UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 78889 / September 20, 2016

ADMINISTRATIVE PROCEEDING

File No. 3-16398

____________________________________________

 :

In the Matter of : NOTICE OF PROPOSED 

 : PLAN OF DISTRIBUTION 

SANDRA DYCHE, : AND OPPORTUNITY 

 : FOR COMMENT 

Respondent. :

____________________________________________ :

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

Commission’s (“Commission”) Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. 

§ 201.1103, that the Division of Enforcement has submitted to the Commission a proposed plan 

(the “Plan”) for the distribution of monies paid in the above-captioned matter and, as explained 

in the Plan, potentially monies obtained, if any, in the pending related district court action, 

SEC v. Premiere Power, LLC, No. 15-cv-1248 (S.D.N.Y.).1

On February 20, 2015, the Commission issued an Order Instituting Administrative and 

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

15(b) and 21C of the Securities Exchange Act of 1934, and Section 9(b) of the Investment

Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-andDesist Order (“Order”) against Sandra Dyche (“Dyche” or “Respondent”).2

 The Order required 

Dyche to pay disgorgement of $1,000,000, prejudgment interest of $164,000, and $250,000 in

civil penalties. In accordance with the Order, Dyche paid a total of $1,000,000 in disgorgement, 

$164,000 in prejudgment interest and $250,000.00 in civil monetary penalties to the 

Commission.

The Order created a Fair Fund pursuant to Section 308(a) of the Sarbanes-Oxley Act of 

2002, as amended, for the funds paid by Dyche (the “Fair Fund”). The Fair Fund is subject to 

the continuing jurisdiction and control of the Commission and the Fair Fund has been deposited 

 

1

 The Commission also filed a civil action against Premiere Power, LLC, its CEO, and its Chairman (collectively, 

the “Defendants”). Currently pending in district court, that action, SEC v. Premiere Power, LLC, No. 15-cv-1248 

(S.D.N.Y.), alleges that the Defendants participated in a fraudulent scheme, along with Dyche, to misappropriate 

investor funds and defrauded the three investors referred to in the Order. The Commission staff intends to request 

that the court overseeing SEC v. Premiere Power direct any funds collected as a result of monetary sanctions being 

sought in the Commission’s litigation to investors either in accordance with the Plan or to the Commission for 

subsequent distribution pursuant to the Plan.

2

Securities Act Rel. No. 9729 (Feb. 20, 2015).
2

at the United States Department of Treasury’s Bureau of the Fiscal Service (“BFS”) for 

investment. 

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 

Michael Lim, 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 should include “Administrative Proceeding File No. 3-16398” in the 

subject line. Comments received will be publicly available. Persons should submit only 

information that they wish to make publicly available.

THE DISTRIBUTION PLAN

The Commission is proposing a plan to compensate investors injured by the conduct that 

served as the basis for its findings of securities law violations in the Commission’s Order. Based 

on the records obtained in the Commission’s investigation and as explained in the Plan, there 

were three investors who were fraudulently induced to purchase shares in Premiere Power, LLC 

and these investors would be Eligible Investors3pursuant to the Plan. As set forth in the Plan, 

the proposed methodology allocates the Net Fair Fund by totaling the principal invested for each 

Eligible Investor, subtracting from this total amount all actual payments an Eligible Investor

received, if any, to arrive at a Net Loss Amount, calculating each Eligible Investor’s Pro Rata

Share of the total net principal invested, and multiplying the Pro Rata Share by the Net Fair 

Fund to calculate an Estimated Net Distribution Amount for each Eligible Investor. 

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

Brent J. Fields

Secretary

 

3

 Capitalized terms are defined in the Plan.