. 1. 1.

2. 2. 2.

3. 3. 3.

E. Number of interests of the Stewardship Fund held by you on September 25, 2008:

If you require additional space, attach extra schedules in the same format as above. Sign and print your name on each additional page.

YOU MUST READ AND SIGN THE RELEASE ON PAGE 13.

-6-


V. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS

I (We) submit this Proof of Claim and Release under the terms of the Stipulation of

Settlement dated as of ,2013 ("Stipulation") described in the Notice. I (We)

also submit to the jurisdiction of the United States District Court for the District of Connecticut,

with respect to my claim as a Class Member (as defined in the Notice) and for purposes of

enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by

and subject to the terms of any judgment that may be entered in the Litigation. I (We) agree to

furnish additional information to the Claims Administrator or Plaintiffs' Lead Counsel to support

this claim if required to do so. I (We) have not submitted any other claim covering the

investment or contribution to the Stewardship Fund during the relevant time period and know of

no other Person having done so on my (our) behalf.

VI. RELEASE

"Released Claims" shall collectively mean any and all claims (including

"Unknown Claims" as defined in 13 below), demands, rights, causes of action or liabilities, of

every nature and description whatsoever, whether based in law or equity, on federal, state, local,

statutory or common law, or any other law, rule or regulation, including both known claims and

Unknown Claims, that have been or could have been asserted in any forum by the Class

Members, or any of them, or the successors or assigns of any of them, whether directly,

indirectly, derivatively, representatively or in any other capacity against any of the Released

Parties, which arise out of, or relate in any way, directly or indirectly, to the allegations,

transactions, facts, events, matters, occurrences, acts, representations or omissions involved, set

-7-


forth, referred to, or that could have been asserted in the Litigation, including, without limitation,

claims for negligence, gross negligence, breach of duty of care, breach of duty of loyalty, breach

of duty of candor, fraud, negligent misrepresentation, and breach of fiduciary duty, arising out

of, based upon or related in any way to the purchase, acquisition, sale or disposition of interests

in the Fund by any Class Member during the Class Period. Specifically excluded are any claims

asserted directly or indirectly in any pending actions, including any claims asserted in SEC v.

Marion Quan, et al., Civil Action No. 11-723 (ADM-JSM)(D. Minn.), which could directly or

indirectly benefit Plaintiffs and the Class.

2. "Released Parties" means Lead Plaintiffs, the Class, Plaintiffs' Counsel, the

Settling Defendant, and their respective past or present affiliates, subsidiaries, representatives,

shareholders, creditors, partners, principals, officers, directors, employees, insurers, reinsurers,

professional advisors, attorneys, agents, successors in interest, including but not limited to a

trustee appointed in Chapter 7 or 11 proceeding, a receiver, an assignee for the benefit of

creditors, or any similar successors other than securities brokers dealers who were not named as

parties in the Complaint. Released Parties shall not include any Defendants in the Litigation

other than Bucci.

"Unknown Claims" means any Released Claims that any of the Lead Plaintiffs or

Class Member does not know or suspect to exist in his, her or its favor at the time of the release

of the Released Parties and any Released Defendant's Claims that any Released Party does not

know or suspect to exist in his, her or its favor which, if known by him, her, or it might have

affected his, her or its settlement with and release of the Released Parties, or might have affected

his, her, or its decision(s) not to object to this Settlement. Upon the Effective Date, the Settling

-8-


Parties, and all other Persons and entities whose claims are being released, shall be deemed to

have, and shall have, expressly waived and relinquished, to the fullest extent permitted by law,

the provisions, rights and benefits of § 1542 of the California Civil Code, which provides as

follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Unless otherwise expressly provided in the Stipulation, Lead Plaintiffs, the Settling

Defendant and the Released Parties have, and each of the Class Members shall have, expressly

waived any and all provisions, rights and benefits conferred by any law of any state or territory

of the United States, or principle of common law, which is similar, comparable and equivalent to

California Civil Code § 1542. Lead Plaintiffs, the Settling Defendant and the Released Parties

may hereafter discover facts in addition to or different from those which he, she, or it now knows

or believes to be true with respect to the subject matter of the Released Claims and/or the

Released Defendant's Claims, but, unless otherwise specifically provided herein, each of the

Lead Plaintiffs and Settling Defendant shall expressly and each Class Member and Released

Party, upon the Effective Date, shall have fully, finally, and forever settled and released any and

all Released Claims and Released Defendant's Claims, known or unknown, suspected or

unsuspected, contingent or non-contingent, whether or not concealed or hidden, or are known to

exist, or heretofore have existed upon any theory of law or equity not existing or coming into

existence in the future, including, but not limited to, conduct which is negligent, intentional, with

or without malice, or a breach of any duty, law or rule, without regard to the subsequent

-9-


discovery or existence of such different or additional facts. Lead Plaintiffs, the Settling

Defendant and the Class Members acknowledge that the foregoing waiver of Unknown Claims

was separately bargained for and a key element of the Settlement of which this release is a part.

4. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully,

finally and forever settle, release, relinquish and discharge, all of the Released Claims (as

defined above) against Robert Bucci, and his respective past or present affiliates, parents,

subsidiaries, representatives, shareholders, creditors, partners, principals, officers, directors,

employees, insurers, reinsurers, professional advisors, financial advisors, accountants, auditors,

associates, general and limited partners and partnerships, heirs, executors, administrators,

attorneys, agents, successors in interest (including but not limited to a trustee appointed in a

Chapter 7 or 11 proceeding, a receiver, an assignee for the benefit of creditors, or any similar

successors other than securities broker dealers who were not named as parties in the Amended

Complaint), and assigns.

This release shall be of no force or effect unless and until the Court issues a Final

Order approving the Stipulation and it becomes effective on the Effective Date.

6. I (We) hereby warrant and represent that I (we) have not assigned or transferred

or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to

this release or any other part or portion thereof.

7. I (We) hereby warrant and represent that I (we) have included information about

all of my (our) investments in the Stewardship Fund that occurred during the time period covered

by this Proof of Claim, and any sales of my investments in the Fund during the relevant time

period.

-10-


SUBSTITUTE FORM W-9

Request for Taxpayer Identification Number ("TIN") and Certification

NAME:

Check appropriate box:

LI Individual/Sole Proprietor L] Corporation LI LI IRA LI

LI Pension Plan

Partnership LI Trust Other

Enter TIN on appropriate line.

-- For individuals, this is your Social Security Number ("SSN")

For sole proprietors, you must show your individual name, but you may also enter your business name or "doing business as" name. You may enter either your SSN or your Employer Identification Number ("EIN").

-- For other entities, it is your EIN.

- - or -

Social Security Number Employer Identification Number

PART II

For Payees Exempt from Backup Withholding

If you are exempt from backup withholding, enter your correct TIN in Part I and write "exempt" on the following line:______________________

-11-


PART III

Certification and Release

UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT:

The number shown on this form is my correct TIN; and

2. I (we) certify that I am (we are) NOT subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because: (a) I am (we are) exempt from backup withholding; or (b) I (we) have not been notified by the Internal Revenue Service that I am (we are) subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the Internal Revenue Service has notified me (us) that I am (we are) no longer subject to backup withholding.

NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, you must cross out Item 2 above.

SEE ENCLOSED FORM W-9 INSTRUCTIONS

The Internal Revenue Service does not require your consent to any provision of this document

other than the certification required to avoid backup withholding.

I (We) declare and certify that I (we) understand that, by executing this Certification and Release, I (we) are specifically releasing and giving up forever all of the Released Claims against the Released Parties identified in Section VI of this Proof of Claim.

I (We) declare under penalty of perjury under the laws of the United States of America that the foregoing information supplied by the undersigned is true and correct.

Executed this day of , in (Month/Year) (City)

(State/County)

(Sign your name here)

(Type or print your name here)

-12-


(Capacity of person(s) signing, e.g., Beneficial Purchaser, Executor, Administrator, Trustee, etc.)

ACCURATE CLAIMS PROCESSING TAKES A

SIGNIFICANT AMOUNT OF TIME.

THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

Please sign the above certification and release.

2. Remember to attach supporting documentation.

Do not send original documents of any kind.

4. Keep a copy of your Proof of Claim form for your records.

If you desire an acknowledgment of receipt of your Proof of Claim form, please send it Certified Mail, Return Receipt Requested.

6. If you move, please send us your new address.

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poptech, l.p., et al. v. stewardship investment advisors, llc, et al. 10-cv...

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