UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 94320 / February 28, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-19716

In the Matter of

SICA Wealth Management, LLC 

and Jeffrey C. Sica,

Respondents.

:

:

:

:

:

:

:

SECOND EXTENSION ORDER

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

May 31, 2022 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 February 27, 2020, the Commission issued an Order Instituting Administrative and 

Cease-and-Desist Proceedings Pursuant to Sections 203(e), 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 Sica Wealth Management, LLC (“SWM”) and Jeffrey C. Sica 

(“Sica”) (collectively, the “Respondents”). In the Order, the Commission found that from 

October 2013 to March 2015, on Sica’s recommendation, approximately 45 SWM advisory 

clients invested a total of more than $30 million in securities issued by Aequitas Commercial 

Finance, LLC (“ACF”), one of numerous entities affiliated with the Aequitas enterprise, the 

ultimate parent of which is Aequitas Management, LLC (collectively referred to herein as 

 

1

 Advisers Act Rel. No. 5453 (Feb. 27, 2020).
2

“Aequitas”). The Order also found that from October 2013 to November 2015 (the “relevant 

period”), SWM and Sica failed to provide these advisory clients material facts regarding 

compensation that Aequitas provided to SWM and another firm owned and controlled by Sica, 

(the “Affiliated Adviser”), which created conflicts of interest relating to SWM’s and Sica’s 

recommendations that clients invest in Aequitas securities. Specifically, Aequitas paid SWM 

and the Affiliated Adviser a total of approximately $2 million during the relevant period pursuant 

to consulting agreements and a loan agreement (collectively referred to as the “Aequitas 

agreements”). The Aequitas agreements and the resulting compensation should have been 

disclosed to clients so that they could fairly evaluate the conflicts in deciding whether to invest in 

Aequitas securities. By failing to disclose these facts to advisory clients, SWM and Sica violated 

Section 206(2) of the Advisers Act. 

The Commission ordered the Respondents to pay $236,029.19 in disgorgement, 

$62,664.23 in prejudgment interest, and collectively $110,000.00 in civil money penalties, for a 

total of $408,693.42, to the Commission. The Commission also created a Fair Fund, pursuant to 

Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalties paid, along with the 

disgorgement and interest paid, can be distributed to harmed investors (the “Fair Fund”).

The Fair Fund consists of the $408,693.42 paid by the Respondents. The Fair Fund has 

been deposited in an interest-bearing account at the U.S. Department of the Treasury’s Bureau of 

the Fiscal Service, and any accrued interest will be for the benefit of the Fair Fund.

On August 6, 2021, the Division of Enforcement, pursuant to delegated authority, issued 

an order granting the Division an extension of time until February 28, 2022 to submit a proposed 

plan of distribution to allow Commission staff additional time to verify eligible investor contact 
3

information, develop the distribution methodology, and prepare the proposed plan of 

distribution.2

The Division now believes an additional 3 months of time is needed. In its request for a 

second extension of time, the Division states that additional time is needed to prepare the 

proposed plan of distribution.

Accordingly, for good cause shown, IT IS HEREBY ORDERED that the Division’s 

request for an extension of time until May 31, 2022 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 

 

2

 Exchange Act Rel. No. 92603 (Aug. 6, 2021).

3

 17 C.F.R. § 200.30-4(a)(21)(i).