UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 92781 / August 27, 2021

ADMINISTRATIVE PROCEEDING

File No. 3-16829

In the Matter of

William B. Fretz, Jr., John P.

Freeman, Covenant Capital

Management Partners, L.P., and

Covenant Partners, L.P.,

Respondents.

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ORDER DIRECTING THIRD

DISBURSEMENT OF

DISTRIBUTION FUND

On April 6, 2017, the Secretary, pursuant to delegated authority, published a Notice of

Proposed Plan of Distribution and Opportunity for Comment (“Notice”),1 pursuant to Rule 1103

of the Commission’s Rules on Fair Fund and Disgorgement Plans (“Commission’s Rules”); 2 and

simultaneously posted the Proposed Plan of Distribution (the “Proposed Plan”). The Notice

advised interested persons that they could obtain a copy of the 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 May

1

2

Exchange Act Rel. No. 80392 (Apr. 6, 2017).

17 C.F.R. § 201.1103.

18, 2017, the Secretary, pursuant to delegated authority, issued an order approving the Proposed

Plan,3 and posted the approved Plan of Distribution (the “Plan”).

The Plan provides for the distribution of the Net Distribution Fund4 on a pro rata basis to

certain harmed investors identified by the Commission staff from records of the Trustee, records

provided to the Commission staff by Covenant, and records obtained through the Plan Notice

process.

On October 12, 2017, the Commission issued an order directing the disbursement of

$2,391,403.87 from the Distribution Fund for distribution by the Fund Administrator in

accordance with the Plan.5

On April 5, 2019, the Commission issued a second order directing the disbursement of

$337,082.08 from the Distribution Fund for distribution by the Fund Administrator in accordance

with the Plan.6

The Commission has received a third and final payment in the amount of $40,563.19 on

the Allowed Claim from the Bankruptcy Proceeding. The Distribution Fund currently holds

$42,438.34, comprised of the $40,563.19 received from the Bankruptcy Proceeding and

$1,875.15 in residual funds from the two prior disbursements of the Distribution Fund and

accrued interest.

The Fund Administrator, a Commission employee, now seeks to distribute these funds,

less a reserve for taxes, fees, and expenses, in accordance with the Plan and has directed

preparation of an electronic payment file in a Commission-approved format. The Commission

staff has reviewed and accepts the payment file and requests, pursuant to Rule 1101(b)(6) of the

3

See Order Approving Plan of Distribution, Exchange Act Rel. No. 80711 (May 18, 2017).

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

5

Order Directing Disbursement, Exchange Act Rel. No. 81858 (Oct. 12, 2017).

6

Corrected Order Directing Second Disbursement, Exchange Act Rel. No. 85536 (Apr. 5, 2019).

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2

Commission’s Rules on Fair Fund and Disgorgement Plans,7 that the Commission direct the

payment of $37,938.02 from the Distribution Fund for distribution by the Fund Administrator to

the Eligible Investors in accordance with the Plan.

Accordingly, it is hereby ORDERED that the Commission staff shall direct the payment

of $37,938.02 from the Distribution Fund for distribution by the Fund Administrator to the

Eligible Investors in accordance with the Plan.

For the Commission, by the Division of Enforcement, pursuant to delegated authority. 8

Vanessa A. Countryman

Secretary

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8

17 C.F.R. § 201.1101(b)(6).

17 C.F.R. § 200.30-4(a)(21)(v).

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