UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING

File No. 3-15429

In the Matter of

North East Capital, LLC

and Anthony T. Vicidomine,

Respondents.

PROPOSED AMENDED PLAN OF DISTRIBUTION

1.

Purpose and Background. This Proposed Amended Plan of Distribution (the

“Plan”) has been developed pursuant to Rule 1101 of the Commission’s Rules on Fair Fund and

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

funds collected from North East Capital, LLC (“North East Capital”) and Anthony T.

Vicidomine (“Vicidomine”) (collectively, “Respondents”) to investors in North East Capital

Fund LP (“North East Fund”), a pooled investment vehicle founded and managed by

Respondents.

On August 16, 2013, the Commission issued an Order Instituting Administrative and

Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Section 21C

of the Securities Exchange Act of 1934, Sections 203(f) and 203(k) of the Investment Advisers

Act of 1940, and Section 9(b) of the Investment Company Act of 1940, Making Findings, and

Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”) against Respondents

(Securities Act Rel. No. 9442 (Aug. 16, 2013)). The Order found that Vicidomine was the

founder and sole principal of North East Capital, an unregistered investment adviser and general

partner of the North East Fund. The Order further found, among other things, that from

November 2011 through March 2012, Vicidomine misappropriated $189,415 of the North East

Fund’s assets in the form of unearned “incentive fees.”

The Order requires Respondents to cease and desist from committing or causing directly

or indirectly any violations and any future violations of Sections 5 and 17(a) of the Securities Act

of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and

Sections 206(1), 206(2), and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-8

thereunder. The Order bars Vicidomine from associating with any broker, dealer, investment

adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized

statistical rating organization, and prohibits Vicidomine from serving or acting as an employee,

officer, director, member of an advisory board, investment adviser or depositor of, or principal

underwriter for, a registered investment company or affiliated person of such investment adviser,

depositor, or principal underwriter, with the right to apply for reentry after five years.

Respondents also were ordered to pay by August 21, 2013, jointly and severally, disgorgement

of $189,415, prejudgment interest of $6,717, and a civil money penalty of $150,000.

Respondents did not pay any money to the Commission by August 21, 2013 in accordance with

the Order. On August 22, 2013, the Commission filed an application for enforcement of consent

order in the United States District Court Eastern District of New York pursuant to Section 20(c)

of the Securities Act of 1933, 15 U.S.C. §77t(c), and Section 21(e)(1) of the Securities Exchange

Act of 1934 to enforce compliance of the Order. On September 17, 2013, the Commission

obtained a default order for enforcement of its consent order, requiring Respondents to pay

within 14 days of the default order, jointly and severally, disgorgement of $189,415 with

additional interest of $457, prejudgment interest of $6,717, and civil monetary penalty of

$150,000 and additional interest of $193. The default order ordered that the Respondents pay

post-judgment interest on any delinquent amounts pursuant to 28 U.S.C. §§ 3001 – 3306.

Respondents ultimately paid a total of $346,892 in disgorgement ($189,415),

prejudgment interest ($6,717), additional interest ($539), post judgment interest ($221)1, and

civil monetary penalties ($150,000) to the Commission. A total of $340,869 is available for

distribution, calculated as follows: $346,671 in disgorgement, prejudgment interest, additional

interest, and civil monetary penalties less a reserve of $5,802 for taxes, fees or other expenses of

administering the Amended Plan of Distribution. It is anticipated that there will be one

disbursement to the eligible investors specified in paragraph 5 below.

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

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

subject to the continuing jurisdiction and control of the Commission and the Fair Fund is

currently on deposit in a Commission designated interest-bearing account at the United States

Department of Treasury (“U.S. Treasury”). The Plan is subject to approval by the Commission,

and the Commission retains jurisdiction over the implementation of the Plan.

Under the Plan, the Fair Fund, less any reserve for taxes, fees or other expenses of

administering the Plan (the “Net Fair Fund”), will be distributed to Eligible Investors as set forth

in paragraph 5 below. The Net Fair Fund is $340,869.

2.

Fund Administrator. Nancy Chase Burton, Supervisory Assistant Chief Litigation

Counsel in the Commission’s Division of Enforcement’s Office of Distributions, 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 her services in

administering the Fair Fund. In accordance with Rule 1105(c), 17 C.F.R. § 201.1105(c), no bond

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Respondents paid post judgment interest of $220.61 to the Commission. The post judgment

interest is not part of the Fair Fund and is to be sent to the US Treasury.

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is required since the Fund Administrator is a Commission employee. In carrying out her duties,

the Fund Administrator may be assisted by other Commission staff acting under her supervision.

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

Fund, obtain mailing information for the Eligible Investors as defined in paragraph 5 below,

distribute money from the assets of the Fair Fund in accordance with the Plan, resolve disputes,

prepare a final accounting with assistance from the tax administrator, and provide the tax

administrator with funds to pay tax liabilities and tax compliance fees and costs, pursuant to the

Omnibus Order Directing the Appointment of Tax Administrator in Administrative Proceedings

that Establish Distribution Funds (Exchange Act Rel. No. 68683 (Jan. 17, 2013)).

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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.

4.

Tax Administrator. The Commission has appointed Damasco and Associates,

LLP as the Tax Administrator (“Tax Administrator”) of the Fair Fund (Exchange Act Rel. No.

72419 (June 18, 2014)). The Fund Administrator will cooperate with the Tax Administrator in

providing information necessary to accomplish the income tax compliance and any other work

ordered to the Tax Administrator by the Commission. The Tax Administrator will be

compensated for all reasonable costs and expenses from the Fair Fund in accordance with its

2013-2015 Engagement Letter Agreement with the Commission. The Fair Fund’s taxes will be

paid out of the Fair Fund.

5.

Specification of Eligible Investors. Except as noted below, eligible investors are

persons who invested in the North East Fund, as determined by Commission staff from the

records of Respondents obtained during the investigation of the matter, and who suffered a net

loss amount, as described in paragraph 7 of this Plan (“Eligible Investors”). Investors ineligible

to participate in this Plan are those investors in the North East Fund who provided funds to

Respondents for the purpose of satisfying, in whole or in part, the Order entered against

Respondents.

6.

No claims-made process. The Fair Fund is not being distributed according to a

claims-made process, so the procedures for providing notice and for making and approving

claims are not applicable.

7.

Methodology for Determining Distribution Amounts. The Commission staff

determined the amount to be distributed to each Eligible Investor as follows.

a.

The staff totaled the actual principal invested for each Eligible Investor in

the North East Fund;

b.

The staff then subtracted from this total amount all actual payments an

Eligible Investor received from the North East Fund including redemptions, withdrawals,

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and any other payments. This resulting total is an Eligible Investor’s net loss amount

(“Net Loss Amount”);

c.

The staff next added the Net Loss Amounts for each Eligible Investor and

compared this amount to the approximate Net Fair Fund;

d.

Because the total Net Loss Amounts exceeded the Net Fair Fund, the staff

determined what percentage of the total Net Loss Amounts 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”);

e.

The Net Fair Fund was multiplied by each Eligible Investor’s Pro Rata

Share to determine an estimated pre-deduction net distribution amount (“Estimated PreDeduction Net Distribution Amount”) for each Eligible Investor;

f.

The staff then totaled disbursements (if any) each Eligible Investor

received from the Respondents while the Respondents suspended redemptions from the

North East Fund, from June 4, 2012 through April 1, 2013 (“Post Suspension

Disbursements”). The total amount of each Eligible Investor’s Post Suspension

Disbursements (if any) was subtracted from the Eligible Investor’s Estimated PreDeduction Net Distribution Amounts and redistributed to those Eligible Investors who

had not received a Post Suspension Disbursement Amount, as described in “g” below;

g.

Next, to determine the appropriate percentage of the total Post Suspension

Disbursements that should be distributed to each Eligible Investor that had not received a

Post Suspension Disbursement, the staff determined each Eligible Investor’s percentage

of the total Net Loss Amounts, excluding those Eligible Investors that had received Post

Suspension Disbursements. The resulting percentage is each Eligible Investor’s pro rata

share of the Post Suspension Disbursements (“Pro Rata Share of the Post Suspension

Disbursements”). The staff then multiplied the total Post Suspension Disbursements by

each investor’s Pro Rata Share of the Post Suspension Disbursements to determine an

estimated distributed Post Suspension Disbursement amount for each Eligible Investor

(“Estimated Distributed Post Suspension Disbursement Amount”);

h.

Finally, the each Eligible Investor’s Estimated Distributed Post

Suspension Disbursement Amount was added to the Eligible Investor’s Estimated PreDeduction Net Distribution Amount to determine an estimated net distribution amount

(“Estimated Net Distribution Amount”) for each Eligible Investor.

In the view of the Fund Administrator, this methodology constitutes a fair and reasonable

allocation of the Fair Fund to compensate an investor’s harm. Based on this methodology, it is

anticipated that there will be one distribution to Eligible Investors, which will take place as

outlined in paragraph 9 below.

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Based on this methodology, the individual Net Loss Amounts, percentages of pooled net

loss for Eligible Investors, deductions for Post Suspension Distributions and Net Distribution

Amounts are as follows:

Eligible Investor

Net Loss

Amount

Eligible Investor #1

Eligible Investor #2

Eligible Investor #3

Eligible Investor #4

Eligible Investor #5

Eligible Investor #6

Eligible Investor #7

Eligible Investor #8

Eligible Investor #9

Eligible Investor #10

Eligible Investor #11

Eligible Investor #12

Eligible Investor #13

TOTAL

$19,160

$9,560

$47,640

$25,640

$26,680

$190,520

$5,680

$19,040

$14,280

$14,280

$190,360

$33,912

$92,640

$689,392

% of

Pooled Net

Loss of All

Eligible

Investors

2.78%

1.39%

6.91%

3.72%

3.87%

27.64%

0.82%

2.76%

2.07%

2.07%

27.61%

4.92%

13.44%

PreDeduction

Net

Distribution

Amount

$9,474

$4,727

$23,555

$12,678

$13,192

$94,202

$2,808

$9,414

$7,061

$7,061

$94,123

$16,768

$45,806

$340,869

Deductions

for Post

Suspension

Distributions

$3,000

% Share of

Total Post

Suspension

Distributions

Net

Distribution

Amount

3.21%

1.60%

7.98%

4.30%

4.47%

31.93%

0.95%

3.19%

2.39%

2.39%

31.90%

5.68%

$9,570

$4,775

$23,795

$12,807

$13,326

$95,160

$2,837

$9,510

$7,133

$7,133

$95,080

$16,938

$42,806

$340,869

8.

Procedures for Locating and Notifying Eligible Investors. Based on information

obtained by the Commission staff during its investigation and the review and analysis of

applicable records, Commission staff has identified thirteen (13) Eligible Investors . Within

thirty (30) days of the Commission’s approval of the Plan, the Fund Administrator will send each

Eligible Investor a notice by electronic mail, United States Postal Service, or other mail delivery

service regarding the Commission’s approval of the Plan, including as appropriate, a statement

characterizing the distribution, a link to the Plan on the Commission’s website and instructions

for requesting a copy of the Plan, the number assigned that Eligible Investor on the chart in order

to determine his or her Net Loss Amount and Estimated Net Distribution Amount, a description

of the tax information reporting and other related tax matters, and the name of the Fund

Administrator to contact with questions regarding the distribution (the “Plan Notice”). 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

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

the Fair Fund.

If a Plan Notice 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 Plan Notice to the Eligible

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Investor’s new address within thirty (30) days of receipt of the returned Plan Notice. If the Plan

Notice is returned again, the Eligible Investor will be removed from the distribution and the

allocated distribution amount will be added to the Net Fair Fund and become part of the

recalculation described above in paragraph 7.

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 telephonically or by email. The second attempt will to the extent possible take place no

more than seventy-five days (75) days from approval of the Plan. If an Eligible Investor fails to

respond to the Fund Administrator’s contact attempts, such Eligible Investor will not receive a

distribution and the amount that such Eligible Investor would have received will be included in

the Net Fair Fund available to those Eligible Investors who responded to the Fund Administrator

and the staff will recalculate the estimated Net Distribution Amount pursuant to paragraph 7

above as modified by the removal of such persons. In no event, however, will an Eligible

Investor receive a distribution payment that exceeds the amount of his or her Net Loss Amount.

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

part of the residual described in paragraph 15 and reported in the final accounting.

9.

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

Commission disbursement approval process within one hundred and fifty (150) days of the

Plan’s approval.

10.

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 U.S. Treasury’s Bureau of the Fiscal Service (“BFS”);

checks will be mailed or distribution payments will be electronically transferred to each Eligible

Investor as instructed by the Fund Administrator working with other Commission staff. The

Fund Administrator will compile the information, prepare a payment file, and verify the payment

file’s completeness and accuracy for submission to Commission staff who will make the

disbursements through BFS upon the issuance of an order to disburse pursuant to Rule

1101(b)(6).

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.

11.

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

described in paragraph 15 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.

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Treasury, and an SEC employee has been appointed as Fund Administrator, no interim

accountings are required.

12.

Expenses of Administration. Fees and other expenses of administering the Plan

will be paid from the Fair Fund. The estimated expenses are $5,802 for taxes, fees or other

expenses of administering the Plan

13.

Amendments and Procedural Deadline Extensions. The Fund Administrator will

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

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

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

implementation by amending the 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 with approval of Commission staff. For good cause shown, and in

consultation with the Commission staff, the Fund Administrator may extend any of the

procedural deadlines set forth in the Plan.

14.

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

and believes that he or she should have received a Plan Notice after becoming aware of the Plan

(e.g., through other Eligible Investors or on www.sec.gov) must submit documentation to the

Fund Administrator to establish that the individual is in fact eligible to receive a Plan Notice

within seventy-five (75) days after the Commission’s approval of the Plan The Fund

Administrator will contact the individual within twenty-one (21) days of receiving the

individual’s documentation with a determination of his or her eligibility if the Fund

Administrator determines that the individual should have received a Plan Notice.

15.

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

Fund refers to any amounts remaining after distribution of the Net Fair Fund to Eligible Investors

has occurred. After the distribution is completed, all funds remaining in the residual will be

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

The residual account 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. The

amount of all uncashed checks will be credited to the Fair Fund account and maybe distributed

pro rata to other Eligible Investors who cashed their checks, so long as total payments to an

Eligible Investor do not exceed their Net Loss Amount. Any funds that are not distributed and

cashed will become part of the residual.

16.

Termination of the Fair Fund. The Fair Fund will be eligible for termination and

the Fund Administrator will be eligible for discharge after all of the following have occurred: a)

a final accounting, in a standard accounting format provided by Commission staff, has been

submitted by the Fund Administrator, and has been approved by the Commission; b) all taxes,

final fees and expenses of the Tax Administrator, and all other post-distribution expenses have

been paid by the Fair Fund; and c) any amount remaining in the Fair Fund has been received by

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the Commission. When the Commission has approved the final accounting, the Commission

staff 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 United States Treasury.

17.

Notice of Proposed Plan and Opportunity for Comment. The Notice of the

Proposed Plan of Distribution and Opportunity for Comment (the “Notice”) will be published in

the SEC Docket and on the Commission’s website at http://www.sec.gov. Any person or entity

wishing to comment on the Plan must do so in writing by submitting their comments within

thirty (30) days of the publication of the 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 (www.sec.gov/litigation/admin.shtml); or (3) by

sending an email to rule-comments@sec.gov. Comments submitted by email or via the

Commission’s website should include “Administrative Proceeding File Number 3-15429” in the

subject line. Comments received will be available to the public. Thus, persons should only

submit information that they wish to make publicly available.

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