UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 98804 / October 27, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-20252

In the Matter of

Scott T. Wolfrum,

Respondent.

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SECOND EXTENSION ORDER

The Division of Enforcement (“Division”) has requested an extension of time until 

February 6, 2024, to submit a Proposed Plan of Distribution under Rule 1101(a) of the 

Commission’s Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1101(a).

On March 24, 2021, the Commission issued an Order Instituting Administrative and 

Cease-and-Desist Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, 

and Sections 203(f) and 203(k) of the Investment Advisers Act of 1940, Making Findings, and 

Imposing Remedial Sanctions and a Cease-and-Desist Order (the “Order”)1against Scott T. 

Wolfrum (the “Respondent”). In the Order, the Commission found that the Respondent failed to 

disclose conflicts of interest when recommending that his advisory clients invest in Foundry 

Mezzanine Opportunity Fund (“FMOF” or the “Fund”), a private fund that provides lending to 

and invests in small businesses. From December 2015 to June 2018, Wolfrum sold more than 

$20 million in interests in FMOF, almost all of which were recommended by Wolfrum and sold 

1 Exchange Act Rel. No. 91401 (Mar. 24, 2021).
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to his advisory clients. Wolfrum failed to disclose to his clients the conflicts of interest created 

by his and his family member's financial interests in two of the Fund's holdings and Wolfrum's 

receipt of $140,125.00 in finder's fees for facilitating two different investments by the Fund. The 

Commission ordered the Respondent to pay $140,125.00 in disgorgement, $21,354.00 in 

prejudgment interest, and a $75,000.00 civil money penalty, for a total of $236,479.00, to the 

Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the

Sarbanes-Oxley Act of 2002, so the penalty paid, along with the disgorgement and interest paid, 

can be distributed to harmed investors (the “Fair Fund”).

The Fair Fund consists of the $236,479.00 paid by the Respondent. The Fair Fund has 

been deposited in a Commission-designated account at the U.S. Department of the Treasury, and 

any accrued interest will be added to the Fair Fund.

On February 6, 2023, the Division, pursuant to delegated authority, issued an Extension 

Order, extending the time to submit a proposed plan of distribution to October 31, 2023.2

The Division now believes additional time is needed to complete the process of 

combining this matter with a related case and to finalize the proposed plan of distribution, and 

requests that the time to submit a proposed plan of distribution be extended to February 6, 2024.

2

 Exchange Act Rel. No. 96813 (Feb. 6, 2023).
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Accordingly, for good cause shown, IT IS HEREBY ORDERED that the Division’s 

request for an extension of time until February 6, 2024, to submit a Proposed Plan of Distribution 

is granted.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.3

Vanessa A. Countryman

Secretary 

3

 17 C.F.R. § 200.30-4(a)(21)(i).