UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 99010 / November 22, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-20252

In the Matter of

Scott T. Wolfrum,

Respondent.

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ORDER CONSOLIDATING FAIR 

FUNDS

ADMINISTRATIVE PROCEEDING

File No. 3-20253

In the Matter of

Tyler C. Sadek,

Respondent.

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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 “Wolfrum Order”)1 against 

Scott T. Wolfrum (“Wolfrum”). In the Wolfrum Order, the Commission found that Wolfrum

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

1

 Exchange Act Rel. No. 91401 (Mar. 24, 2021).
2

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

lending to and invests in small businesses. In the Wolfrum Order, the Commission further found 

that, 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 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.

Also on March 24, 2021, the Commission issued a separate, but related settled Order 

Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to 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 “Sadek Order”) against Tyler C. Sadek (“Sadek”).2

 

In the Sadek Order, the Commission found that from 2016 to 2017, Sadek, a principal of 

Foundry Capital Group, LLC, an Indiana investment adviser to the FMOF, reviewed, edited, and 

approved newsletters issued to the Fund’s investors and prospective investors that contained 

misleading statements and omissions. Specifically, the newsletters contained misleading 

statements and omissions about the financial and operational condition of Fund holdings and 

expected annual interest from Fund holdings.

In their respective orders, the Commission ordered Wolfrum to pay $140,125.00 in 

disgorgement, $21,354.00 in prejudgment interest, and a $75,000 civil money penalty and Sadek 

to pay a $30,000 civil money penalty, for a collective total of $266,479.00 to the Commission; 

and created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the

monies collected can be distributed to harmed investors. 

2

 Advisers Act Rel. No. 5707 (Mar. 24, 2021).
3

Wolfrum and Sadek have paid in full. The Fair Funds are currently on deposit in

Commission-designated accounts at the United States Department of Treasury, and any accrued 

interest will be added to the Fair Funds.

The Division of Enforcement now recommends that the Fair Fund created in the Sadek 

Order be consolidated with the Fair Fund created in the Wolfrum Order for the purposes of 

distribution administration, in order to achieve a cost-effective and efficient distribution of the 

funds collected to harmed investors.

Accordingly, IT IS HEREBY ORDERED, that the Fair Fund established in the Sadek 

Order is consolidated with the Fair Fund established in the Wolfrum Order for the purposes of 

distribution administration.

By the Commission.

Vanessa A. Countryman

Secretary