UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING

File No. 3-16398

____________________________________________

 :

In the Matter of : 

 : 

SANDRA DYCHE, : 

 : 

Respondent. :

____________________________________________ :

PROPOSED PLAN OF DISTRIBUTION

1. Purpose and Background. The Division of Enforcement submits this proposed 

Plan of Distribution (the “Plan”) to the United States Securities and Exchange Commission 

(“Commission”) pursuant to Rule 1101 of the Commission’s Rules on Fair Fund and 

Disgorgement Plans (“Rules”), 17 C.F.R. § 201.1101. The Plan provides for a distribution of 

funds collected to injured investors from the disgorgement, prejudgment interest and civil 

monetary penalties paid pursuant to the Commission’s Order1 against Sandra Dyche (“Dyche” or 

“Respondent”). The Order found that Dyche violated Section 17(a) of the Securities Act of 1933 

(“Securities Act”), Section 10b of the Securities Exchange Act of 1934 (“Exchange Act”) and 

Rule 10b-5 thereunder, and willfully violated Exchange Act Section 15(a). Dyche was ordered to 

pay disgorgement of $1,000,000, prejudgment interest of $164,000 and civil penalties of 

$250,000. 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”).

2. According to the Order, Premiere Power, LLC (“Premiere”), was formed in 2009 

to pursue energy-related projects on Native American land. From 2009 through 2010 (“Relevant 

Period”), Respondent, a board member of Premiere, raised $1.95 million from three investors. 

Prior to raising the funds, Respondent made an agreement with Premiere Power’s CEO and 

Chairman that she would use approximately half of the funds raised from investors in connection 

with an unrelated lawsuit. Respondent failed to disclose this arrangement in the offering 

materials that she used to solicit investments from the three investors and during an in-person 

meeting with the investors. The offering materials also contained other material misstatements 

and omissions. Furthermore, Respondent misappropriated $1,000,000 of the total $1.95 million 

that she raised for Premiere.

 1 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-And-Desist Order, Securities Act 

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

3. In accordance with the Order, Dyche paid a total of $1,414,000.00 in 

disgorgement, prejudgment interest, and civil monetary penalties to the Commission. A total of 

$1,412,426.212 is available for distribution to injured investors less $7,761.20 held in reserve for 

taxes and tax administrator fees. It is anticipated that there will be one or more disbursements to

eligible investors specified in paragraph 12 below (“Eligible Investor”). The Fair Fund is subject 

to the continuing jurisdiction and control of the Commission and the Fair Fund is currently on 

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

investment. The Plan is subject to approval by the Commission, and the Commission retains 

jurisdiction over the implementation of the Plan. 

4. On February 20, 2015, the same day that the Commission entered the Order, the 

Commission also filed a civil action against Premiere, 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’s complaint also alleges that the Defendants made material 

misstatements and omissions to the investors regarding: the use of their investment funds in 

connection with an unrelated lawsuit; Premiere’s affiliates, board members, and auditor; and, the 

Chairman’s successful career in the energy business. According to the complaint, these 

misstatements and omissions were made in offering materials used to solicit investments from 

the investors and during an in-person meeting with investors. 

5. 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 this Plan or to the Commission for 

subsequent distribution pursuant to the Plan. 

6. Under the Plan, the Fair Fund, less any reserve for taxes, tax administrator fees, or 

other expenses of the administering the Plan (the “Net Fair Fund”), will be distributed to Eligible 

Investors, as set forth in paragraph 13 below. 

7. Fund Administrator. Michael S. Lim, Attorney Advisor in the Commission’s 

Office of Distributions in the Division of Enforcement, is proposed to be the administrator of the 

Fair Fund (the “Fund Administrator”). As a Commission employee, the Fund Administrator 

receives no compensation from the Fair Fund for his services in administering the Fair Fund. In 

accordance with Rule 1105(c) of the Rules, 17 C.F.R. § 201.1105(c), no bond is required since 

the Fund Administrator is a Commission employee. In carrying out his duties, the Fund 

Administrator may be assisted by other Commission staff.

8. The Fund Administrator will, among other things: oversee the administration of 

the Fair Fund, obtain mailing information for Eligible Investors, distribute money from the assets 

of the Fair Fund to Eligible Investors in accordance with the Plan, resolve disputes, prepare a 

 2

 The amount available for distribution reflects a reduction of $1,573.79 for administration fees, DC taxes, and 

investment fees.
3

final accounting with assistance from the tax administrator, and provide the Fair Fund’s tax 

administrator with funds to pay tax liabilities and tax compliance fees and costs.

9. Qualified Settlement Fund. The Fair Fund constitutes a Qualified Settlement 

Fund (“QSF”) under Section 468B(g) of the Internal Revenue Code, 26 U.S.C. § 468B(g), and 

related regulations, 26 C.F.R. §§ 1.468b-1 through 1.468B-5.

10. Tax Administrator. On February 12, 2016, the Commission issued an Order

Appointing Tax Administrator,

3 pursuant to the 2016 Omnibus Order Directing the Appointment 

of Tax Administrator in Administrative Proceedings that Establish Distribution Funds,

4

appointing Damasco & Associates LLP as the Tax Administrator for the QSF in this proceeding. 

The Tax Administrator will be compensated for all reasonable costs and expenses from the Fair 

Fund in accordance with its 2016-2018 Engagement Letter Agreement with the Commission. 

The Fair Fund’s taxes will also be paid out of the Fair Fund. 

11. No Claims-Made Process. This Fair Fund is not being distributed according to a 

claims-made process because the staff of the Commission has reasonably concluded that it has 

all records necessary to calculate harm as described in paragraph 13.a. As a result, procedures 

for making and approving claims in accordance with Rule 1101(b)(4) of the Rules, 17 C.F.R.

§ 201.1101(b)(4) are not applicable.

12. Eligible Investors. Eligible Investors are limited to persons who invested in 

Premiere during the Relevant Period and who suffered a net loss amount, as described in 

paragraph 13.b. of this Plan. 

13. Methodology for Determining Payment Amounts for Eligible Investors. The Fund 

Administrator will determine the amount to be distributed to each Eligible Investor from the Net 

Fair Fund as follows. In the view of the Fund Administrator, this methodology constitutes a fair 

and reasonable allocation of the Net Fair Fund.

a. Using information collected by the Commission staff, the Fund 

Administrator totaled the actual principal invested for each Eligible 

Investor in Premiere;

b. The Fund Administrator then subtracted from this total amount all actual 

payments an Eligible Investor received (if any) from Premiere including 

redemptions, withdrawals and any other payments. This resulting total is 

an Eligible Investor’s net loss amount (“Net Loss Amount”);

c. The Fund Administrator next added the Net Loss Amounts for each 

Eligible Investor and compared this amount to the Net Fair Fund;

 3

 Exchange Act Rel. No. 77131 (Feb. 12, 2016). 4 Exchange Act Rel. No. 77016 (Feb. 2, 2016).
4

d. Because the total Net Loss Amount currently exceeds the Net Fair Fund, 

the staff determined what percentage of the total Net Loss Amount was 

represented by each Eligible Investor’s Net Loss Amount. The resulting 

percentage for each Eligible Investor is the investor’s pro rata share (“Pro 

Rata Share”);

5

e. The Fund Administrator determined each Eligible Investor’s estimated 

distribution amount by multiplying the Net Fair Fund by each Eligible 

Investor’s Pro Rata share (“Estimated Net Distribution Amount”);

f. Based on this methodology, the individual Net Loss Amounts and Pro 

Rata Shares for Eligible Investors are as follows:

Eligible Investor # Net Loss Amount Pro Rata Share

Eligible Investor #1 $ 1,500,000 76.92%

Eligible Investor #2 $ 300,000 15.39%

Eligible Investor #3 $ 150,000 7.69%

TOTAL NET LOSS $ 1,950,000 100.00%

g. In the event that the Commission collects additional funds from any 

defendant in SEC v. Premiere Power, the Commission intends to request 

that the court overseeing the case either (i) direct funds to Eligible 

Investors on a pro rata basis in accordance with this Plan; or (ii) direct 

funds to the Commission for distribution pursuant to the Plan.

h. In any event, an Eligible Investor will not receive combined payments that 

would exceed the investor’s actual Net Loss Amount.

14. Procedures for Locating and Notifying Eligible Investors. Within thirty (30) days 

of the Commission’s approval of the Plan, the Fund Administrator will send each Eligible 

Investor a correspondence by electronic mail, and United States Postal Service, or other mail 

delivery service regarding the Commission’s approval of the Plan. The Fund Administrator’s 

correspondence will include as appropriate, a statement characterizing the distribution, a copy of 

the Plan, a link to the Plan on the Commission’s website, the number assigned that Eligible 

Investor on the chart in paragraph 13.f., the Eligible Investor’s Net Loss Amount and Estimated 

Net Distribution Amount, a description of tax information reporting and related tax matters, and 

the name of the Fund Administrator to contact with questions regarding the distribution. Eligible 

Investors will be asked to confirm the distribution payment or provide documentation if they 

disagree with the estimated Net Loss Amount. The Fund Administrator will coordinate with the 

Tax Administrator to request contact and other information from each Eligible Investor that is 

 5

 Based on information collected by the Commission staff, the Fund Administrator is not aware of any redemptions, 

withdrawals, or payments by or to any of the Eligible Investors. However, if the Fund Administrator later receives 

evidence of any such redemptions, withdrawals, or payments, such information will be taken into consideration in 

calculating an Eligible Investor’s Net Loss Amount and Pro Rata Share.
5

needed to accomplish the distribution in accordance with applicable tax requirements relating to 

the Fair Fund. 

15. Undelivered Correspondence. If a correspondence from the Fund Administrator

is returned as undeliverable within sixty (60) days of approval of the Plan, the Fund 

Administrator will make all reasonable efforts to ascertain an Eligible Investor’s correct address. 

The Fund Administrator will then resend the correspondence to the Eligible Investor’s new 

address within thirty (30) days of receipt of the returned correspondence. If the correspondence 

is returned again and the Fund Administrator, despite all reasonable efforts, is unable to find an 

Eligible Investor’s correct address, the Fund Administrator, in his discretion, may remove such 

Eligible investor from the distribution and the allocated amount will be added to the Net Fair 

Fund and will be distributed to the remaining Eligible Investors, described above in paragraph 

13.

16. Failure to Respond. If an Eligible Investor fails to respond within sixty (60) days 

from approval of the Plan, the Fund Administrator will then make no fewer than two (2) attempts 

to contact the Eligible Investor by telephone or email. The second attempt will, to the extent 

possible, take place no more than seventy-five (75) days from the approval of the Plan. If an 

Eligible Investor fails to respond to the Fund Administrator’s contact attempts, the Fund 

Administrator, in his discretion, may remove such Eligible Investor from the distribution and the 

allocated distribution amount that such Eligible Investor would have received would be included

in the Net Fair Fund available to the remaining Eligible Investors who responded to the Fund 

Administrator, as described above in paragraph 13. 

17. Any funds from the Net Fair Fund that cannot be distributed for any reason will 

become part of the residual described in paragraph 25 and reported in the final accounting.

18. Distribution Timing. The Fund Administrator will use his best efforts to start the 

distribution within one hundred and fifty (150) days of the Plan’s approval.

19. Bureau of the Fiscal Service; Validation and Approval of Disbursement of the 

Fair Fund. The Fair Fund disbursement to Eligible Investors will be implemented by the 

Commission and disbursed through the BFS; checks will be mailed or distribution payments will 

be electronically transferred to each Eligible Investor as instructed by the Fund Administrator. 

The Fund Administrator will compile the payee information and prepare a payment file in a 

Commission-approved format for submission to the Commission to make the disbursements 

through BFS. Pursuant to Rule 1101(b)(6) of the Rules, the Fund Administrator will obtain an 

order from the Commission to disburse the Fair Fund.

20. The Fund Administrator will work with BFS to obtain information about 

uncashed checks, any returned items due to non-delivery, insufficient addresses, and/or other 

deficiencies. The Fund Administrator is responsible for researching and reconciling errors and 

reissuing payments when possible. The Fund Administrator also is responsible for accounting 

for all payments. Checks issued by BFS state on their face that they are valid for one year. If 

any checks issued are not cashed within the one year time period, the Fund Administrator will 

work with BFS to identify all uncashed checks. 
6

21. Accountings. When all funds have been disbursed except for the residual 

described in paragraph 25 of the Plan, the Fund Administrator will submit a final accounting for 

the approval of the Commission prior to termination of the Fair Fund and discharge of the Fund 

Administrator. Since the funds are being held in a Commission designated account at the U.S. 

Treasury and a Commission employee has been appointed as Fund Administrator, no interim 

accountings are required.

22. Expenses of Administration. Because the Fund Administrator is a Commission 

employee, no fee from the Fair Fund will be paid to the Fund Administrator for his services. 

Taxes, tax administrator fees, investment fees, and other expenses of administering the fund will 

be paid from the Fair Fund.

23. Amendments and Procedural Deadline Extensions. The Fund Administrator shall 

take reasonable and appropriate steps to distribute funds from the Net Fair Fund according to this 

Plan. The Fund Administrator will inform Commission staff of any changes needed in this Plan. 

If a change is determined to be material, Commission approval is required prior to 

implementation by amending this Plan, which may be done upon the motion of any party, the 

Fund Administrator, or upon the Commission’s own motion. Immaterial changes may be made 

by the Fund Administrator. For good cause shown, and in consultation with the Commission 

staff, the Fund Administrator may extend any of the procedural deadlines set forth in this Plan. 

24. Procedures to Request Plan Notice. A person that does not receive 

correspondence from the Fund Administrator and believes that he or she should have received 

correspondence after becoming aware of the Plan (e.g., through other Eligible Investors or on 

www.sec.gov) must submit documentation to the Fund Administrator in order to establish that 

the person is in fact an Eligible Investor. Such documentation must be submitted within seventyfive (75) days after the Commission’s approval of the Plan. The Fund Administrator will contact 

the person within twenty-one (21) days of receiving the person’s documentation with a 

determination of his or her eligibility. 

25. Disposition of Undistributed Funds and Residual. A residual within the Fair 

Fund refers to any amounts remaining after all distributions of the Net Fair Funds to Eligible 

Investors have occurred. The residual will include as applicable funds reserved for future taxes 

and related expenses, funds from checks that have not been cashed, that were not delivered or 

that were returned to the Commission, tax refunds for overpayment or for waiver of IRS 

penalties. After the distributions are complete, all funds remaining in the residual will be 

transferred to the U.S. Treasury after the final accounting is approved by the Commission.

26. Termination of the Fair Fund. Upon final distribution of the Net Fair Fund to 

Eligible Investors, the Fund Administrator will make arrangements for the final payment of taxes 

and Tax Administrator fees and will submit a final accounting to the Commission. The Fair 

Fund will be eligible for termination after all of the following have occurred: a) a final 

accounting, in the Commission’s standard accounting format, has been submitted by the Fund 

Administrator, and has been approved by the Commission; and b) all taxes, fees and expenses, 

have been paid. When the Commission has approved the final accounting, the Commission staff 
7

will seek an order from the Commission to approve the termination of the Fair Fund, the 

discharge of the Fund Administrator, and the transfer of any amount remaining in the Fair Fund 

to the U.S. Treasury.

27. Notice of Proposed Plan of Distribution and Opportunity for Comment. The 

Notice of Proposed Plan of Distribution and Opportunity for Comment (the “Notice”) shall be 

published in the SEC Docket and on the Commission’s website at 

http://www.sec.gov/litigation/fairfundlist.htm. Any person wishing to comment on the Plan must 

do so in writing by submitting their comments to the Commission within thirty (30) days of the 

date of the Notice: (a) to the Office of the Secretary, United States Securities and Exchange 

Commission, 100 F Street, NE, Washington, DC 20549-1090; (b) by using the Commission’s 

Internet comment form (www.sec.gov/litigation/admin.shtml); or (c) by sending an e-mail to 

rule-comments@sec.gov. Comments submitted by e-mail or via the Commission’s website 

should include “Administrative Proceeding File Number 3-16398” in the subject line. 

Comments received will be publicly available. Persons should only submit comments that they 

wish to make publicly available.