UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 91816 / May 10, 2021 

ADMINISTRATIVE PROCEEDING

File No. 3-16098

In the Matter of

Wilmington Trust Corporation,

Respondent.

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ORDER APPROVING 

APPLICATION OF FUND 

ADMINISTRATOR FOR 

PAYMENT OF FEES AND 

EXPENSES AND APPROVAL OF 

FUTURE FEES AND EXPENSES

On September 11, 2014, the Commission issued an Order Instituting Cease-and-Desist 

Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the 

Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a 

Cease-and-Desist Order (“Order”)1 against Wilmington Trust Corporation (the “Respondent”). 

According to the Order, the administrative proceeding arose out of false and misleading 

disclosures by WTC concerning its accruing loans past due 90 days or more over multiple 

quarters during 2009 and 2010, its non-accruing loans in the third quarter of 2009, and its 

reserves for loan losses in the third and fourth quarters of 2009. The Commission found, among 

other things, that the Bank omitted almost $339 million in matured loans past due 90 days or 

more from its disclosures in its filings with the Commission for the third quarter of 2009; omitted 

over $330 million in matured loans past due 90 days or more from its disclosures in its filings for 

the year ended 2009; and incorporated its false and misleading Form 10-K for 2009 by reference 

in the offering materials for a February 2010 public offering in which the Bank sold $287 million 

of its common stock. The Commission determined that, by its conduct, WTC violated Sections 

17(a)(2) and 17(a)(3) of the Securities Act of 1933, and Sections 13(a), 13(b)(2)(A), and 

13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 13a-1, 13a-11, 13a-13, and 12b-20 

thereunder. The Commission ordered the Respondent to pay a total of $18,545,896.16 in 

disgorgement and prejudgment interest to the Commission. 

WTC has paid in full and the $18,545,896.16 in disgorgement and prejudgment interest 

paid by WTC (the “Distribution Fund”) is deposited in an interest-bearing account at the U.S. 

Treasury’s Bureau of Fiscal Service. 

 

1

 Securities Act Rel. No. 9646 (Sept. 11, 2014).
2

Funds from a related forfeiture action, United States v. $44,000,000 in United States 

Currency, 17- cv-01416-RGA (D. Del.), and a related district court in a related civil action, 

SEC v. Gibson, et al., 15-cv-00363-UNA (D. Del.), have been added to the Distribution Fund, 

along with accrued interest. 

The current balance of the Distribution Fund as of March 31, 2021 is $62,675,074.30.

On April 30, 2020, the Commission issued an order appointing Epiq Systems, Inc. as the 

fund administrator of the Distribution Fund and set the administrator’s bond amount.2

On July 10, 2020, the Secretary, pursuant to delegated authority, published a Notice of 

Proposed Plan of Distribution and Opportunity for Comment (“Notice”),3 pursuant to Rule 1103 

of the Commission’s Rules on Fair Fund and Disgorgement Plans (“Commission’s Rules”).4 

The Notice advised interested persons that they could obtain a copy of the Proposed Plan of 

Distribution (“Proposed Plan”) from the Commission’s public website or by submitting a written 

request to Catherine E. Pappas, United States Securities and Exchange Commission, One Penn 

Center, 1617 JFK Blvd., Ste. 520, Philadelphia, PA 19103. The Notice also advised that all 

persons desiring to comment on the Proposed Plan could submit their comments, in writing, 

within 30 days of the Notice. The Commission received no comments on the Proposed Plan 

during the comment period. On September 3, 2020, the Secretary, pursuant to delegated 

authority, issued an order approving the Proposed Plan,5 and posted the approved Plan of 

Distribution (the “Plan”). 

The Plan contemplates that the Fund Administrator’s fees and expenses will be paid from 

the Distribution Fund.6 In accordance with Rule 1105(d) of the Commission’s Rules, 17 C.F.R. 

§ 201.1105(d), the Fund Administrator has submitted to the Commission staff 4 invoices for 

services rendered from April 30, 2020 through February 28, 2021, totaling $23,425.86. The 

Commission staff has reviewed the Fund Administrator’s invoices, confirmed that the services 

have been provided, and finds the fees and expenses of $23,425.86 to be reasonable. The

Commission staff has requested that the Commission authorize the Office of Financial 

Management (“OFM”) to pay the Fund Administrator’s current fees and expenses of $23,425.86 

from the Distribution Fund. 

Additionally, to expedite and streamline the process for future payments, the Commission 

staff has requested that the Commission authorize OFM, at the direction of an Assistant Director 

of the Office of Distributions, to pay the Fund Administrator’s future fees and expenses from the 

Distribution Fund so long as the total amount paid to the Fund Administrator, including the 

invoice to be paid, does not exceed the total amount of the approved cost proposal submitted by 

the Fund Administrator.

 

2

 Order Appointing Fund Administrator and Set the Administrator’s Bond Amount, Exchange Act Rel. No. 88779 

(Apr. 30, 2020).

3

 Exchange Act Rel. No. 89287 (July 10, 2020).

4

 17 C.F.R. § 201.1103.

5

 See Order Approving Plan of Distribution, Exchange Act Rel. No. 89758 (Sept. 3, 2020).

6

 Plan at ¶ 17.
3

Accordingly, it is hereby ORDERED, pursuant to Rule 1105(d) of the Commission’s 

Rules, 17 C.F.R. § 201.1105(d), that OFM pay the Fund Administrator’s current fees and 

expenses of $23,425.86 from the Distribution Fund. Further, OFM is authorized to pay, at the 

direction of an Assistant Director of the Office of Distributions, any future fees and expenses of 

the Fund Administrator from the Distribution Fund so long as the total amount paid to the Fund 

Administrator, including the invoice to be paid, does not exceed the total amount of the approved 

cost proposal submitted by the Fund Administrator.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.7

Vanessa A. Countryman

Secretary 

 

7

 17 C.F.R. § 200.30-4(a)(21)(vi).