UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 83162 / May 3, 2018

ADMINISTRATIVE PROCEEDING

File No. 3-17315

In the Matter of

ROSS, SINCLAIRE & ASSOCIATES, 

LLC AND MURRAY SINCLAIRE, 

JR.,

Respondents.

:

:

:

:

:

:

:

:

NOTICE OF PROPOSED PLAN OF 

DISTRIBUTION AND 

OPPORTUNITY FOR COMMENT

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

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

17 C.F.R. § 201.1103, that the Division of Enforcement has submitted to the Commission a 

Proposed Plan of Distribution (the “Plan”) for the distribution of monies paid by Ross, Sinclaire 

& Associates, LLC (“RSA”) and Murray Sinclaire, Jr. (“Sinclaire”) (collectively, the 

“Respondents”) in the above-captioned matter.

On June 23, 2016, the Commission issued an Order Instituting Administrative and Ceaseand-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 (“Order”)1against the Respondents. The Order found that, 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 with RSA to carry out a fraudulent scheme 

whereby Fry charged his advisory clients inflated markups, markdowns, and commissions

(“inflated transaction charges”) through RSA.

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. 

 

1

 Exchange Act Rel. No. 78147 (June 23, 2016).
2

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. The Order required RSA to pay a total of 

$902,574.70 in disgorgement, prejudgment interest, and a civil money penalty; Sinclaire was 

ordered to pay a $50,000.00 civil money penalty to the Commission. The Order also created a 

Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended (the “Fair 

Fund”), 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 Respondents have paid a total of $952,574.70, the full amount ordered, into the Fair 

Fund for distribution to harmed investors. The Fair Fund is subject to the continuing jurisdiction 

and control of the Commission and has been deposited into an interest-bearing account at the 

United States Department of Treasury.

OPPORTUNITY FOR COMMENT

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

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 Plan by submitting a written request to 

Susan Pecaro, Senior Counsel, United States Securities and Exchange Commission, Office of 

Distributions, 100 F. Street, NE, Washington, DC 20549-5876. All persons who desire to comment 

on the 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;

2. 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 should include “Administrative Proceeding File No. 3-17315” in the 

subject line. Comments received will be publicly available. Persons should submit only 

information that they wish to make publicly available.
3

THE PLAN

The Fair Fund is comprised of the $952,574.70 in disgorgement, prejudgment interest, 

and civil money penalties paid by the Respondents. The Plan provides for distribution of the Net 

Fair Fund2to eligible investors, who suffered a Recognized Loss. The Plan proposes to distribute 

the Net Fair Fund in accordance with the methodology described in the Plan.

For the Commission, by its Secretary, pursuant to delegated authority. 

Brent J. Fields

Secretary

 

2

 All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.