UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 97153 / March 16, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-18527

In the Matter of

deVere USA, Inc.,

Respondent.

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ORDER DIRECTING SECOND

DISBURSEMENT OF FAIR FUND

On March 23, 2020, the Commission 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 Susan Pecaro, United States Securities and Exchange

Commission, 100 F Street, NE, Washington, DC 20549-5876. 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 five substantive comments on the

Proposed Plan during the comment period. On August 17, 2020, after thorough review and

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2

Exchange Act Rel. No. 88452 (Mar. 23, 2020).

17 C.F.R. § 201.1103.

substantial consideration, the Commission issued an order approving the Proposed Plan as

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

The Plan provides for the distribution of the Fair Fund, plus accumulated interest, less

taxes, fees, and expenses, to the harmed investors according to the methodology set forth in the

Plan.4

On September 16, 2021, the Commission issued an Order Directing Disbursement of Fair

Fund (“Disbursement Order”),5 directing the disbursement of $8,329,307.19 from the Fair Fund

to the Fair Fund’s escrow account at Alerus Financial (“Alerus Escrow Account”). Pursuant to

the Disbursement Order, the Fund Administrator has successfully disbursed $8,301,290.32

(“Initial Distribution”).

There is $579,369.58 left in the Fair Fund, comprised of $10,197.56 held in the Alerus

Escrow Account and $569,172.02 held by the Commission.

Given the amount remaining in the Fair Fund and after taking into account a reserve of

$60,310.38 for any taxes or administrative costs, the Fund Administrator recommends further

distribution of the Fair Fund, to consist of (1) a second tranche of the Initial Distribution to two

investors who since the Initial Distribution have returned their Certification Forms as required by

the Plan and therefore, have been reclassified as eligible investors; and (2) a second distribution

of the Fair Fund to all eligible investors in accordance with the Plan.

Pursuant to the Plan, the Fund Administrator has submitted a payment file to Commission

staff with a reasonable assurance letter as to the completeness and accuracy of the information

contained therein. The Commission staff has reviewed and accepted the payment file and

3

See Order Approving Modified Plan of Distribution, Exchange Act Rel. No. 89588 (Aug. 17, 2020).

In accordance with paragraph 10 of the Plan, $725,774.75 has been received from the related district court action,

SEC v. Alderson et al., Case No. 1:18-cv-04930 (S.D.N.Y.), and added to the Fair Fund for distribution to investors.

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Exchange Act Rel. No. 93020 (Sept. 16, 2021).

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requests, pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17 C.F.R. § 201.1101(b)(6),

that the Commission authorize the transfer of $508,861.64 from the Fair Fund, to be added to the

$10,197.56 in the Alerus Escrow Account, for a total distribution of $519,059.20, by the Fund

Administrator in accordance with the Plan.

Accordingly, it is hereby ORDERED, that Commission staff shall transfer $508,861.64

from the Fair Fund to the Alerus Escrow Account, and the Fund Administrator shall distribute

$519,059.20 to eligible investors in accordance with the Plan.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.6

Vanessa A. Countryman

Secretary

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17 C.F.R. § 200.30-4(a)(21)(v).

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