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UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 94845 / May 4, 2022

Omnibus Order Directing the Engagement of Two Tax Administrators for Appointment on 

a Case-By-Case Basis in Administrative Proceedings that Establish Distribution Funds

The Commission’s orders in administrative proceedings may lead to the payment of

disgorgement and/or penalties creating distribution funds. Such distribution funds may create

qualified settlement funds (“QSFs”) under Treasury Regulation 1.468B-1(c), 26 CFR § 1.468B1(c), and have a variety of tax-related obligations. The Division of Enforcement (“Division”) 

has evaluated proposals received from potential tax administrators for the QSFs and, of those

proposals, has determined that the two applicants best suited to act as tax administrators for the 

QSFs for calendar years 2022 through 2024 in administrative proceedings are: Heffler, Radetich 

& Saitta, LLP (“HRS”), a CPA firm located in Philadelphia, PA and Miller Kaplan Arase LLP 

(“MKA”), an accounting firm located in San Francisco, California, and five other U.S. locations.

Accordingly, IT IS ORDERED that:

A. Pursuant to the Commission’s Rules on Fair Fund and Disgorgement Plans (17 

CFR §§ 201.1101, et seq.), MKA and HRS are engaged to be separately appointed 

to serve as a Commission tax administrator (“Tax Administrator”), pursuant to 

their respective letter agreements (“Letter Agreements”) provided to the 

Commission, for selection on an individual case basis for calendar years 2022

through 2024 inclusive for those administrative proceedings where QSFs have 

been established. For the life of each QSF, the appointed Tax Administrator will 

have the limited authority and power to: (1) act as the administrator for tax 

purposes for the QSF; (2) prepare, sign, and file the necessary tax returns and taxrelated documents for the QSF; (3) make the tax payments on behalf of the QSFs;

(4) obtain the necessary tax-related documents and identifiers, such as an 

employer identification number, on behalf of the QSF; (5) perform other taxrelated and reporting duties on behalf of the QSF as required by Department of 

the Treasury regulations relating to QSF administrators; (6) prepare a final

accounting when a QSF distribution has been completed, on a form provided by 

the SEC; (7) prepare distribution checks and mail to injured investors for small 

QSFs (approximately 50 injured investors), when requested to do so by a fund 

administrator pursuant to a Commission approved distribution plan; and (8) 

communicate on behalf of the QSF on matters set forth in this paragraph.
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B. Each appointed Tax Administrator will, from time to time, have custody or 

control of monies transferred quarterly to the Tax Administrator to make tax 

payments. Therefore, each Tax Administrator, before taking possession of those 

monies, will obtain a bond, pursuant to their respective Letter Agreement. The 

bond will be in the annual amount of $2 million for MKA and $500,000 for HRS

for each of the calendar years 2022 through 2024.

1 If it is determined this amount 

is not sufficient, pursuant to Section 4A of the Securities Exchange Act of 1934 

(15 U.S.C. § 78d-1), the Chief of the Bankruptcy, Collections, Distributions and

Receiverships (“Chief-BCDR”) or the Assistant Director-Business of the Office 

of Distributions or the Equivalent (“AD-Business or Equivalent”) is delegated

authority to raise the applicable bond amount up to $4 million.

C. Each Tax Administrator will submit, at least 30 days prior to any date on which a

tax payment is required on behalf of any QSF to which it is appointed or as soon 

as is practicable, documentation showing the amount necessary to satisfy the tax 

liability of the QSF as well as all other documents supporting such amount, to the 

following:

1. Where the Respondent has agreed to pay the taxes of the QSF, the 

appointed Tax Administrator will submit the documentation to the 

Respondent, with a copy to the Commission staff member assigned to the 

proceeding and to the Distributions Program Analysis mailbox.

The Respondent will pay the amount of the documented taxes to the Tax 

Administrator by check or wire transfer. The Tax Administrator, in turn,

will be responsible for paying the taxes to the Internal Revenue Service

(“IRS”) and the relevant state and local taxing authority, if any, on behalf 

of the QSF. The Tax Administrator will provide written confirmation of 

the payment of the taxes to the Commission staff member assigned to the

proceeding and to the Distributions Program Analysis mailbox.

2. Where the money in the QSF is held by an escrow agent, the appointed 

Tax Administrator will submit the documentation to the escrow agent, 

with a copy to the Commission staff member assigned to the proceeding 

and to the Distributions Program Analysis mailbox.

Upon approval to disburse by the Commission staff to whom authority is 

delegated by paragraph F below, the escrow agent will disburse to the Tax 

Administrator, by check or wire transfer from the QSF, the amount of 

taxes as calculated by the Tax Administrator. Such tax payments will 

come first from any earnings or interest in the QSF, and second, if 

necessary, from the principal of the QSF. The Tax Administrator, in turn, 

will be responsible for paying the taxes to the IRS and the relevant state 

 1 The difference in bond amounts is attributed to the number of MKA’s current cases (approximately 300 QSFs) 

plus additional cases/QSFs assigned in 2022-2024 compared to HRS’s cases/QSFs assigned for 2022-2024 only.
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and local taxing authority, if any, on behalf of the QSF. The Tax 

Administrator will provide written confirmation of the payment of the 

taxes to the Commission staff member assigned to the proceeding and to

the Distributions Program Analysis mailbox.

3. In all other proceedings, the appointed Tax Administrator will submit

documentation to the Commission staff member assigned to the 

proceeding and to the Distributions Program Analysis mailbox.

Upon approval to disburse by staff to whom authority is delegated by

paragraph F below, the Commission staff will disburse to the Tax

Administrator, by check or wire transfer from the QSF, the amount of the 

taxes as calculated and documented by the Tax Administrator. Such tax 

payments will come first from any earnings or interest in the QSF and 

second, if necessary, from the principal of the QSF. The Tax 

Administrator, in turn, will be responsible for paying the taxes to the IRS 

and the relevant state and local taxing authority, if any, on behalf of the 

QSF. The Tax Administrator will provide written confirmation of the 

payment of the taxes to the Commission staff member assigned to the 

proceeding and to the Distributions Program Analysis mailbox.

D. The appointed Tax Administrator will comply with all reporting requirements

applicable to a QSF as defined in Treasury Regulation 1.468B-1(a), as amended, 

and will file on a timely basis all required federal, state, and local tax returns and

will contemporaneously provide copies of such filings to the assigned 

Commission staff member and to the Distributions Program Analysis mailbox.

E. The appointed Tax Administrator will keep records and bill each QSF for the 

services provided to it pursuant to their respective Letter Agreement.

1. In the proceedings in which the Respondent has agreed to pay for the

expenses of the QSF, the appointed Tax Administrator will submit the bill 

to the Respondent for payment by check or wire transfer.

2. Where the money in the QSF is held by an escrow agent, the appointed 

Tax Administrator will submit the bill to the assigned Commission staff 

member and to the Distributions Program Analysis mailbox for review and 

approval. Where services have been billed according to the terms of the 

Tax Administrator’s Letter Agreement, and where all bills submitted for 

work performed on behalf of a QSF in a given calendar quarter total an 

amount less than or equal to $20,000, payment of bills submitted for the

QSF in that quarter maybe approved by the Commission staff to whom 

authority is delegated by paragraph F below. Where all bills submitted for 

work performed on behalf of a QSF in a given calendar quarter total an 

amount greater than $20,000, the Commission staff assigned to the 

proceeding must seek Commission approval for payment of the bills 
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submitted for that quarter. After payment of the Tax Administrator’s 

bills for the quarter have been approved by staff or the Commission, as 

applicable, the escrow agent is authorized to pay the bill of the Tax 

Administrator by check or wire transfer from the QSF. Payment will 

come first from any earnings or interest in the QSF and second,if

necessary, from the principal of the QSF.

3. In all other proceedings, the appointed Tax Administrator will submit the 

bill to the assigned Commission staff member and to the Distributions 

Program Analysis mailbox for approval. After payment of the Tax 

Administrator’s bill has been approved, which approval will be as 

described in paragraph E.2. above, the Commission staff will make 

arrangements to pay the bill of the Tax Administrator by check or wire 

transfer from the QSF. Payment will come first from any earnings or 

interest in the QSF and second, if necessary, from the principal of the

QSF.

In all proceedings, the fees billed will be in accordance with the appointed 

Tax Administrator’s Letter Agreement, as executed by the Secretary of the

Commission on behalf of the Commission.

F. For calendar years 2022-2024, pursuant to Section 4A of the Securities Exchange

Act of 1934 (15 U.S.C. § 78d-1), the authority as set forth in paragraphs C.2., 

C.3., E.2., and E.3. above, to approve the payment of the appointed Tax 

Administrator’s fees and expenses and approve the disbursement of QSF tax 

payments based on the calculations of the appointed Tax Administrator is 

delegated to the Chief-BCDR or the AD-Business or Equivalent.

By the Commission.

Vanessa A. Countryman

Secretary