UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 87854 / December 23, 2019

ADMINISTRATIVE PROCEEDING

File No. 3-19227

In the Matter of

Fieldstone Financial Management 

Group, LLC and Kristofor R. Behn,

Respondents.

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NOTICE OF PROPOSED PLAN 

OF DISTRIBUTION AND 

OPPORTUNITY FOR 

COMMENT

Notice is hereby given, pursuant to Rule 1103 of the United State Securities and 

Exchange Commission’s (“Commission”) Rules on Fair Fund and Disgorgement Plans 

(“Commission’s Rules”), 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted 

to the Commission a proposed plan of distribution (the “Plan”) for the distribution of monies 

paid in the above-captioned matter.

On July 1, 2019, the Commission issued an Order Instituting Administrative and Ceaseand-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Section 21C of the 

Securities Exchange Act of 1934, Sections 203(e), 203(f) and 203(k) of the Investment Advisers 

Act of 1940, and Section 9(b) of the Investment Company Act of 1940, Making Findings, and 

Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”)1 against Fieldstone 

Financial Management Group, LLC and Kristofor R. Behn (collectively, the “Respondents”). 

The Commission ordered the Respondents to pay $1,322,971 in disgorgement, prejudgment 

interest, and a civil money penalty 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, along with 

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

As of August 31, 2019, the Respondents have paid a total of $700,000, and pursuant to 

the Order, the remaining $622,971 is due within 360 days of entry of the Order. The Fair Fund is 

currently deposited in an interest-bearing account at the United States Department of the 

Treasury’s Bureau of Fiscal Service (“BFS”). 

The Fair Fund is subject to the continuing jurisdiction and control of the Commission and 

has been deposited at the United States Department of Treasury's Bureau of the Fiscal Service in 

an interest-bearing account.

 

1

 Securities Act Rel. No. 10655 (July 1, 2019).
2

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested persons are advised that they may obtain a copy of 

the Plan from the Commission’s public website at http://www.sec.gov/litigation/fairfundlist.htm. 

Interested persons may also obtain a written copy of the Plan by submitting a written request to 

Noel Gittens, United States Securities and Exchange Commission, 100 F Street, NE, 

Washington, DC 20549-5876. All persons who desire to comment on the Plan may submit their 

comments, in writing, no later than thirty (30) days from the date of this Notice:

1. to the Office of the Secretary, United States Securities and Exchange Commission, 

100 F Street, NE, Washington, DC 20549-1090;

2. by using the Commission’s Internet comment form 

(http://www.sec.gov/litigation/admin.shtml); or

3. by sending an e-mail to rule-comments@sec.gov.

Comments submitted by email or via the Commission’s website should include “Administrative 

Proceeding File No. 3-19227” in the subject line. Comments received will be publicly available. 

Persons should submit only information they wish to make publicly available.

THE PLAN

The Net Available Fair Fund2is comprised of the $700,000 paid by the Respondents, 

along with any additional funds received pursuant to the Order, plus interest and income earned 

thereon, minus all taxes, fees, and other expenses of distributing the Net Available Fair Fund to 

investors who were harmed by the conduct described in the Order. Since the total Harm Amount 

incurred by the Eligible Investors exceeds the amount currently in the Net Available Fair Fund 

and pursuant to the payment schedule in the Order, and receipt of additional funds is anticipated, 

the Fund Administrator has determined to first, make a pro-rata distribution from the available 

funds, and then after receipt of any additional funds, conduct a second distribution to provide a 

total distribution amount up to each Eligible Investor’s Harm Amount, plus reasonable interest. 

The distribution(s) will be made to those Eligible Investors who suffered harm as calculated by 

the methodology used in the plan of allocation in the Plan.

For the Commission, by its Secretary, pursuant to delegated authority.

Vanessa A. Countryman

Secretary 

 

2

 All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.