UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING

File No. 3-17315

In the Matter of 

ROSS, SINCLAIRE & ASSOCIATES, 

LLC AND MURRAY SINCLAIRE, JR.,

Respondents.

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PROPOSED PLAN OF DISTRIBUTION

I. OVERVIEW

1. The Division of Enforcement submits this proposed plan of distribution (the “Plan”) 

to the Commission pursuant to Rule 1101 of the Commission’s Rules on Fair Fund and 

Disgorgement Plans (the “Commission’s Rules”), 17 C.F.R. § 201.1101. As described more 

specifically below, the Plan provides for distribution of funds collected in the above-captioned 

matter to compensate investors harmed by the conduct that served as the basis for its findings of 

securities law violations in the Commission’s Order (the “Order”)1against Ross, Sinclaire & 

Associates, LLC (“RSA”), a registered broker-dealer, and Murray Sinclaire, Jr. (“Sinclaire”), 

RSA's president and CEO (collectively, the “Respondents”).

II. BACKGROUND 

2. According to the Order, from at least January 2007 through December 2012 (the 

“Relevant Period”), the Respondents allowed Nicholas L. Fry II (“Fry”), president of registered 

investment adviser Fry Hensley and Company (“FHC”), to take advantage of his close relationship 

 

1

 Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the 

Securities Exchange Act of 1934, Sections 203(e) and 203(f) 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, Exchange Act Rel. No. 78147 (June 23, 2016).
2

with RSA to carry out a fraudulent scheme whereby Fry charged his advisory clients inflated 

markups, markdowns, and commissions (“inflated transaction charges”) through RSA. 

3. The Order found that during the Relevant Period, RSA permitted Fry to be involved 

in effecting equity securities trades for FHC clients at RSA, despite knowing that Fry did not have 

the required license to do this work. The Respondents permitted Fry and FHC to directly benefit 

from the higher charges by paying Jane Fry, Fry’s spouse, half of the transaction charges that RSA 

collected on Fry’s equity trades, even though Jane Fry did essentially no work for RSA and was 

not generally involved in Fry’s equity trading for FHC’s clients. RSA also benefited by keeping 

the other half of the transaction charges. 

4. As a result of the Respondents’ misconduct, the Order found that RSA violated

Section 15(b)(7) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 15b7-1 

thereunder and Sinclaire willfully aided and abetted and caused RSA’s violations of Section 

15(b)(7) of the Exchange Act and Rule 15b7-1 thereunder. 

5. In the Order, RSA was ordered to pay $703,335.16 in disgorgement, $99,239.54 in 

prejudgment interest, and a $100,000.00 civil money penalty and Sinclaire was ordered to pay a 

$50,000.00 civil money penalty to the Commission. The Order provided that the payments were to 

be made over a period of one year within the entry of the Order. 

6. The Order also created a Fair Fund, pursuant to Section 308(a) of the SarbanesOxley Act of 2002, as amended, so the civil money penalties, along with the disgorgement and 

prejudgment interest, could be distributed to those harmed by the Respondents' conduct described 

in the Order (the “Fair Fund”). The Respondents have paid a total of $952,574.70, the full ordered 

amount, into the Fair Fund for distribution to harmed investors. 
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7. Under this Plan, the Fair Fund, less any reserve for taxes, fees or other expenses of 

administering this Plan (the “Net Fair Fund”) will be available for distribution to Eligible 

Investors.

8. The Fair Fund is currently deposited in a Commission designated interest-bearing 

account at the United States Department of the Treasury’s Bureau of Fiscal Services (“BFS”), 

where it will be held until a disbursement occurs. All BFS fees will be paid from the Fair Fund. 

The current balance of the Net Fair Fund, as of March 6, 2018, is approximately $959,156.13.

9. The Commission has custody of the Fair Fund and shall retain control of the assets 

of the Fair Fund. It is not anticipated that the Fair Fund will receive additional funds, other than 

accumulated interest and earnings from investments. 

10. The Fair Fund is not being distributed according to a claims-made process because 

the Commission staff has reasonably concluded that it has all records necessary to calculate harm 

as described in the Plan of Allocation in Section V.H below. As a result, procedures for making 

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

§ 201.1101(b)(4), are not applicable. 

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

jurisdiction over the implementation of the Plan.

III. DEFINED TERMS

12. “Certification Form” means the form that will be mailed to each Eligible Investor

in order to confirm the Recognized Loss amount, confirm the name of the payee to which the 

Eligible Investor’s check will be issued, and the mailing address for distribution. The Certification 

Form will also collect each Eligible Investor’s Social Security or Tax Identification Number and 

any other information needed relating to the tax treatment of any distribution.
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13. “Days” means calendar days, unless otherwise specified herein.

14. “Dispute” means a written objection by an Eligible Investor to the amount the Fund 

Administrator has calculated as the Eligible Investor’s Recognized Loss amount.

15. “Distribution Payment” is the pro rata amount of the Net Fair Fund to be paid to 

each Eligible Investor as calculated in accordance with the Plan of Allocation.

16. “Eligible Investors” are those injured investors, or the legal heirs or successors of 

the Eligible Investors, who will be eligible to participate in the distribution of the Net Fair Fund, 

subject to the conditions detailed in Section V, herein. 

17. “Fair Fund” means the monies paid to the Commission by the Respondents in full 

satisfaction of the Order.

18. “Fund Administrator” refers to Analytics Consulting LLC (“Analytics”) 

(collectively, with all its employees, agents, consultants, and independent contractors), which has 

been appointed by the Commission to administer and distribute the Fair Fund in accordance with 

the terms of the Plan.

19 “Net Fair Fund” means the Fair Fund, plus any interest earned, less any amounts 

expended for investment fees, tax obligations, and fees and expenses of the Fund Administrator

and the Tax Administrator in accordance with this Plan.

20. “Person” means natural individuals as well as legal entities including, but not 

limited to, corporations, partnerships, limited liability companies, and governmental entities.

21. “Plan” means the Plan in the form approved by the Commission.

22. “Plan Approval Notification” means a written notice from the Fund Administrator 

to each of the Eligible Investors regarding the Plan approval.
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23. “Plan of Allocation” means the methodology by which a Distribution Payment is 

calculated. The Plan of Allocation is set forth in Section V.H.

24. “Pro Rata Share” means that if the sum of Recognized Losses for all Eligible 

Investors exceeds the Net Fair Fund, the Fund Administrator will calculate each Eligible Investor’s 

Pro Rata Share as the Eligible Investor’s Recognized Losses divided by the sum of Recognized 

Losses for all Eligible Investors. 

25. “Recognized Loss” shall mean the sum of excess transaction charges paid by an 

Eligible Investor during the Relevant Period as set forth in Section V.H below.

26. “Relevant Period” shall mean January 1, 2007 through December 31, 2012, 

inclusive of both dates.

27. “Tax Administrator” refers to Miller Kaplan Arase LLP (“Miller Kaplan”), the 

firm appointed by the Commission to serve as the tax administrator of the Fair Fund.

IV. ADMINISTRATORS

A. Fund Administrator

28. In an order dated September 21, 2017, the Commission appointed Analytics as the 

Fund Administrator and set Analytics’ bond at $952,574.70, as provided for by Rules 1105(a) and 

1105(c) of the Commission’s Rules, 17 C.F.R. §§ 201.1105(a) and 201.1105(c).

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 Any costs or 

premiums associated with the bond will be paid by the Fair Fund.

29. The Fund Administrator will be entitled to reasonable administrative fees and 

expenses in connection with the administration and distribution of the Fair Fund (including any 

such fees and expenses incurred by agents, consultants or third parties retained by the Fund 

Administrator in furtherance of its duties). The Fund Administrator’s reasonable fees and expenses 

 

2 Exchange Act Rel. No. 81674 (Sept. 21, 2017). 
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associated with distributing the Fair Fund shall be paid from the Fair Fund after approval by the 

Commission pursuant to the Commission’s Rules.

30. The Fund Administrator will be responsible for administering the Fair Fund in 

accordance with the Plan. This will include, among other things, obtaining updated mailing 

information for Eligible Investors as necessary, preparing accountings, cooperating with the Tax 

Administrator to satisfy any tax liabilities and to ensure compliance with income tax reporting 

requirements, and disbursing the Fair Fund in accordance with the Plan.

B. Tax Administrator

31. On July 13, 2017, Miller Kaplan was appointed as the Tax Administrator by the 

Commission to handle the tax obligations of the Fair Fund.

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The Tax Administrator will be 

compensated for reasonable fees and expenses from the Fair Fund in accordance with its Revised 

2017-2018 Engagement Letter Agreement with the Commission.

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V. ADMINISTRATION OF THE FAIR FUND

A. Specification of Eligible Investors

32. Eligible Investors are limited to only those persons who paid inflated transactions

charges during the Relevant Period and also suffered a Recognized Loss as calculated pursuant to 

Section V.H of this Plan. 

B. Procedures for Locating and Notifying Eligible Investor

33. On the basis of information obtained by the Commission staff and based on review 

and analysis of applicable records, the Fund Administrator will identify the Eligible Investors. 

Within ten (10) business days of the publication of the Notice of Proposed Plan and Opportunity for 

Comment (the “Plan Notice”), the Fund Administrator will send a copy of the Plan Notice to the 

 

3 Order Appointing Tax Administrator, Exchange Act Rel. No. 81141 (July 13, 2017). 

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See Omnibus Order Directing the Appointment of Tax Administrator in Administrative Proceedings that Establish 

Distribution Funds, Exchange Act Rel. No. 81057 (June 30, 2017).
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last known mailing address of each of the Eligible Investors. The Plan Notice will refer the Eligible 

Investors to the Fair Fund’s website, which will have posted the Plan Notice, the Plan, and the 

Order Instituting Proceedings. 

34. Within thirty (30) days of the Commission’s approval of the Plan, the Fund 

Administrator will send each Eligible Investor a notice regarding the approval of the Plan (“Plan 

Approval Notification”). The Plan Approval Notification will include as appropriate (a) a statement 

characterizing the distribution; (b) a link to the approved Plan posted on the Fair Fund’s website and 

instructions for requesting a copy of the Plan or downloading the Plan; (c) a Recognized Loss 

calculation with an explanation how a pro rata amount is calculated; (d) the Certification Form, 

along with the notice of the requirement and time period allotted for the return of the Certification 

Form; (e) instructions for submitting to the Fund Administrator any Dispute to the Recognized Loss 

amount; (f) a description of the tax information reporting and other related tax matters; (g) the 

procedure for the distribution as set forth in the Plan; and (h) the name and contact information for 

the Fund Administrator in case an Eligible Investor has questions regarding the distribution. The 

Fund Administrator will coordinate with the Tax Administrator to request information from each 

Eligible Investor that is needed to accomplish the distribution in accordance with applicable tax 

requirements relating to the Fair Fund.

35. Following the entry by the Commission of its order approving this Plan, the Fund 

Administrator shall:

(a) Establish and maintain a website devoted solely to the Fair Fund. The Fair Fund 

website, www.RossSinclaireFairFund.Com, will make available a copy of the 

approved Plan, include a copy of the Plan Notice, and related materials in 

downloadable form, and such other information that the Fund Administrator
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believes will be beneficial to Eligible Investors. The Commission staff retains the 

right to review and approve any material posted on the Fair Fund website.

(b) Establish and maintain a toll-free telephone number, 886-996-3808, for Eligible 

Investors to call to speak to a live representative of the Fund Administrator during 

its regular business hours or, outside of such hours, to hear pre-recorded 

information about the Fair Fund. The Fund Administrator will also establish and 

maintain a traditional mailing address and an email address which will be listed on 

all correspondence from the Fund Administrator to Eligible Investors as well as on 

the Fair Fund website.

(c) Information about the distribution will also be available on the Commission’s 

website at https://www.sec.gov/divisions/enforce/claims/ross-sinclaireassociates.htm. 

C. Certification Requirement By Eligible Investors

36. In order to maintain classification as an Eligible Investor, the Certification Form 

must be signed by the Eligible Investor under penalty of perjury under the laws of the United 

States and returned to the Fund Administrator by the deadline stated in the Plan Approval 

Notification. The Certification Form must be executed by the Eligible Investor, unless the Fund 

Administrator accepts such Certification Form from a successor, heir, administrator, or other 

Person authorized to act on the Eligible Investor’s behalf. Those authorized to act on behalf of 

Eligible Investors will be eligible to participate in the distribution to the same extent the original 

investor would have been eligible under the terms of the Plan. A request by a surviving 

beneficiary or alternate payee of a deceased Eligible Investor must be supported by proper 

documentation validating their identity and status as the lawful beneficiary of the Eligible Investor. 
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At a minimum, the surviving beneficiary must submit a copy of a death certificate to demonstrate 

the Eligible Investor is deceased. He or she is also required to provide additional documentation 

including but not limited to, beneficiary designation forms, Last Will and Testament, estate 

records, Letters Testamentary, letters of administration, evidence of probate and/or any other 

testamentary provisions of the deceased person to demonstrate their status as beneficiary. Certified 

copies are not required. The Fund Administrator, in consultation with the Commission staff,

retains the discretion to determine whether proper documentation has been submitted.

37. The Fund Administrator will review all Certification Forms. Each Eligible Investor 

will have the burden of proof to establish their identity as an Eligible Investor. The Fund 

Administrator will have the right to request, and the Eligible Investor will have the burden of 

providing to the Fund Administrator, any additional information and/or documentation deemed 

relevant by the Fund Administrator.

D. Failure to Respond to Plan Approval Notification

38. If an Eligible Investor fails to respond within thirty (30) days from the date of the 

Plan Approval Notification, the Fund Administrator will make no fewer than two (2) attempts to 

contact the Eligible Investor by mail, telephone or email, if known to the Fund Administrator. If an 

Eligible Investor fails to respond to the Fund Administrator’s contact attempts as described in this 

paragraph, the Fund Administrator, in its discretion, may remove such Eligible Investor from the 

distribution and the allocated amount of the Distribution Payment will be added to the Net Fair 

Fund and distributed pro rata to the remaining Eligible Investors.

E. Undeliverable Mail

39. The Fund Administrator will forward any returned mail for which an updated 

address is provided or obtained. The Fund Administrator will attempt to locate any Eligible 
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Investors whose Plan Notice or Plan Approval Notification is returned by the United States Postal 

Service (“USPS”) as “undeliverable” and will document all such efforts. The Fund Administrator

will utilize all means reasonably available to locate Eligible Investor and to obtain updated 

addresses in response to undeliverable notices. The Fund Administrator will then resend the Plan 

Notice or Plan Approval Notification to the Eligible Investor’s new address. If the Plan Notice is 

returned as undeliverable again, and the Fund Administrator, despite all reasonable efforts, is 

unable to find an Eligible Investor’s correct address, the Fund Administrator, after consultation 

with the Commission staff, may remove such Eligible Investor from the distribution and the 

allocated distribution amount may be distributed pursuant to the procedure set forth in Paragraph 

62. In no event, however, will an Eligible Investor receive from the Fair Fund more than the 

Eligible Investor’s Recognized Loss. The Fund Administrator will make available, upon request by 

the Commission staff, a list of all Eligible Investors whose Plan Notices or Plan Approval 

Notifications have been returned as “undeliverable” due to incorrect addresses and for which the 

Fund Administrator has been unable to locate current addresses.

F. Procedures for Disputing Recognized Loss Amount

40. Disputes will be limited to the calculation of the Recognized Loss amounts to 

Eligible Investors. Within thirty (30) days of the date that the Plan Approval Notification is mailed 

to an Eligible Investor, the Eligible Investor must submit a written communication detailing any 

Dispute, along with any supporting documentation. The Fund Administrator will investigate the 

Dispute, and such investigation will include a review of the written Dispute, as well as any 

supporting documentation. Within thirty (30) days of receipt of the written Dispute, the Fund 

Administrator will notify the Eligible Investor of its resolution of the Dispute, which will be final. 

This procedure will be set forth in the Plan Approval Notification.
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G. Provisions for Tax Administrator

41. The Fair Fund constitutes a Qualified Settlement Fund under Section 468B(g) of the 

Internal Revenue Code of 1986, as amended, 26 U.S.C. § 468B(g), and related regulations, 26 

C.F.R. §§1.468B-1 through 1.468B-5. The Tax Administrator is the administrator of such QSF, for 

purposes of Treas. Reg. § 1.468B-2(k)(3)(I) and shall satisfy the tax-related administrative 

requirements imposed by Treas. Reg. § 1.468B-2, including, but not limited to:

(a) Obtaining a taxpayer identification number;

(b) Timely requesting funds necessary for the timely payment of all applicable taxes, 

the timely payment of taxes for which the Tax Administrator has received funds, 

and the filing of applicable returns; and

(c) Fulfilling any information reporting or withholding requirements required for 

distributions from the Fair Fund.

42. The Fund Administrator shall cooperate with the Tax Administrator in providing 

any information necessary to ensure income tax compliance, including but not limited to tax 

obligations resulting from the Fair Fund’s status as a QSF and the Foreign Account Tax 

Compliance Act.

43. All taxes will be paid from the Fair Fund, subject to the review and approval of 

Commission staff.

H. Plan of Allocation

44. The Fund Administrator will determine the amount to be distributed to each 

Eligible Investor from the Net Fair Fund.
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(a) Determination of Investor Eligibility: For each equity transaction by an Eligible 

Investor during the Relevant Period, the Recognized Loss will be calculated as 

follows: 

(1) The Fund Administrator will calculate the Recognized Loss for each 

transaction as the amount of transaction charges in excess of the $50 

minimum RSA charged for equity transactions.

(2) The Fund Administrator will sum the Recognized Losses on all such 

transactions for each Eligible Investor. 

(b) Determination of an Eligible Investor’s Pro Rata Share: If the sum of Recognized 

Losses for all Eligible Investors exceeds the Net Fair Fund, the Net Fair Fund will 

be allocated to Eligible Investors on a pro rata basis. The Fund Administrator will 

calculate each Eligible Investor’s Pro Rata Share as the Eligible Investor’s 

Recognized Losses divided by the sum of Recognized Losses for all Eligible 

Investors.

(c) Determination of an Eligible Investor’s Distribution Payment: The Fund 

Administrator will multiply the Net Fair Fund by each Eligible Investor’s Pro Rata

Share to determine each Eligible Investor’s Distribution Payment.

(d) De Minimis: No Distribution Payment will be made to an otherwise Eligible 

Investor unless the amount to be paid equals or exceeds $10.00. 

I. Validation and Approval of the Payment File

45. In order to disburse the Fair Fund, the Fund Administrator will compile and submit 

a list of payees (including payee names, addresses, and Social Security or Tax Identification 

Numbers) and payment amounts (the “Payment File”) to the Commission staff no later than one 
13

hundred twenty (120) business days after the date of the Plan Approval Notification. The Payment 

File shall be accompanied by a reasonable assurances letter as to the completeness and accuracy of 

the Payment File. 

46. Prior to distribution, the Fund Administrator shall establish a reserve to permit 

payment of the remaining expenses of the distribution, including anticipated tax obligations and 

the fees and expenses of the Tax Administrator and anticipated fees and expenses of the Fund 

Administrator.

47. Consistent with Rule 1101(b)(6) of the Commission’s Rules, 17 C.F.R.

§ 201.1101(b)(6), the Commission staff will obtain an order from the Commission to disburse the 

Fair Fund. Upon issuance of an order to disburse by the Commission, Commission staff will direct 

the transfer of funds to an escrow account (“Escrow Account”), established pursuant to the 

procedures set forth in Paragraphs 49 to 53, below. The Fund Administrator shall then distribute 

the funds to Eligible Investors as provided for in the Plan. 

48. The Fund Administrator may aggregate accounts held by a Person in the same legal 

capacity in determining Distribution Payments. Prior to disbursement of the Net Fair Fund, the 

Fund Administrator will establish account(s) described in the following paragraph at a United 

States commercial bank (the “Bank”), that is acceptable to the Commission staff.

J. Escrow

49. The Fund Administrator shall establish with the Bank an Escrow Account pursuant 

to an escrow agreement (the “Escrow Agreement”) to be provided by the Commission staff, in the 

name of and bearing the Employer Identification Number (“EIN”) of the Qualified Settlement 

Fund as described above. The Fund Administrator shall also establish with the Bank a separate 

deposit account (e.g., controlled distribution account, managed distribution account, linked 
14

checking account or investment account) (“Deposit Account”) for the purpose of funding 

distribution payments to be distributed to Eligible Investors by the Fund Administrator pursuant to 

the Plan. The name of such account shall be in the following form: RSA Fair Fund (EIN XXXXXXXXX), as custodian for the benefit of investors allocated a distribution pursuant to the Plan 

in In the Matter of Ross, Sinclaire & Associates, LLC, et al., Administrative Proceeding File No. 

3-17315.

50. During the term of the Escrow Agreement, if invested, the Escrow Account shall be 

invested and reinvested in short-term United States Treasury securities backed by the full faith and 

credit of the United States Government or an agency thereof, of a type and term necessary to meet 

the cash liquidity requirements for payments to Eligible Investors, and tax obligations, including 

investment or reinvestment in a bank account insured by the Federal Deposit Insurance 

Corporation (“FDIC”) up to the guaranteed FDIC limit, or in money market mutual funds 

registered under the Investment Company Act of 1940 that invest 100% of their assets in direct 

obligations of the United States government.

51. The Fund Administrator shall provide duplicate original bank and/or investment 

statements on any accounts established by the Fund Administrator to the Tax Administrator on a 

monthly basis and shall assist the Tax Administrator in obtaining mid-cycle statements, as 

necessary.

52. The Fund Administrator shall deposit or invest funds in the Escrow and Deposit 

Accounts so as to result in the maximum reasonable net return, taking into account the safety of 

such deposits or investments. In consultation with the Commission staff, the Fund Administrator

shall work with the Bank on an ongoing basis to determine an allocation of funds between the 

Escrow and Deposit Accounts.
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53. All funds shall remain in the Escrow Account, separate from bank assets, pursuant 

to the Escrow Agreement until needed to satisfy a presented check. All checks presented for 

payment or electronic transfer will be subject to “positive pay” controls (e.g., check number and 

check amount) before they are honored by the Bank, at which time funds will be transferred from 

the Escrow Account to the Deposit Account to pay the approved checks.

K. Procedures for Distributing the Fair Fund

54. Following the Commission’s issuance of an order to distribute the Fair Fund to 

Eligible Investors as provided for in the Plan, the Fund Administrator shall commence the 

distributions to all Eligible Investors as promptly as possible following the transfer of funds from 

the BFS to the Escrow Account at the Bank.

55. Checks will be issued in U.S. dollars and bear a stale date of ninety (90) days from 

the date of issuance. Accordingly, checks that are not negotiated within this check-cashing period 

will be voided, and the issuing financial institution will be instructed to stop payment on those 

checks, except as provided below in Paragraphs 58-62 below. 

56. Payments to each Eligible Investor will be preceded or accompanied by a 

communication that includes, as appropriate:

(a) A statement characterizing the distribution; 

(b) A statement that checks will be void after ninety (90) days and cannot be reissued 

after ninety (90) days from the date the original check was issued; 

(c) A statement that reissued checks will expire on the later of ninety (90) days from 

the date of the original check or forty-five (45) days from the date of the reissued 

check; 
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(d) A statement that the tax treatment of the distribution is the responsibility of each 

Eligible Investor and that the Eligible Investors should consult his or her tax advisor 

for advice regarding the tax treatment of the distribution; and 

(e) Contact information for the Fund Administrator for questions regarding the 

Distribution Payment. 

57. Distribution checks and/or accompanying communications will clearly indicate that 

the money is being distributed from a Fair Fund established to compensate investors for harm 

suffered as a result of securities law violations.

L. Wind-up and Reconciliation 

58. The Fund Administrator is authorized to reissue checks to Eligible Investors upon 

the receipt of a valid, written request from the Eligible Investor. Such reissued checks will be void 

at the later of ninety (90) days from issuance of the original check or forty-five (45) days from the 

reissuance, and in no event will a replacement check be reissued after ninety (90) days from the 

date of original issuance.

59. The Fund Administrator will research and attempt to locate all Eligible Investors 

whose checks are returned to the Fund Administrator as undeliverable by the USPS. However, the 

Eligible Investor has the burden of providing the Fund Administrator with any changes to his, her, 

or its mailing address after submission of the Certification Form. The Fund Administrator will mail 

a reissued check to the updated address, subject to the time limits detailed herein.

60. In cases where an Eligible Investor is unable to endorse a Distribution Payment 

(e.g., as the result of a name change because of marriage or divorce, or as the result of death), any 

request by an Eligible Investor, or a lawful representative, for reissuance of a Distribution Payment 

in a different name must be documented to the satisfaction of the Fund Administrator. If such 
17

change is properly documented in the sole discretion of the Fund Administrator, the Fund 

Administrator will issue an appropriately reissued Distribution Payment, subject to the time limits 

detailed herein.

61. The Fund Administrator will make reasonable efforts to contact Eligible Investors 

to follow-up on the status of uncashed Distribution Payments over $100 (other than those returned 

as “undeliverable”) and take appropriate action to follow-up on the status of uncashed checks at 

the request of Commission staff. The Fund Administrator may reissue such checks, subject to the 

time limits detailed herein.

62. The Fund Administrator will work with the Bank 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. 

63. Following the conclusion of any efforts by the Fund Administrator to locate any 

such Eligible Investors, the amount of all uncashed checks will be credited to the Net Fair Fund 

and may, along with any other remaining funds, be distributed to the remaining Eligible Investors,

if so ordered by the Commission. 

M. Other Rights and Powers

64. The Fund Administrator is authorized to enter into agreements with financial

institutions, (“Institutions”) as may be appropriate or necessary in the administration of the Fair 

Fund, provided such Institutions are not excluded pursuant to other provisions of this Plan. In 

connection with such agreements, the Institutions shall be deemed to be agents of the Fund 

Administrator under this Plan.
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65. The Fund Administrator, and/or each of its designees, agents and assistants, shall be 

entitled to rely on all outstanding rules of law; and any orders issued by the Commission, the 

Secretary by delegated authority or an Administrative Law Judge; and/or any investor information 

provided by Commission staff. 

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

the Commission, including all proceedings with respect to the administration, processing, and 

calculations of the distribution payments and the determination of all related controversies. 

67. The Commission reserves its right to amend this Plan from time to time, and retains 

jurisdiction and control over this matter for the purpose of amendment and any and all other 

matters that may arise under or relate to this Plan. 

N. Accountings 

68. The Fund Administrator shall provide to the Commission staff a progress report and 

a quarterly account statement in a format to be provided by Commission staff, within forty-five 

(45) days of the Commission’s approval of the Plan, and shall provide to Commission staff 

additional reports and quarterly account statements within ten (10) days after the end of every 

calendar quarter. Such progress reports shall inform the Commission staff of the activities and 

status of the Fair Fund during the requested reporting period, and shall specify, at a minimum, the 

location of the account(s) comprising the Fair Fund, including among other things, an interim 

accounting of all monies in the Fair Fund.

69. When the final distribution is completed, the Fund Administrator shall provide to 

Commission staff a final report summarizing all tasks undertaken and the outcome of its 

administrative efforts. The Fund Administrator shall make arrangement for the final payment of 

taxes and all other outstanding fees and expenses, and submit a final accounting in a Commission 
19

approved format to Commission staff, pursuant to Rule 1105(f) of the Commission’s Rules, 17 

C.F.R. § 201.1105(f), for approval by the Commission prior to termination of the Fair Fund, 

cancellation of the bond, and discharge of the Fund Administrator. 

O. Amendments and procedural deadline extensions

70. The Fund Administrator will take reasonable and appropriate steps to distribute the 

Net Fair Fund according to the Plan and to effectuate the general purposes of the Plan. The Fund 

Administrator will inform Commission staff of any changes needed to this Plan. Upon approval by 

the Commission staff, the Fund administrator may implement immaterial changes to this Plan to 

effectuate its general purposes. If a change is deemed to be material by Commission staff, 

Commission approval is required by amending this Plan prior to implementation of the change. 

71. The Fund Administrator may extend any procedural deadline contained in the Plan 

for good cause shown, if agreed upon by the Commission staff.

P. Disposition of Undistributed Funds 

72. After the final disbursement to Eligible Investors from the Fair Fund, all funds 

remaining in the residual account will be transferred to the Commission for transfer to the U.S. 

Treasury after the final accounting is approved by the Commission. 

Q. Document Retention

73. The Fund Administrator will retain all documents in paper and electronic form for a 

period of six (6) years after approval of the final report and final accounting and thereafter will 

transfer the documents to the Commission, pursuant to Commission staff direction. In addition, the 

Fund Administrator will shut down the Fair Fund website established specifically for the 

administration of the Fair Fund six (6) months after the closing of the Escrow and Deposit 
20

Accounts, or at such earlier time as the Fund Administrator determines with concurrence of the 

Commission staff.

R. Termination of the Fair Fund

74. The Fair Fund will be eligible for termination, and the Fund Administrator eligible 

for discharge and cancellation of its bond, after all of the following have occurred: (a) all taxes, 

fees, and expenses have been paid; (b) all remaining funds have been paid to the Commission for 

transfer to the U.S. Treasury; and (c) a final accounting has been approved by the Commission.

When the Commission has approved the final accounting, the Commission staff will seek an order 

from the Commission: (a) to send the remaining funds to the U.S. Treasury; (b) to terminate the 

Fair Fund; (c) to discharge the Fund Administrator; and (d) to cancel the Fund Administrator’s 

bond.

VI. NOTICE AND COMMENT PERIOD

75. The Plan Notice will 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 publication 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 

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

should include “Administrative Proceeding File Number 3-17315” in the subject line. Comments 

received will be available to the public. Persons should only submit comments that they wish to 

make publicly available.