UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 96379 / November 22, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-20381

In the Matter of

Securities America Advisors, Inc.,

Respondent.

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NOTICE OF AMENDED PROPOSED

PLAN OF DISTRIBUTION AND

OPPORTUNITY FOR COMMENT

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

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

Rules”), 17 C.F.R. § 201.1103, that, in response to comments received on the proposed plan of

distribution (“Proposed Plan”), published on May 26, 2022,1 the Division of Enforcement

(“Division”) has submitted to the Commission an amended proposed plan of distribution (the

“Amended Proposed Plan”) for the distribution of monies paid in the above-captioned matter.

The Proposed Plan has been amended to more precisely describe the components of the loss

calculation and the losses eligible for compensation from the Fair Fund,2 to make express the

exclusion of certain specified items from Recoveries, and to make additional modifications as

further described below.

On June 30, 2021, the Commission issued an Order Instituting Administrative and Ceaseand-Desist Proceedings Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act

of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (the

“Order”)3 against Securities America Advisors, Inc. (the “Respondent”). In the Order, the

Commission found that, from November 2014 to March 2018, the Respondent failed to

implement policies and procedures for the review of automatically generated surveillance alerts

after client disbursements had occurred. The Respondent also failed to implement reasonably

designed policies and procedures for reviewing client disbursement requests for possible

misappropriation before the disbursements occurred. As a result of these failures, Hector May,

the owner of Executive Compensation Planners, Inc. (“ECP”), an independent state-registered

investment adviser whose clients participated in certain of the Respondent’s advisory programs,

misappropriated, without the Respondent’s detection, approximately $8 million from the

Respondent’s advisory accounts of certain of the Respondent’s advisory clients. The

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Exchange Act Rel. No. 94995 (May 26, 2022).

All capitalized terms used herein but not defined are used as defined in the Amended Proposed Plan.

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Advisers Act Rel. No. 5762 (June 30, 2021).

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Commission ordered the Respondent to pay a $1,750,000 civil money penalty to the

Commission. The Commission also created the Fair Fund pursuant to Section 308(a) of the

Sarbanes-Oxley Act of 2002, so the penalty paid can be distributed to harmed investors.

The Fair Fund includes the $1,750,000.00 paid by the Respondent. The assets of the Fair

Fund are subject to the continuing jurisdiction and control of the Commission. The Fair Fund

and has been deposited at the United States Department of the Treasury’s Bureau of the Fiscal

Service for investment, and any accrued interest will be for the benefit of the Fair Fund.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested persons are advised that they may obtain a copy of

the Amended Proposed 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 Amended Proposed Plan by submitting a written request to Catherine E. Pappas, United

States Securities and Exchange Commission, One Penn Center, 1617 JFK Blvd., Ste. 520,

Philadelphia, PA 19103. All persons who desire to comment on the Amended Proposed 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;

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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 No. 3-20381” in the subject line. Comments received will be publicly available.

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

THE AMENDED PROPOSED PLAN

The Net Available Fair Fund is comprised of the $1,750,000.00 in civil money penalties

paid by the Respondent, plus interest and income earned thereon, less taxes, fees, and expenses.

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In response to the comments received on the Proposed Plan, the Amended Proposed Plan

has been modified to more precisely describe the components of the loss calculation and the

losses eligible for compensation from the Fair Fund. In summary: (1) the definition of

Investment has been amended to include deposits that were made into ECP (as opposed to the

Respondent’s) accounts; (2) “Initial Balance” has been added and defined to make clear that the

investors’ balances at ECP at the beginning of the Relevant Period will be included in the

calculation of losses; (3) the definition of Recovery has been revised to clarify the components of

private recoveries excluded from loss calculations; and (4) the Plan of Allocation has been

adjusted to properly reflect the revised and additional definitions. The Amended Proposed Plan

further includes some modifications to correct typographical errors, clarify the role of the Fund

Administrator, and to provide internal consistency within the Amended Proposed Plan.

The Amended Proposed Plan continues to provide for the distribution of the Net

Available Fair Fund to investors who held advisory accounts at the Respondent during the

Relevant Period and who suffered losses as a result of the misconduct described in the Order.

By the Commission.

Vanessa A. Countryman

Secretary

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