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UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 78147 / June 23, 2016

INVESTMENT ADVISERS ACT OF 1940

Release No. 4435 / June 23, 2016

INVESTMENT COMPANY ACT OF 1940

Release No. 32160 / June 23, 2016

ADMINISTRATIVE PROCEEDING

File No. 3-17315

In the Matter of

ROSS, SINCLAIRE & 

ASSOCIATES, LLC AND 

MURRAY SINCLAIRE, JR.,

Respondents.

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-ANDDESIST 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 CEASEAND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative and cease-and-desist proceedings be, and hereby are,

instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”), Sections 203(e) and 203(f) of the Investment Advisers Act of 1940 (“Advisers Act”) and 

Section 9(b) of the Investment Company Act of 1940) (“Investment Company Act”), against Ross, 

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

“Respondents”).

II.

In anticipation of the institution of these proceedings, Respondents have submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over them and the subject matter of these 
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proceedings, which are admitted, and except as provided herein in Section V, Respondents consent 

to the entry of this 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 (“Order”), as 

set forth below.

III.

On the basis of this Order and Respondents’ Offer the Commission finds1that: 

SUMMARY

1. From at least January 2007 through December 2012 (the “relevant period”), 

Nicholas L. Fry II (“Fry”), president of registered investment adviser Fry Hensley and Company 

(“FHC”), took advantage of his close relationship with broker-dealer RSA to carry out a fraudulent 

scheme whereby Fry charged his advisory clients inflated commissions through RSA. During the 

relevant period, RSA permitted Fry to be involved in effecting equity securities trades for FHC 

clients at RSA. Fry’s involvement included setting the amount of commissions, markups, and 

markdowns (“Transaction Charges”) that RSA charged its customers, despite the fact that Fry did 

not have the required Series 7 license from the Financial Industry Regulatory Authority, Inc. 

(“FINRA”) to do this work. RSA purportedly assigned Jane Fry, Fry’s wife and an RSA registered 

representative, as the RSA “account executive” on FHC’s client accounts, and paid her 50% of the 

Transaction Charges that RSA collected, even though Jane Fry did essentially no work for RSA 

and was generally not involved in Fry’s equity trading for FHC’s clients. In breach of his best 

execution obligation and unbeknownst to FHC clients, Fry routinely set the Transaction Charges 

for these transactions much higher than the required minimum which was available through RSA. 

The higher charges inured to the benefit of Fry, FHC (through Jane Fry) and RSA. Throughout the 

relevant period, RSA and Sinclaire (RSA’s president and CEO) authorized Fry to set the 

Transaction Charges for FHC client equity transactions despite the fact that they knew Fry did not 

have the required FINRA license. RSA and Sinclaire also arranged for Fry and FHC to directly 

benefit from the higher charges by paying Jane Fry half of the Transaction Charges that RSA 

collected on Fry’s equity trades. RSA and Sinclaire also benefited by keeping half of the 

Transaction Charges. 

RESPONDENTS

Ross, Sinclaire & Associates, LLC

2. RSA is an Ohio limited liability company and a broker-dealer registered with the 

Commission since 2005. In 2005, RSA succeeded to the business of Ross, Sinclaire and 

Associates, Inc., an Ohio corporation that had been registered with the Commission as a brokerdealer since 1989. In addition to being a broker-dealer, RSA has been registered with the 

Commission as an investment adviser from October 2009 to June 2012 and from September 2013 

 

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 The findings herein are made pursuant to Respondents’ Offer of Settlement and are not binding on any 

other person or entity in this or any other proceeding. 
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to the present. RSA has been a member of FINRA since RSA’s formation in 2005. RSA’s 

principal office is located in Cincinnati, Ohio. 

Murray Sinclaire, Jr. 

3. Sinclaire is a resident of Cincinnati, Ohio. During RSA’s existence, Sinclaire has 

been RSA’s president and CEO and he currently owns 90% of the firm. Sinclaire has been 

associated with various broker-dealers since 1985. Sinclaire holds the following licenses from 

FINRA: General Securities Representative (Series 7), General Securities Principal (Series 24), 

Municipal Securities Principal (Series 53), Equity Trader (Series 55) and Uniform Securities State 

Law (Series 63). 

OTHER RELEVANT ENTITY AND PERSON

Fry Hensley & Company and Nicholas L. Fry II

4. FHC was an investment advisory firm located in Cincinnati, Ohio. FHC was 

incorporated as an Ohio corporation in 1993 and is now defunct. FHC was registered with the 

Commission as an investment adviser from 1994 to August 2012, and registered as an investment 

adviser with the State of Ohio from March 2012 to December 2013. Between 2004 and 2012, 

FHC’s assets under management varied from approximately $25 million to $33 million. 

5. During the relevant period, Fry was FHC’s sole owner, president and chief 

compliance officer. From 1993 through June 2008 and then again from October 2011 to August 

2012, RSA formally registered Fry with FINRA as a representative associated with RSA. 

However, throughout the relevant period, Fry was associated with RSA. At all times, Fry held 

only a Series 6 license with FINRA (i.e., Limited Representative – Investment Company and 

Variable Contracts Products license) and has never held a Series 7 license (i.e., General Securities 

Representative license). From 2001 to December 2013, Fry held an Ohio investment adviser 

representative license. Fry was married to Jane Fry.

6. In March 2013, the Commission issued an Order Instituting Public Administrative 

and Cease and Desist proceedings against FHC and Fry arising from their role in the facts set out 

herein. See Advisers Act Release No. 3564 (Mar. 8, 2013). In October 2013, the Commission 

issued a settled order that: (1) found that FHC had willfully violated Sections 206(1), 206(2), 

206(4) and Rule 206(4)-4 thereunder, and Section 207 of the Advisers Act, that Fry had willfully 

violated Sections 206(1), 206(2), and Section 207 of the Advisers Act and willfully aided and 

abetted and caused FHC’s violations; (2) ordered FHC and Fry to cease and desist from 

committing or causing any violations and any future violations of Sections 206(1), 206(2) and 207 

of the Advisers Act; (3) censured FHC; (4) barred Fry from associations with any broker, dealer, 

investment adviser, municipal advisor, transfer agent, or nationally recognized statistical rating 

organization, and prohibited him 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; and (5) waived disgorgement and did not impose a civil penalty based on FHC and 

Fry’s statements of financial condition and other information submitted to the Commission. See

Advisers Act Release No. 3708 (Oct. 30, 2013). 
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7. In December 2013, the Ohio Division of Securities issued a Consent Order 

revoking FHC’s Ohio investment adviser license.

FACTS

Background

8. Sinclaire started RSA in 1989 and currently owns 90% of the firm. RSA is both an 

SEC registered broker-dealer and SEC registered investment adviser. RSA claims to be a “full 

service brokerage and investment banking firm” with 15 offices in 10 states. RSA’s website states 

that it specializes in municipal finance, corporate finance and institutional sales and trading. 

9. FHC, now defunct, was a small investment adviser that Fry operated for most of the 

relevant period from inside RSA’s offices with only a secretary and one other employee. FHC 

provided discretionary investment advice, mostly to high net worth individuals. Fry was ultimately 

responsible for providing FHC’s advisory services. Fry met with clients, determined the 

appropriate investment strategy with them, and carried it out, in large part by directing securities 

trading in his clients’ RSA brokerage accounts. FHC had written contracts with its clients that 

specified the advisory fee they would be charged for FHC’s advisory services, typically ranging 

from 0.5% to 1.75% of assets under management annually. 

RSA and FHC’s Close Relationship

10. By the start of the relevant period, RSA and FHC had been closely associated for 

many years and Sinclaire and Fry were friends. From approximately 1993 to December 2010, 

RSA leased office space and related services to FHC in RSA’s Cincinnati office. Fry had long 

recommended that FHC’s clients keep brokerage accounts at RSA, and the vast majority of their 

clients did so. Sinclaire had previously referred a number of his own brokerage customers to Fry 

and FHC for investment advisory services.

11. From 1993 to mid-2008, RSA formally registered Fry with FINRA as a limited 

representative associated with RSA. In June 2008, RSA filed a Form U-5 Termination Form with 

FINRA, noting that Fry was no longer a representative formally associated with it. From October 

2011 to August 2012, RSA again registered Fry with FINRA as a representative formally 

associated with RSA. However, Fry’s relationship with RSA remained identical during the period 

he was not formally associated with RSA and throughout the relevant period, RSA maintained a 

written supervisory procedures manual (“SPM”) that designated Fry as a person under RSA’s 

supervision. For most of the relevant period, RSA designated Sinclaire as the person to supervise 

Fry. 

12. From at least 1993 until Jane Fry’s death in October 2011, RSA formally registered 

Jane Fry with FINRA as a representative associated with RSA. Jane Fry held the following 

FINRA licenses: General Securities Representative (Series 7) and Uniform Securities State Law 

(Series 63). Throughout the relevant period, RSA’s SPM designated Jane Fry as a person under 

RSA’s supervision, and designated Sinclaire as the person to supervise Jane Fry. 

13. Because Fry was not properly licensed, RSA listed Jane Fry on its records as the 

“account executive” (i.e., the General Securities Representative) assigned to most of RSA’s 
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customers that were also FHC’s clients and compensated her rather than Fry for Transaction 

Charges charged to FHC client accounts. 

14. Jane Fry did little or no work at RSA or for FHC clients, did not have an RSA desk, 

phone, or computer and was rarely in the office during business hours. Instead, for FHC clients, 

Fry was involved in effecting equity securities transactions through RSA, despite lacking the 

required FINRA Series 7 license for this work. 

15. Despite Jane Fry’s nominal role at RSA, RSA paid her a monthly salary of $12,500 

and credited her with 50% of the Transaction Charges it collected from FHC’s clients. RSA kept 

the other 50%. 

16. By no later than 2004, FHC was insolvent, with expenses exceeding its advisory 

revenues. According to Fry, this was due partly to high health insurance costs. In 2005, Fry and 

Sinclaire negotiated a new agreement between their companies, in which RSA agreed to take 

FHC’s two existing employees other than Fry onto its books as employees, to provide them with 

access to RSA’s healthcare plan, and to pay the employees per Fry’s instructions. Despite being on 

RSA’s payroll, the employees continued to work for FHC at Fry’s direction and under his 

supervision. RSA did not bear the financial burden of hiring these employees. Instead, the 

employees’ salaries, as well as the cost of other certain services RSA provided to FHC, were 

deducted from the amount of compensation paid to Jane Fry. After making these deductions, RSA 

paid Jane Fry any surplus. Any deficit amount was carried forward, and was expected to be paid 

out of Jane Fry’s share of the Transaction Charges that Fry set for his clients during the following 

month. 

17. In addition to the above arrangements, RSA supplied FHC with office space, 

computers, telephones, internet and other IT services, as well as access to RSA’s research tools 

(e.g., use of its Bloomberg terminal) in exchange for 50% of FHC’s advisory fees. In January 

2009, FHC and RSA amended this part of their agreement, and FHC agreed to pay RSA a fixed fee 

of $70,000 per year for office space and these services. However, FHC’s financial condition did 

not improve and it could not pay the amounts it had agreed to pay RSA. As a result, FHC 

developed a growing debt to RSA, which was carefully tracked by RSA’s Chief Financial Officer. 

By late 2010, this debt had grown to more than $200,000. In December 2010, RSA and Sinclaire 

required FHC and Fry to move out of RSA’s office space, and FHC began leasing its own space on 

a different floor of the same building. 

RSA and Sinclaire Authorized Fry to Effect Equity Securities Transactions at RSA

18. Throughout the relevant period, Fry typically conducted equity trading for his 

clients in bulk by directing that the trades be executed on a riskless principal basis. In a typical 

bulk trade, Fry first determined which FHC clients would purchase or sell a particular equity 

security. Then, he or one of his employees at his direction completed an RSA order ticket that 

specified the total number of shares that Fry wanted RSA to purchase or sell for these clients and 

specified the capacity (e.g., riskless principal) in which RSA should act to handle the order. Fry or 

one of his employees took the order ticket to RSA’s “cage,” time-stamped it and provided the order 

ticket to RSA’s cage personnel, who entered it into RSA’s order entry system as RSA’s record of 

the trade and transmitted the order to RSA’s clearing firm for execution. Fry’s orders, when 
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executed, caused RSA to purchase or sell securities with the market in one of its principal trading 

accounts. After the trade was completed, and the price that RSA had paid or received for the 

security was known, Fry (or his representatives at his direction) provided the RSA cage with the 

information needed to allocate the bulk trade to FHC’s clients, specifying which of his clients 

would participate, the number of shares each client was to purchase or sell, and the price FHC’s 

clients would pay or receive. 

19. The difference between the price RSA paid or received with the market and the 

price Fry set for his clients -- the markup or markdown -- was RSA’s compensation for the trade in 

lieu of a commission being charged. This type of equity trading, typically referred to as “riskless 

principal” trading, represented the overwhelming majority of the equity transactions that were 

made for FHC’s clients. During the relevant period, Fry also made a limited number of agency 

trades for his clients in which he set the commission that RSA charged. Throughout the relevant 

period, RSA gave Fry the discretion to set the amount of Transaction Charge for each of his equity 

trades, subject to Sinclaire’s post-trade approval each day. 

20. During the relevant period, Fry typically handled these aspects of effecting equity 

securities transactions for RSA instead of Jane Fry, on some occasions with the assistance of 

another RSA registered representative. In October 2011, Jane Fry died, and FHC’s clients’ 

brokerage accounts that had been assigned to her became so-called “house accounts,” and FHC’s 

clients were reassigned to Sinclaire. Between October 2011 and December 2012, Sinclaire was not 

identified as the individual account representative of record on trade confirmations and monthly 

account statements provided to the FHC clients previously assigned to Jane Fry. Despite the fact 

that Sinclaire was now assigned to FHC’s clients’ brokerage accounts, Sinclaire continued to 

permit Fry to set the amount of Transaction Charges that RSA charged to FHC’s clients. Sinclaire 

also continued to approve Fry’s equity trades and Transaction Charges after the trades had been 

completed. 

RSA Profited from FHC and Fry’s Decision to Impose Higher Transaction Charges on Their 

Clients

21. RSA had a $50 minimum transaction charge for equity transactions, and Fry was 

authorized to set Transaction Charges at that level. However, Fry typically set his clients’ 

Transaction Charges at much higher levels than $50.

22. Between January 1, 2007 and December 31, 2012, and for those FHC clients 

assigned to Jane Fry, Fry (or his representatives at his direction) directed RSA to charge his clients 

Transaction Charges in excess of the $50 minimum on more than 9,900 occasions (or 

approximately 73% of Fry’s equity trade allocations during the relevant period). On these trades, 

Fry directed RSA to charge his clients an average of $197.98, or roughly 4 times the minimum 

amount. In many cases, Fry instructed RSA to charge FHC clients substantially more. Many of 

these transactions were in highly liquid, medium to large capitalization securities that were easily 

purchased or sold through national exchanges. 

23. In total, Fry directed RSA to charge those clients purportedly assigned to Jane Fry 

$1.5 million more than what would have been charged if the $50 minimum had been consistently 

applied, of which RSA retained at least $703,335.16. 
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24. By directing RSA to charge his clients higher levels, Fry increased the amount of 

compensation credited to Jane Fry and helped pay FHC’s debts to RSA for paying FHC 

employees’ salaries and for other services RSA provided to FHC. Fry also used hundreds of 

thousands of dollars of Transaction charges paid to Jane Fry to keep FHC in business and to 

support himself and Jane Fry. At one point, Sinclaire spoke with Fry and informed him that he 

could charge his clients less, but Fry declined to do so, believing that the level of advisory services 

he provided to his clients justified the higher Transaction Charges.

25. After Jane Fry’s death, RSA kept 100% of the Transaction Charges that Fry set for 

his clients, allowing RSA to recoup from FHC’s clients some of the money that FHC owed it. At 

this time, RSA formally re-registered Fry with FINRA as a representative associated with RSA. 

Despite the fact that Fry never obtained his Series 7 license, RSA continued to give Fry discretion 

to set customer Transaction Charges, subject to daily post-trade approval by Sinclaire. 

26. Throughout the relevant period, Sinclaire was aware that Fry did not hold a Series 7 

license, and also that Fry was involved in effecting equity security transactions at RSA and setting

Transaction Charges much higher than he could. 

VIOLATIONS

27. As a result of the conduct described above, RSA willfully violated Section 15(b)(7) 

of the Exchange Act and Rule 15b7-1 thereunder, which provide that no registered broker or dealer 

shall effect any transaction in, or induce the purchase or sale of, any security unless any natural 

person associated with such broker or dealer who effects, or is involved in effecting, such 

transaction is registered or approved in accordance with the standards of training, experience, 

competence, and other qualification standards (including, but not limited to submitting and 

maintaining all required forms, paying all required fees, and passing any required examinations) 

established by the rules of any national securities exchange or national securities association of 

which broker or dealer is a member. 

28. As a result of the above of the conduct described above, Sinclaire willfully aided 

and abetted and caused RSA’s violations of Section 15(b)(7) of the Exchange Act and Rule 15b7-1 

thereunder.

IV. 

In view of the foregoing, the Commission deems it appropriate, in the public interest, to

impose the sanctions agreed to in the Respondents’ Offer.

Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act, Sections 203(e) and 

203(f) of the Advisers Act, and Section 9(b) of the Investment Company Act, it is hereby 

ORDERED that:

A. Respondent RSA shall cease and desist from committing or causing any 

violations and any future violations of Section 15(b)(7) of the Exchange Act and Rule 15b7-1 

promulgated thereunder.
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B. Respondent Sinclaire shall cease and desist from committing or causing any

violations and any future violations of Section 15(b)(7) of the Exchange Act and Rule 15b7-1 

promulgated thereunder. 

C. Respondent RSA is censured.

D. Respondent Sinclaire shall be, and hereby is, subject to the following limitations on 

his activities for a period of twelve months: Respondent Sinclaire shall not act in a supervisory 

capacity with any broker, dealer, investment adviser, municipal securities dealer, municipal 

advisor, transfer agent, nationally recognized statistical rating organization. Respondent Sinclaire 

is also prohibited for a period of twelve months from serving in a supervisory capacity with any 

registered investment company, or with any investment adviser or depositor of, or principal 

underwriter for, a registered investment company.

E. Respondent RSA shall pay disgorgement of $703,335.16, prejudgment interest of 

$99,239.54 and a civil penalty of $100,000 to the Securities and Exchange Commission. 

Payment shall be made in the following installments: 

(i) $225,643.68 due within 21 days from the entry of this Order;

(ii) $225,643.68 due August 31, 2016;

(iii) $225,643.68 due January 15, 2017;

(iv) $225,643.66 due April 3, 2017.

If any payment is not made by the date the payment is required by this Order, the entire 

outstanding balance of disgorgement, prejudgment interest, and civil penalties, plus any 

additional interest accrued pursuant to SEC Rule of Practice 600 and/or 31 U.S.C § 3717 shall be 

due and payable immediately, without further application. 

Payment must be made in one of the following ways:

(1) Respondents may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request;

(2) Respondents may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondents may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 
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Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying RSA as a 

Respondent in these proceedings, and the file number of these proceedings; a copy of the cover 

letter and check or money order must be sent to Timothy L. Warren, Associate Director, Division 

of Enforcement, Securities and Exchange Commission, 175 W. Jackson Blvd., Suite 900, Chicago, 

IL 60604.

F. Respondent Sinclaire shall pay a civil penalty of $50,000 to the Securities and 

Exchange Commission. 

Payment shall be made by Sinclaire in the following installments: 

(i) $12,500 due within 21 days from the entry of this Order;

(ii) $12,500 due August 31, 2016; 

(iii) $12,500 due January 15, 2017.

(iv) $12,500 due April 3, 2017.

If any payment is not made by the date the payment is required by this Order, the entire 

outstanding balance of civil penalties, plus any additional interest accrued pursuant to SEC Rule 

of Practice 600 and/or § 31 U.S.C. 3171 shall be due and payable immediately, without further 

application. 

Payment must be made in one of the following ways:

(1) Respondents may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request; 

(2) Respondents may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondents may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 
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Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying Sinclaire as 

a Respondent in these proceedings, and the file number of these proceedings; a copy of the cover 

letter and check or money order must be sent to Timothy L. Warren, Associate Director, Division 

of Enforcement, Securities and Exchange Commission, 175 W. Jackson Blvd., Suite 900, Chicago, 

IL 60604.

G. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, a Fair 

Fund is created for the disgorgement, prejudgment interest and penalties referenced in paragraphs E 

and F above. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondents agree that in any Related Investor 

Action, they shall not argue that they are entitled to, nor shall they benefit by, offset or reduction of 

any award of compensatory damages by the amount of any part of Respondents’ payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 

Penalty Offset, Respondents agree that they shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action”

means a private damages action brought against Respondents by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding.

V.

IT IS FURTHER ORDERED that solely for purposes of exceptions to discharge set forth 

in Section 523 of the Bankruptcy Code, 11 U.S. C. §523, that the findings in this Order are true and 

admitted by Respondent Sinclaire, and further, any debt for disgorgement, prejudgment interest, 

civil penalty or other amounts due by Respondent under the Order or any other judgment, order, 

consent order, decree or settlement agreement entered in connection with this proceeding, is a debt 

for the violation by Respondent of the federal securities laws or any regulation or order issued 

under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).

By the Commission 

Brent J. Fields

Secretary