1034-00001 · Graystone & Falk LLP · Periodic Monitoring

90-day-status-check-january-2024.docx DOCUMENT Litigation

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

MEMORANDUM

TO: Conrad Ashby, Partner, White Collar & Investigations, Calderwood & Harkness LLP

FROM: Lisa Morrow, Associate, Banking & Finance, Calderwood & Harkness LLP

DATE: January 5, 2024

RE: 90-Day Periodic Status Check — Matter No. 1034-00001 — Representation of Jonathan R. Caldwell — Grand Jury Subpoena Response (Grand Jury No. 22-GJ-4481, U.S. District Court for the Southern District of New York)

Calderwood & Harkness LLP 450 Park Avenue, 30th Floor New York, NY 10022

I. Purpose and Background

This memorandum documents the most recent 90-day periodic status check for matter 1034-00001, performed as of January 5, 2024, in accordance with the monitoring protocol established by your Matter Dormancy Memorandum dated March 31, 2023. The purpose of this memorandum is to report the results of the status check inquiries, to confirm the current posture of the matter, and to set forth recommendations regarding the matter's continued classification and any necessary follow-up actions.

As background, matter 1034-00001 was placed in dormant status effective April 1, 2023, following the completion of all document productions responsive to the federal grand jury subpoena (Grand Jury No. 22-GJ-4481) issued by the U.S. Attorney's Office for the Southern District of New York ("USAO-SDNY"). Since that date, the matter has remained dormant, and this memorandum reflects the results of the third successive periodic status check.

Our client in this matter is Jonathan R. Caldwell. Mr. Caldwell is the Managing Principal and Sole Member of Caldwell Capital Advisors LLC, a New York limited liability company with offices at 590 Madison Avenue, 22nd Floor, New York, NY 10022. Mr. Caldwell is also the sole owner of JRC Realty Holdings LLC, a New York limited liability company used for certain personal real estate investment activities. Mr. Caldwell's personal residence is located at 1140 Park Avenue, Apt. 14C, New York, NY 10128.

The federal grand jury subpoena at issue was issued on November 18, 2022, and was served upon Mr. Caldwell on November 21, 2022. The subpoena sought the production of documents and testimony relating to Mr. Caldwell's former business associate, Marcus W. Stavros. Mr. Stavros is the founder and principal of Aegean Realty Partners LLC, a Connecticut limited liability company with offices at 280 Atlantic Street, Suite 510, Stamford, CT 06901. Mr. Stavros is the apparent target of a federal investigation being conducted by the USAO-SDNY involving, among other offenses, wire fraud in violation of 18 U.S.C. § 1343, bank fraud in violation of 18 U.S.C. § 1344, money laundering in violation of 18 U.S.C. § 1956, and conspiracy in violation of 18 U.S.C. § 371. The investigation appears to relate to Mr. Stavros's management of certain real estate investment funds — specifically, Aegean Realty Fund III LP, Aegean Realty Fund IV LP, and Aegean Realty Fund V LP — and his dealings with lending institutions, including Westlake Fidelity Bank, N.A. (600 Summer Street, Stamford, CT 06901) and Harborview Trust Company (88 Broad Street, Suite 200, Bridgeport, CT 06604).

As confirmed during a telephone proffer conducted on December 12, 2022, with Assistant United States Attorney Miriam T. Goldfarb of the Complex Frauds & Cybercrime Unit of the USAO-SDNY, Mr. Caldwell is considered a witness in the investigation and is not a target or subject of the investigation. AUSA Goldfarb provided this confirmation during the call, which was attended by Conrad Ashby, Daniel Obi, and the undersigned. No subsequent communication from AUSA Goldfarb or any other government representative has altered that classification.

Following the engagement of Calderwood & Harkness, the firm undertook a comprehensive document collection, review, and production effort. The final production of responsive, non-privileged documents and the accompanying privilege log were delivered to AUSA Goldfarb on February 24, 2023. In total, the firm produced 3,633 documents, bearing Bates numbers CALDWELL-00001 through CALDWELL-03633. An additional 214 documents were withheld from production on the basis of attorney-client privilege and/or the attorney work product doctrine, as reflected in the detailed privilege log submitted contemporaneously with the final production. AUSA Goldfarb acknowledged receipt of the final production on March 3, 2023, and stated that the government had "no further requests at this time." No date for testimony before the grand jury has been scheduled, and no further requests for documents, information, or testimony have been communicated by the government.

Following the completion of the production and the government's acknowledgment of receipt, Conrad Ashby transmitted a closing status letter to Mr. Caldwell dated March 22, 2023. That letter summarized the work performed, confirmed the government's statement that no further requests were pending, and advised Mr. Caldwell to contact Calderwood & Harkness immediately should he receive any further government contact or inquiry of any kind.

II. Status Check Protocol

Pursuant to the Matter Dormancy Memorandum issued by Conrad Ashby on March 31, 2023, matters placed in dormant status in the White Collar & Investigations practice group are subject to periodic status checks at 90-day intervals. The status check protocol is designed to ensure that any material developments that could affect the client's interests — including renewed government interest, public filings, indictments, or related proceedings — are identified promptly and addressed in a timely manner.

Each 90-day status check consists of the following inquiries:

1. Government Contact — Calderwood & Harkness. Whether Calderwood & Harkness LLP has received any new contact from the U.S. Attorney's Office for the Southern District of New York, the grand jury, or any other government agency relating to this matter, including but not limited to subpoenas, letters, telephone calls, emails, or informal communications of any kind.

2. Government Contact — Client. Whether Mr. Caldwell has reported any new government contact or inquiry, including service of any subpoena, receipt of any letter or communication, or any request for an interview or voluntary appearance.

3. PACER / Court Docket Search. A search of the Public Access to Court Electronic Records ("PACER") system for the U.S. District Court for the Southern District of New York (500 Pearl Street, New York, NY 10007), examining the public docket for any filings related to Grand Jury No. 22-GJ-4481 or any filings naming Jonathan R. Caldwell or Marcus W. Stavros in connection with matters that appear related to the underlying investigation.

4. Public Filings and Regulatory Searches. A review of publicly available sources, including SEC EDGAR filings, state regulatory databases, and court dockets, for any filings, indictments, complaints, enforcement actions, or media reports naming Mr. Caldwell or referencing the investigation in connection with Mr. Caldwell or his affiliated entities.

5. Stavros Indictment / Charging Document Monitor. A specific check for any indictment, information, or criminal complaint filed against Marcus W. Stavros in the Southern District of New York or related jurisdictions, given Mr. Stavros's status as the apparent target of the investigation and the potential implications of a public charging decision for our client's ongoing exposure.

Prior periodic status checks under this protocol were performed on approximately July 1, 2023 (first check), October 3, 2023 (second check), and now January 5, 2024 (third check). No developments of any kind were identified in any of the prior two status checks, and the matter has remained dormant throughout the entire monitoring period.

III. Findings — January 5, 2024 Status Check

Set forth below are the findings from each component of the 90-day periodic status check performed as of January 5, 2024.

A. Government Contact — Calderwood & Harkness

I have confirmed that no new communications, subpoenas, letters, emails, or telephone calls have been received by Calderwood & Harkness LLP from AUSA Miriam T. Goldfarb, any other representative of the U.S. Attorney's Office for the Southern District of New York, the Federal Bureau of Investigation, or any other federal, state, or local government agency relating to Mr. Caldwell or matter 1034-00001 since the last communication from the government on March 3, 2023.

In conducting this inquiry, I consulted with the firm's general counsel office and the centralized mail and docket department. Both confirmed that no incoming government correspondence — including any subpoenas, Civil Investigative Demands, target letters, subject letters, or informal requests — addressed to the firm or to any attorney in connection with this matter or the Caldwell representation has been received during the relevant period. The firm's electronic mail systems were also reviewed, and no communications from AUSA Goldfarb or any other USAO-SDNY representative were identified.

B. Government Contact — Client

Mr. Caldwell has not reported any new government contact, subpoena service, interview request, or other inquiry to Calderwood & Harkness. Pursuant to the closing status letter dated March 22, 2023, Mr. Caldwell was clearly instructed to contact Calderwood & Harkness immediately upon receipt of any communication from any government agency, law enforcement official, or any person purporting to act on behalf of the government. No such notification has been received from Mr. Caldwell or any representative acting on his behalf.

It should be noted that, as part of this periodic status check, I did not independently reach out to Mr. Caldwell to confirm the foregoing. This approach is consistent with the dormancy protocol established in the Matter Dormancy Memorandum, which provides for affirmative outreach to the client only if developments warranting such contact are identified during the status check. If you determine that a courtesy call or other proactive communication with Mr. Caldwell is appropriate at this time, notwithstanding the absence of identified developments, I am prepared to coordinate that outreach at your direction.

C. PACER / Court Docket Search

A search of the PACER database for the U.S. District Court for the Southern District of New York was performed on January 5, 2024. The search was conducted using the following terms and parameters:

• "Caldwell" (party name search)

• "Stavros" (party name search)

• "Aegean Realty" (party name search)

• "22-GJ-4481" (case number search)

The results of this search were as follows:

Jonathan R. Caldwell. No case filings, indictments, informations, criminal complaints, or sealed docket entries (to the extent any such entries are publicly visible on the docket) were identified naming Jonathan R. Caldwell in any proceeding that appears related to the grand jury investigation, the Aegean Realty matters, or the conduct at issue in Grand Jury No. 22-GJ-4481.

Marcus W. Stavros. No indictment, information, or criminal complaint against Marcus W. Stavros was found on the SDNY public docket as of the date of this check. This finding is significant, as it indicates that — to the extent publicly ascertainable — the government has not yet returned an indictment or filed other public charging documents against Mr. Stavros in this investigation. It remains possible, of course, that a sealed indictment has been returned but is not yet visible on the public docket, or that the investigation remains ongoing without a charging decision having been made.

Related Entities and Proceedings. No civil forfeiture actions, asset seizure proceedings, or related civil or criminal proceedings were identified on the SDNY public docket referencing Aegean Realty Partners LLC, Aegean Realty Fund III LP, Aegean Realty Fund IV LP, Aegean Realty Fund V LP, Westlake Fidelity Bank, N.A., or Harborview Trust Company in connection with the investigation or Grand Jury No. 22-GJ-4481.

D. Public Filings and Regulatory Searches

The following public filing and regulatory database searches were performed on January 5, 2024:

SEC EDGAR. A search of the Securities and Exchange Commission's EDGAR filing system was conducted using the names "Jonathan R. Caldwell," "Caldwell Capital Advisors LLC" (EIN: 83-2174056), and "JRC Realty Holdings LLC" (EIN: 81-4493217). No filings were identified naming any of these persons or entities in connection with any enforcement action, Wells notice, cease-and-desist proceeding, administrative proceeding, or investigation. No Form D or other offering filings by the Aegean Realty Funds referencing Caldwell in an enforcement context were identified.

Bank and Financial Institution Filings. No filings by Westlake Fidelity Bank, N.A. (600 Summer Street, Stamford, CT 06901) or Harborview Trust Company (88 Broad Street, Suite 200, Bridgeport, CT 06604) were identified naming Jonathan R. Caldwell, Caldwell Capital Advisors LLC, or JRC Realty Holdings LLC as a party in any civil litigation, regulatory proceeding, or other legal action related to the Aegean Realty matters or the underlying investigation. Additionally, no Suspicious Activity Reports or other regulatory filings naming Caldwell were publicly identified, though such filings would not typically be publicly available.

Connecticut Secretary of State Records. A search of the Connecticut Secretary of State's business entity database was conducted. Aegean Realty Partners LLC (formed March 12, 2014) remains listed as an active entity. No dissolution, revocation, or administrative action affecting the entity's standing was noted. This finding is consistent with the entity continuing to exist as a going concern, though the practical status of its business operations is not ascertainable from public records alone.

E. Media and News Database Search

A comprehensive search of major news databases was performed on January 5, 2024, using the Sundial Solutions News and Westmark Data Systems News platforms. The following search terms were employed, individually and in combination:

• "Caldwell" and "Stavros"

• "Caldwell" and "Aegean Realty"

• "Caldwell" and "grand jury"

• "Stavros" and "fraud" and "real estate"

Results Regarding Jonathan R. Caldwell. No media reports identifying Jonathan R. Caldwell in connection with any federal investigation, grand jury proceeding, criminal matter, or regulatory enforcement action were found. Mr. Caldwell's name appeared in several unrelated results (e.g., other individuals with the same surname), but none pertained to our client or to any matter involving the Aegean Realty investigation.

General Industry Coverage. Several general-interest articles were identified referencing broader trends in real estate syndication fraud, including articles published in the Wall Street Journal, Westmark Services Inc., and The Real Deal regarding unrelated enforcement actions by the SEC and the Department of Justice in the commercial real estate sector. However, none of these articles mentioned Jonathan R. Caldwell, Caldwell Capital Advisors LLC, JRC Realty Holdings LLC, or the specific Aegean Realty investigation.

Results Regarding Marcus W. Stavros. No media reports identifying Marcus W. Stavros as having been indicted, charged, arrested, or otherwise publicly accused of criminal conduct were found. This finding is consistent with the PACER search results described in Section III.C above, indicating that no public indictment or charging document has been filed as of January 5, 2024. No media reports referencing Aegean Realty Partners LLC in connection with a federal fraud investigation were identified.

F. Status of Related Parties

As part of the periodic status check, the following inquiries were made regarding the status of related parties and entities known to be involved in or relevant to the underlying investigation:

Marcus W. Stavros. Mr. Stavros continues to be represented by Victor A. Reddick of the firm Reddick, Sorrento & Hale LLP (1 Liberty Plaza, 37th Floor, New York, NY 10006). No contact from Mr. Reddick or any other representative of Stavros's counsel has been received by Calderwood & Harkness during the monitoring period. No public legal proceedings involving Mr. Stavros — whether criminal, civil, or regulatory — were identified in the searches described above. The absence of any public charging decision against Mr. Stavros, more than two years after the issuance of the subpoena in this matter, may indicate that the investigation remains ongoing or that the government's charging timeline has been extended.

Pinnacle Appraisal Group LLC. Pinnacle Appraisal Group LLC (355 Lexington Avenue, 9th Floor, New York, NY 10017) was identified during the document review as a firm that provided appraisals in connection with certain Aegean Realty transactions that are believed to be within the scope of the investigation. No public filings, enforcement actions, consent orders, or other regulatory proceedings were identified naming Pinnacle Appraisal Group LLC in connection with this investigation or any related matter.

Meridian Forensic Advisors LLC. Meridian Forensic Advisors LLC, the government-retained forensic accounting firm (led by Nathan P. Solis, Managing Director), was identified during the course of the engagement as having been retained by the USAO-SDNY to assist in the financial analysis underlying the investigation. No public reports, expert disclosures, published analyses, or other public materials relating to Meridian's work on the Aegean Realty investigation were identified.

Graystone & Falk LLP / Westlake Fidelity Bank, N.A. Graystone & Falk LLP (lead partner Catherine A. Falk) serves as counsel for Westlake Fidelity Bank, N.A. No communications from Graystone & Falk or any representative of Westlake Fidelity Bank have been received by Calderwood & Harkness during the monitoring period. No public civil litigation by Westlake Fidelity Bank against Jonathan R. Caldwell, Caldwell Capital Advisors LLC, or JRC Realty Holdings LLC was identified in the docket and database searches conducted as part of this status check.

IV. Billing and Administrative Status

The following reflects the current billing and administrative status of the matter:

Matter Classification. Matter 1034-00001 remains classified in dormant status within the firm's matter management system (Halcyon Data Systems, matter code 1034-00001, practice group: White Collar & Investigations). No request to close or reactivate the matter has been submitted, and no change in classification is recommended at this time.

Billing and Staffing Information.

Total Fees and Costs Billed. Total amounts billed through March 2023 were $337,290, comprised of $287,450 in professional fees and $49,840 in costs. Of the costs, $47,500 was attributable to the engagement of Clearpath Document Solutions Inc. for document hosting, processing, and production services, and the remaining $2,340 consisted of other miscellaneous costs including PACER fees, courier services, and related disbursements.

Payment Status. All invoices have been fully paid, and the outstanding balance is $0. Payments were received as follows:

• Retainer of $150,000 received and deposited December 7, 2022, and subsequently applied against invoices;

• Second payment of $100,000 received February 1, 2023;

• Final payment of $87,290 received March 15, 2023.

Current Time Entries. No new time entries or costs have been recorded against this matter since March 2023, other than de minimis time incurred by the undersigned for the periodic 90-day status checks. Consistent with the understanding established under the dormancy protocol, the time associated with these periodic status checks has not been billed to the client and has been recorded as non-billable administrative time.

IOLA Trust Account. The firm's IOLA trust account associated with this matter (Account No. 4401-8827-6650, maintained at Northern Capital Bank, N.A.) reflects a zero balance. The initial retainer of $150,000 was fully applied against outstanding invoices during the course of the engagement. No further deposits have been received, and no remaining trust balance exists.

Document Archival and Hosting. All document productions and attorney work product generated during the course of the representation remain archived with Clearpath Document Solutions Inc. (15 Maiden Lane, Suite 800, New York, NY 10038; project manager: Raj K. Anand) under the terms of the original engagement letter and vendor services agreement. Hosting fees for the archived document database are current as of the date of this memorandum, and no service interruption or access issues have been reported. The firm retains full access to the archived production database, including the Relativity workspace, should it become necessary to reactivate the matter or respond to any future government inquiries.

V. Recommendations

Based on the findings of the January 5, 2024 status check, I respectfully submit the following recommendations for your consideration:

1. Maintain Dormant Status. No developments of any kind have been identified that would warrant reactivation of the matter or any change in its current dormant classification. The matter should remain in dormant status in the firm's matter management system under the existing billing and administrative parameters.

2. Next Periodic Status Check. The next 90-day periodic status check should be scheduled for approximately April 5, 2024, following the same protocol and inquiry framework described in Section II of this memorandum. I will calendar this date and ensure that the check is performed on or about that date.

3. No Client Outreach Required. Unless you determine otherwise, no affirmative outreach to Mr. Caldwell is recommended at this time. The closing status letter of March 22, 2023, clearly instructs Mr. Caldwell to contact the firm immediately if any government contact or inquiry occurs, and no such contact has been reported. Should you wish to authorize a courtesy call or written communication to Mr. Caldwell — for example, to confirm his awareness of the ongoing monitoring protocol or to refresh his understanding of his obligation to notify the firm — I am prepared to coordinate such outreach at your direction.

4. Continue Monitoring for Stavros Indictment. The potential indictment or other public charging of Marcus W. Stavros remains the most likely catalyst for renewed government interest in Mr. Caldwell. Should an indictment, information, or criminal complaint be filed against Mr. Stavros, the government may seek to schedule Mr. Caldwell's grand jury testimony, issue additional subpoenas, or otherwise re-engage with our client. Such an event would warrant immediate outreach to Mr. Caldwell and potential reactivation of the matter, including the possible preparation of Mr. Caldwell for testimony. Accordingly, monitoring for a Stavros indictment or charging decision should remain a primary focus of all future status checks.

5. Document Retention. All matter files, attorney work product, document productions (Bates numbers CALDWELL-00001 through CALDWELL-03633), the privilege log (214 entries), internal memoranda, correspondence with the government, and all other materials generated or collected during the course of the representation should continue to be preserved in accordance with the firm's document retention policy. The litigation hold that was communicated to Mr. Caldwell at the outset of the engagement remains in effect, and no instruction has been given to Mr. Caldwell to release or modify that hold. The document archive maintained by Clearpath Document Solutions Inc. should likewise be preserved without modification.

6. Privilege Log Integrity. In the event the government challenges any of the privilege assertions reflected in the privilege log covering the 214 withheld documents at some future date, the firm should be prepared to brief the issue on an expedited basis. The privilege review guidelines memorandum prepared by Conrad Ashby and circulated to the document review team on December 14, 2022, together with the underlying privilege determinations, supporting notes, and the final privilege log, should remain readily accessible within the archived matter files. I recommend that the accessibility of these materials be confirmed as part of the next scheduled status check.

VI. Conclusion

Based on the 90-day periodic status check performed on January 5, 2024, there are no new developments in the federal investigation related to Grand Jury No. 22-GJ-4481 that affect Jonathan R. Caldwell or that require any action by Calderwood & Harkness LLP at this time. No government contact with the firm or the client has occurred. No public filings, indictments, informations, criminal complaints, enforcement actions, or civil proceedings naming Mr. Caldwell have been identified. No media reports connecting Mr. Caldwell to the investigation or any related matter have been found. No indictment or other public charging document against Marcus W. Stavros has appeared on the SDNY public docket.

The matter should remain in dormant status, and the next 90-day periodic status check should be scheduled for approximately April 5, 2024, following the same protocol.

Please advise if you have any questions or wish to modify any aspect of the monitoring protocol or the recommendations set forth above.

Respectfully submitted,

Lisa Morrow Associate, Banking & Finance Practice Group Calderwood & Harkness LLP 450 Park Avenue, 30th Floor New York, NY 10022 Tel: (212) 555-4100

Email: lmorrow@calderwoodharkness.com

cc: Conrad Ashby, Partner, White Collar & Investigations (via internal email)

Matter File 1034-00001

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT. This memorandum and all attachments are protected by the attorney-client privilege and the attorney work product doctrine. This document is intended solely for the use of the addressee and other authorized personnel of Calderwood & Harkness LLP. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.

Field	Detail
Billing Code	1034-00001 (White Collar & Investigations)
Responsible Partner	Bernard Crawford
Billing Partner	Conrad Ashby
Lead Associate	Daniel Obi
Working Associate	Lisa Morrow

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Conrad Ashby, Partner, White Collar & Investigations, Calderwood & Harkness LLP
FROM: Lisa Morrow, Associate, Banking & Finance, Calderwood & Harkness LLP
DATE: January 5, 2024
RE: 90-Day Periodic Status Check — Matter No. 1034-00001 — Representation of Jonathan R. Caldwell — Grand Jury Subpoena Response (Grand Jury No. 22-GJ-4481, U.S. District Court for the Southern District of New York)
Calderwood & Harkness LLP 450 Park Avenue, 30th Floor New York, NY 10022
I. Purpose and Background
This memorandum documents the most recent 90-day periodic status check for matter 1034-00001, performed as of January 5, 2024, in accordance with the monitoring protocol established by your Matter Dormancy Memorandum dated March 31, 2023. The purpose of this memorandum is to report the results of the status check inquiries, to confirm the current posture of the matter, and to set forth recommendations regarding the matter's continued classification and any necessary follow-up actions.
As background, matter 1034-00001 was placed in dormant status effective April 1, 2023, following the completion of all document productions responsive to the federal grand jury subpoena (Grand Jury No. 22-GJ-4481) issued by the U.S. Attorney's Office for the Southern District of New York ("USAO-SDNY"). Since that date, the matter has remained dormant, and this memorandum reflects the results of the third successive periodic status check.
Our client in this matter is Jonathan R. Caldwell. Mr. Caldwell is the Managing Principal and Sole Member of Caldwell Capital Advisors LLC, a New York limited liability company with offices at 590 Madison Avenue, 22nd Floor, New York, NY 10022. Mr. Caldwell is also the sole owner of JRC Realty Holdings LLC, a New York limited liability company used for certain personal real estate investment activities. Mr. Caldwell's personal residence is located at 1140 Park Avenue, Apt. 14C, New York, NY 10128.
The federal grand jury subpoena at issue was issued on November 18, 2022, and was served upon Mr. Caldwell on November 21, 2022. The subpoena sought the production of documents and testimony relating to Mr. Caldwell's former business associate, Marcus W. Stavros. Mr. Stavros is the founder and principal of Aegean Realty Partners LLC, a Connecticut limited liability company with offices at 280 Atlantic Street, Suite 510, Stamford, CT 06901. Mr. Stavros is the apparent target of a federal investigation being conducted by the USAO-SDNY involving, among other offenses, wire fraud in violation of 18 U.S.C. § 1343, bank fraud in violation of 18 U.S.C. § 1344, money laundering in violation of 18 U.S.C. § 1956, and conspiracy in violation of 18 U.S.C. § 371. The investigation appears to relate to Mr. Stavros's management of certain real estate investment funds — specifically, Aegean Realty Fund III LP, Aegean Realty Fund IV LP, and Aegean Realty Fund V LP — and his dealings with lending institutions, including Westlake Fidelity Bank, N.A. (600 Summer Street, Stamford, CT 06901) and Harborview Trust Company (88 Broad Street, Suite 200, Bridgeport, CT 06604).
As confirmed during a telephone proffer conducted on December 12, 2022, with Assistant United States Attorney Miriam T. Goldfarb of the Complex Frauds & Cybercrime Unit of the USAO-SDNY, Mr. Caldwell is considered a witness in the investigation and is not a target or subject of the investigation. AUSA Goldfarb provided this confirmation during the call, which was attended by Conrad Ashby, Daniel Obi, and the undersigned. No subsequent communication from AUSA Goldfarb or any other government representative has altered that classification.
Following the engagement of Calderwood & Harkness, the firm undertook a comprehensive document collection, review, and production effort. The final production of responsive, non-privileged documents and the accompanying privilege log were delivered to AUSA Goldfarb on February 24, 2023. In total, the firm produced 3,633 documents, bearing Bates numbers CALDWELL-00001 through CALDWELL-03633. An additional 214 documents were withheld from production on the basis of attorney-client privilege and/or the attorney work product doctrine, as reflected in the detailed privilege log submitted contemporaneously with the final production. AUSA Goldfarb acknowledged receipt of the final production on March 3, 2023, and stated that the government had "no further requests at this time." No date for testimony before the grand jury has been scheduled, and no further requests for documents, information, or testimony have been communicated by the government.
Following the completion of the production and the government's acknowledgment of receipt, Conrad Ashby transmitted a closing status letter to Mr. Caldwell dated March 22, 2023. That letter summarized the work performed, confirmed the government's statement that no further requests were pending, and advised Mr. Caldwell to contact Calderwood & Harkness immediately should he receive any further government contact or inquiry of any kind.
II. Status Check Protocol
Pursuant to the Matter Dormancy Memorandum issued by Conrad Ashby on March 31, 2023, matters placed in dormant status in the White Collar & Investigations practice group are subject to periodic status checks at 90-day intervals. The status check protocol is designed to ensure that any material developments that could affect the client's interests — including renewed government interest, public filings, indictments, or related proceedings — are identified promptly and addressed in a timely manner.
Each 90-day status check consists of the following inquiries:
1. Government Contact — Calderwood & Harkness. Whether Calderwood & Harkness LLP has received any new contact from the U.S. Attorney's Office for the Southern District of New York, the grand jury, or any other government agency relating to this matter, including but not limited to subpoenas, letters, telephone calls, emails, or informal communications of any kind.
2. Government Contact — Client. Whether Mr. Caldwell has reported any new government contact or inquiry, including service of any subpoena, receipt of any letter or communication, or any request for an interview or voluntary appearance.
3. PACER / Court Docket Search. A search of the Public Access to Court Electronic Records ("PACER") system for the U.S. District Court for the Southern District of New York (500 Pearl Street, New York, NY 10007), examining the public docket for any filings related to Grand Jury No. 22-GJ-4481 or any filings naming Jonathan R. Caldwell or Marcus W. Stavros in connection with matters that appear related to the underlying investigation.
4. Public Filings and Regulatory Searches. A review of publicly available sources, including SEC EDGAR filings, state regulatory databases, and court dockets, for any filings, indictments, complaints, enforcement actions, or media reports naming Mr. Caldwell or referencing the investigation in connection with Mr. Caldwell or his affiliated entities.
5. Stavros Indictment / Charging Document Monitor. A specific check for any indictment, information, or criminal complaint filed against Marcus W. Stavros in the Southern District of New York or related jurisdictions, given Mr. Stavros's status as the apparent target of the investigation and the potential implications of a public charging decision for our client's ongoing exposure.
Prior periodic status checks under this protocol were performed on approximately July 1, 2023 (first check), October 3, 2023 (second check), and now January 5, 2024 (third check). No developments of any kind were identified in any of the prior two status checks, and the matter has remained dormant throughout the entire monitoring period.
III. Findings — January 5, 2024 Status Check
Set forth below are the findings from each component of the 90-day periodic status check performed as of January 5, 2024.
A. Government Contact — Calderwood & Harkness
I have confirmed that no new communications, subpoenas, letters, emails, or telephone calls have been received by Calderwood & Harkness LLP from AUSA Miriam T. Goldfarb, any other representative of the U.S. Attorney's Office for the Southern District of New York, the Federal Bureau of Investigation, or any other federal, state, or local government agency relating to Mr. Caldwell or matter 1034-00001 since the last communication from the government on March 3, 2023.
In conducting this inquiry, I consulted with the firm's general counsel office and the centralized mail and docket department. Both confirmed that no incoming government correspondence — including any subpoenas, Civil Investigative Demands, target letters, subject letters, or informal requests — addressed to the firm or to any attorney in connection with this matter or the Caldwell representation has been received during the relevant period. The firm's electronic mail systems were also reviewed, and no communications from AUSA Goldfarb or any other USAO-SDNY representative were identified.
B. Government Contact — Client
Mr. Caldwell has not reported any new government contact, subpoena service, interview request, or other inquiry to Calderwood & Harkness. Pursuant to the closing status letter dated March 22, 2023, Mr. Caldwell was clearly instructed to contact Calderwood & Harkness immediately upon receipt of any communication from any government agency, law enforcement official, or any person purporting to act on behalf of the government. No such notification has been received from Mr. Caldwell or any representative acting on his behalf.
It should be noted that, as part of this periodic status check, I did not independently reach out to Mr. Caldwell to confirm the foregoing. This approach is consistent with the dormancy protocol established in the Matter Dormancy Memorandum, which provides for affirmative outreach to the client only if developments warranting such contact are identified during the status check. If you determine that a courtesy call or other proactive communication with Mr. Caldwell is appropriate at this time, notwithstanding the absence of identified developments, I am prepared to coordinate that outreach at your direction.
C. PACER / Court Docket Search
A search of the PACER database for the U.S. District Court for the Southern District of New York was performed on January 5, 2024. The search was conducted using the following terms and parameters:
• "Caldwell" (party name search)
• "Stavros" (party name search)
• "Aegean Realty" (party name search)
• "22-GJ-4481" (case number search)
The results of this search were as follows:
Jonathan R. Caldwell. No case filings, indictments, informations, criminal complaints, or sealed docket entries (to the extent any such entries are publicly visible on the docket) were identified naming Jonathan R. Caldwell in any proceeding that appears related to the grand jury investigation, the Aegean Realty matters, or the conduct at issue in Grand Jury No. 22-GJ-4481.
Marcus W. Stavros. No indictment, information, or criminal complaint against Marcus W. Stavros was found on the SDNY public docket as of the date of this check. This finding is significant, as it indicates that — to the extent publicly ascertainable — the government has not yet returned an indictment or filed other public charging documents against Mr. Stavros in this investigation. It remains possible, of course, that a sealed indictment has been returned but is not yet visible on the public docket, or that the investigation remains ongoing without a charging decision having been made.
Related Entities and Proceedings. No civil forfeiture actions, asset seizure proceedings, or related civil or criminal proceedings were identified on the SDNY public docket referencing Aegean Realty Partners LLC, Aegean Realty Fund III LP, Aegean Realty Fund IV LP, Aegean Realty Fund V LP, Westlake Fidelity Bank, N.A., or Harborview Trust Company in connection with the investigation or Grand Jury No. 22-GJ-4481.
D. Public Filings and Regulatory Searches
The following public filing and regulatory database searches were performed on January 5, 2024:
SEC EDGAR. A search of the Securities and Exchange Commission's EDGAR filing system was conducted using the names "Jonathan R. Caldwell," "Caldwell Capital Advisors LLC" (EIN: 83-2174056), and "JRC Realty Holdings LLC" (EIN: 81-4493217). No filings were identified naming any of these persons or entities in connection with any enforcement action, Wells notice, cease-and-desist proceeding, administrative proceeding, or investigation. No Form D or other offering filings by the Aegean Realty Funds referencing Caldwell in an enforcement context were identified.
Bank and Financial Institution Filings. No filings by Westlake Fidelity Bank, N.A. (600 Summer Street, Stamford, CT 06901) or Harborview Trust Company (88 Broad Street, Suite 200, Bridgeport, CT 06604) were identified naming Jonathan R. Caldwell, Caldwell Capital Advisors LLC, or JRC Realty Holdings LLC as a party in any civil litigation, regulatory proceeding, or other legal action related to the Aegean Realty matters or the underlying investigation. Additionally, no Suspicious Activity Reports or other regulatory filings naming Caldwell were publicly identified, though such filings would not typically be publicly available.
Connecticut Secretary of State Records. A search of the Connecticut Secretary of State's business entity database was conducted. Aegean Realty Partners LLC (formed March 12, 2014) remains listed as an active entity. No dissolution, revocation, or administrative action affecting the entity's standing was noted. This finding is consistent with the entity continuing to exist as a going concern, though the practical status of its business operations is not ascertainable from public records alone.
E. Media and News Database Search
A comprehensive search of major news databases was performed on January 5, 2024, using the Sundial Solutions News and Westmark Data Systems News platforms. The following search terms were employed, individually and in combination:
• "Caldwell" and "Stavros"
• "Caldwell" and "Aegean Realty"
• "Caldwell" and "grand jury"
• "Stavros" and "fraud" and "real estate"
Results Regarding Jonathan R. Caldwell. No media reports identifying Jonathan R. Caldwell in connection with any federal investigation, grand jury proceeding, criminal matter, or regulatory enforcement action were found. Mr. Caldwell's name appeared in several unrelated results (e.g., other individuals with the same surname), but none pertained to our client or to any matter involving the Aegean Realty investigation.
General Industry Coverage. Several general-interest articles were identified referencing broader trends in real estate syndication fraud, including articles published in the Wall Street Journal, Westmark Services Inc., and The Real Deal regarding unrelated enforcement actions by the SEC and the Department of Justice in the commercial real estate sector. However, none of these articles mentioned Jonathan R. Caldwell, Caldwell Capital Advisors LLC, JRC Realty Holdings LLC, or the specific Aegean Realty investigation.
Results Regarding Marcus W. Stavros. No media reports identifying Marcus W. Stavros as having been indicted, charged, arrested, or otherwise publicly accused of criminal conduct were found. This finding is consistent with the PACER search results described in Section III.C above, indicating that no public indictment or charging document has been filed as of January 5, 2024. No media reports referencing Aegean Realty Partners LLC in connection with a federal fraud investigation were identified.
F. Status of Related Parties
As part of the periodic status check, the following inquiries were made regarding the status of related parties and entities known to be involved in or relevant to the underlying investigation:
Marcus W. Stavros. Mr. Stavros continues to be represented by Victor A. Reddick of the firm Reddick, Sorrento & Hale LLP (1 Liberty Plaza, 37th Floor, New York, NY 10006). No contact from Mr. Reddick or any other representative of Stavros's counsel has been received by Calderwood & Harkness during the monitoring period. No public legal proceedings involving Mr. Stavros — whether criminal, civil, or regulatory — were identified in the searches described above. The absence of any public charging decision against Mr. Stavros, more than two years after the issuance of the subpoena in this matter, may indicate that the investigation remains ongoing or that the government's charging timeline has been extended.
Pinnacle Appraisal Group LLC. Pinnacle Appraisal Group LLC (355 Lexington Avenue, 9th Floor, New York, NY 10017) was identified during the document review as a firm that provided appraisals in connection with certain Aegean Realty transactions that are believed to be within the scope of the investigation. No public filings, enforcement actions, consent orders, or other regulatory proceedings were identified naming Pinnacle Appraisal Group LLC in connection with this investigation or any related matter.
Meridian Forensic Advisors LLC. Meridian Forensic Advisors LLC, the government-retained forensic accounting firm (led by Nathan P. Solis, Managing Director), was identified during the course of the engagement as having been retained by the USAO-SDNY to assist in the financial analysis underlying the investigation. No public reports, expert disclosures, published analyses, or other public materials relating to Meridian's work on the Aegean Realty investigation were identified.
Graystone & Falk LLP / Westlake Fidelity Bank, N.A. Graystone & Falk LLP (lead partner Catherine A. Falk) serves as counsel for Westlake Fidelity Bank, N.A. No communications from Graystone & Falk or any representative of Westlake Fidelity Bank have been received by Calderwood & Harkness during the monitoring period. No public civil litigation by Westlake Fidelity Bank against Jonathan R. Caldwell, Caldwell Capital Advisors LLC, or JRC Realty Holdings LLC was identified in the docket and database searches conducted as part of this status check.
IV. Billing and Administrative Status
The following reflects the current billing and administrative status of the matter:
Matter Classification. Matter 1034-00001 remains classified in dormant status within the firm's matter management system (Halcyon Data Systems, matter code 1034-00001, practice group: White Collar & Investigations). No request to close or reactivate the matter has been submitted, and no change in classification is recommended at this time.
Billing and Staffing Information.
Total Fees and Costs Billed. Total amounts billed through March 2023 were $337,290, comprised of $287,450 in professional fees and $49,840 in costs. Of the costs, $47,500 was attributable to the engagement of Clearpath Document Solutions Inc. for document hosting, processing, and production services, and the remaining $2,340 consisted of other miscellaneous costs including PACER fees, courier services, and related disbursements.
Payment Status. All invoices have been fully paid, and the outstanding balance is $0. Payments were received as follows:
• Retainer of $150,000 received and deposited December 7, 2022, and subsequently applied against invoices;
• Second payment of $100,000 received February 1, 2023;
• Final payment of $87,290 received March 15, 2023.
Current Time Entries. No new time entries or costs have been recorded against this matter since March 2023, other than de minimis time incurred by the undersigned for the periodic 90-day status checks. Consistent with the understanding established under the dormancy protocol, the time associated with these periodic status checks has not been billed to the client and has been recorded as non-billable administrative time.
IOLA Trust Account. The firm's IOLA trust account associated with this matter (Account No. 4401-8827-6650, maintained at Northern Capital Bank, N.A.) reflects a zero balance. The initial retainer of $150,000 was fully applied against outstanding invoices during the course of the engagement. No further deposits have been received, and no remaining trust balance exists.
Document Archival and Hosting. All document productions and attorney work product generated during the course of the representation remain archived with Clearpath Document Solutions Inc. (15 Maiden Lane, Suite 800, New York, NY 10038; project manager: Raj K. Anand) under the terms of the original engagement letter and vendor services agreement. Hosting fees for the archived document database are current as of the date of this memorandum, and no service interruption or access issues have been reported. The firm retains full access to the archived production database, including the Relativity workspace, should it become necessary to reactivate the matter or respond to any future government inquiries.
V. Recommendations
Based on the findings of the January 5, 2024 status check, I respectfully submit the following recommendations for your consideration:
1. Maintain Dormant Status. No developments of any kind have been identified that would warrant reactivation of the matter or any change in its current dormant classification. The matter should remain in dormant status in the firm's matter management system under the existing billing and administrative parameters.
2. Next Periodic Status Check. The next 90-day periodic status check should be scheduled for approximately April 5, 2024, following the same protocol and inquiry framework described in Section II of this memorandum. I will calendar this date and ensure that the check is performed on or about that date.
3. No Client Outreach Required. Unless you determine otherwise, no affirmative outreach to Mr. Caldwell is recommended at this time. The closing status letter of March 22, 2023, clearly instructs Mr. Caldwell to contact the firm immediately if any government contact or inquiry occurs, and no such contact has been reported. Should you wish to authorize a courtesy call or written communication to Mr. Caldwell — for example, to confirm his awareness of the ongoing monitoring protocol or to refresh his understanding of his obligation to notify the firm — I am prepared to coordinate such outreach at your direction.
4. Continue Monitoring for Stavros Indictment. The potential indictment or other public charging of Marcus W. Stavros remains the most likely catalyst for renewed government interest in Mr. Caldwell. Should an indictment, information, or criminal complaint be filed against Mr. Stavros, the government may seek to schedule Mr. Caldwell's grand jury testimony, issue additional subpoenas, or otherwise re-engage with our client. Such an event would warrant immediate outreach to Mr. Caldwell and potential reactivation of the matter, including the possible preparation of Mr. Caldwell for testimony. Accordingly, monitoring for a Stavros indictment or charging decision should remain a primary focus of all future status checks.
5. Document Retention. All matter files, attorney work product, document productions (Bates numbers CALDWELL-00001 through CALDWELL-03633), the privilege log (214 entries), internal memoranda, correspondence with the government, and all other materials generated or collected during the course of the representation should continue to be preserved in accordance with the firm's document retention policy. The litigation hold that was communicated to Mr. Caldwell at the outset of the engagement remains in effect, and no instruction has been given to Mr. Caldwell to release or modify that hold. The document archive maintained by Clearpath Document Solutions Inc. should likewise be preserved without modification.
6. Privilege Log Integrity. In the event the government challenges any of the privilege assertions reflected in the privilege log covering the 214 withheld documents at some future date, the firm should be prepared to brief the issue on an expedited basis. The privilege review guidelines memorandum prepared by Conrad Ashby and circulated to the document review team on December 14, 2022, together with the underlying privilege determinations, supporting notes, and the final privilege log, should remain readily accessible within the archived matter files. I recommend that the accessibility of these materials be confirmed as part of the next scheduled status check.
VI. Conclusion
Based on the 90-day periodic status check performed on January 5, 2024, there are no new developments in the federal investigation related to Grand Jury No. 22-GJ-4481 that affect Jonathan R. Caldwell or that require any action by Calderwood & Harkness LLP at this time. No government contact with the firm or the client has occurred. No public filings, indictments, informations, criminal complaints, enforcement actions, or civil proceedings naming Mr. Caldwell have been identified. No media reports connecting Mr. Caldwell to the investigation or any related matter have been found. No indictment or other public charging document against Marcus W. Stavros has appeared on the SDNY public docket.
The matter should remain in dormant status, and the next 90-day periodic status check should be scheduled for approximately April 5, 2024, following the same protocol.
Please advise if you have any questions or wish to modify any aspect of the monitoring protocol or the recommendations set forth above.
Respectfully submitted,
Lisa Morrow Associate, Banking & Finance Practice Group Calderwood & Harkness LLP 450 Park Avenue, 30th Floor New York, NY 10022 Tel: (212) 555-4100
Email: lmorrow@calderwoodharkness.com
cc: Conrad Ashby, Partner, White Collar & Investigations (via internal email)
Matter File 1034-00001
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT. This memorandum and all attachments are protected by the attorney-client privilege and the attorney work product doctrine. This document is intended solely for the use of the addressee and other authorized personnel of Calderwood & Harkness LLP. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.
Field | Detail
Billing Code | 1034-00001 (White Collar & Investigations)
Responsible Partner | Bernard Crawford
Billing Partner | Conrad Ashby
Lead Associate | Daniel Obi
Working Associate | Lisa Morrow

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

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