UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 99469 / February 5, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-16729

In the Matter of

Miller Energy Resources, Inc., Paul 

W. Boyd, CPA, David M. Hall, and 

Carlton W. Vogt, III, CPA,

Respondents.

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NOTICE OF PROPOSED PLAN OF 

DISTRIBUTION AND 

OPPORTUNITY FOR COMMENT

ADMINISTRATIVE PROCEEDING

File No. 3-18110

In the Matter of

KPMG LLP and John Riordan, 

CPA,

Respondents.

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

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

“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 “Proposed Plan”) for the distribution of 

monies paid, along with any additional funds collected, in the above-captioned matters.
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On August 6, 2015, the Commission issued an Order Instituting Public Administrative 

and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 

4C and 21C of the Securities Exchange Act of 1934, and Rule 102(e) of the Commission's Rules 

of Practice (the “Miller Energy AP”)1against Miller Energy Resources, Inc. (“Miller Energy”); 

two former officers, Paul W. Boyd, CPA (“Boyd”) and David M. Hall (“Hall”); and Carlton W. 

Vogt, III, CPA (“Vogt”), the engagement partner at a now defunct independent audit firm who 

audited the company’s fiscal 2010 financial statements. The proceedings were later resolved by 

separate settled orders (collectively, the “Orders”), as to Miller Energy2on January 12, 2016 and

as to Boyd,3 Hall,4and Vogt5on June 7, 2016. 

In the Orders, the Commission found financial accounting and reporting fraud, as well as

audit failures, related to the valuation of certain oil and gas assets in Alaska (the “Alaska

Assets”) acquired by Miller Energy. Miller Energy, an oil and gas company headquartered in

Houston, Texas, purchased these assets for $2.25 million in cash – along with the assumption of

certain liabilities it valued at approximately $2 million – during a competitive bid in a

bankruptcy proceeding in December 2009. Miller Energy subsequently reported those assets at

an overstated value of $480 million and recognized a one-time “bargain purchase” gain of $277

million for its fiscal third quarter ended January 2010 and fiscal year ended April 2010. 

1

 Securities Act Rel. No. 9881 (Aug. 6, 2015).

2

 Order Making Findings and Imposing a Cease-and-Desist Order and Penalties Pursuant to Section 8A of the 

Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934 as to Miller Energy Resources, Inc., 

Securities Act Rel. No. 10002 (Jan. 12, 2016).

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 Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 8A of the Securities Act of 1933, 

Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice 

as to Paul W. Boyd, CPA, Securities Act Rel. No. 10089 (June 7, 2016).

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 Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 8A of the Securities Act of 1933 

and Section 21C of the Securities Exchange Act of 1934 as to David M. Hall, Securities Act Rel. No. 10090 (June 7, 

2016).

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 Order Making Findings and Imposing Remedial Sanctions Pursuant to Sections 4C and 21C of the Securities 

Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice as to Carlton W. Vogt, III, CPA, 

Securities Act Rel. No. 10091 (June 7, 2016).
3

The Commission ordered Miller Energy to pay a $5,000,000 civil money penalty which 

could be satisfied by a grant to the Commission of an unsecured claim in Miller Energy’s Joint 

Plan of Reorganization, Case No. 15-00236, pending in the United States Bankruptcy Court for 

the District of Alaska (the “Bankruptcy Case”). Any funds collected were to be held pending a 

decision whether the Commission, in its discretion, would seek to distribute the funds or transfer 

them to the general fund of the U.S. Treasury. Hall and Boyd were each ordered to pay a 

$125,000 civil penalty to the Commission for transfer to the U.S. Treasury.6 

On August 15, 2017, in a related matter (the “KPMG AP”), the Commission issued the 

KPMG Order7against Miller Energy’s successor auditor, KPMG LLP (“KPMG”), and 

engagement partner, John Riordan, CPA (“Riordan”) in which the Commission found that they 

engaged in improper professional conduct and committed violations of the federal securities law 

in connection with their audit of Miller Energy’s financial statements. 

In the KPMG Order, among other things, the Commission ordered KPMG to pay 

disgorgement of $4,675,680, prejudgment interest of $558,319, and a $1,000,000 civil money 

penalty, and Riordan was ordered to pay a $25,000 civil penalty, which would be held pending a 

decision whether the Commission, in its discretion, would seek to distribute the funds or transfer 

them to the general fund of the U.S. Treasury. KPMG and Riordan have paid in full. 

On February 23, 2022, the Commission issued an order that created a single Fair Fund, 

pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, for the funds collected in the 

KPMG AP and Miller Energy AP, including any future funds collected in the Miller Energy AP, 

for the purpose of distribution to harmed investors (the “Fair Fund”). The Commission further 

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 No monetary sanctions were ordered against Vogt.

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 Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the 

Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and 

Imposing Remedial Sanctions and a Cease-and-Desist Order, Exchange Act Rel. No. 81396 (Aug. 15, 2017).
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ordered the civil money penalties collected from Hall and Boyd be recovered from the U.S. 

Treasury and be added to the Fair Fund.

On September 29, 2022, the Commission issued an order8appointing Guidehouse Inc., 

Baker & Hostetler LLP, and PACE Claims Services LLC (“GBP”) as the fund administrator of 

the Fair Fund and set the administrator’s bond in the amount of $7,241,124.92, pursuant to Rules

1105(a) and 1105(c) of the Commission’s Rules on Fair Fund and Disgorgement Plans.

The Fair Fund consists of $7,239,670.05 in disgorgement, prejudgment interest, and civil 

money penalties, and any additional monies received from the Respondents, pursuant to the 

Orders, will be added to the Fair Fund.9 The assets of the Fair Fund are subject to the continuing 

jurisdiction and control of the Commission. The Fair Fund has been deposited in a Commissiondesignated account at the U.S. Department of the Treasury, and any accrued interest will be 

added to the Fair Fund. 

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 Proposed Plan by submitting a written 

request to Keshia W. Ellis, United States Securities and Exchange Commission, 100 F Street, 

NE, Washington, DC 20549-5876. All persons who desire to comment on the Proposed Plan 

may submit their comments, in writing, no later than thirty (30) days from the date of this 

Notice:

8

 Order Appointing Fund Administrator and Setting Administrator’s Bond Amount, Exchange Act Rel. No. 95941 

(Sept. 29, 2022).

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 Order Establishing a Fair Fund, Exchange Act Rel. No. 94300 (Feb. 23, 2022).
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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 Nos. 3-16729 and 3-18110” in the subject line. Comments received will be 

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

available.

THE PROPOSED PLAN

The Net Available Fair Fund10 is comprised of $7,239,670.05 in disgorgement, 

prejudgment interest, and civil money penalties, and any additional monies received from the 

Respondents, pursuant to the Orders, will be added to the Fair Fund, plus interest and income 

earned thereon, less taxes, fees, and expenses. The Proposed Plan provides for the distribution of 

the Net Available Fair Fund to investors for their losses on shares of Miller Energy common 

stock purchased or acquired on March 22, 2010 through April 29, 2015, inclusive, due to the 

misconduct of the Respondents described in the Orders.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.11

Vanessa A. Countryman

Secretary 

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

Plan.

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 17 C.F.R. § 200.30-4(a)(21)(iii).