UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 96754 / January 26, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-17315

In the Matter of

Ross, Sinclaire & Associates LLC 

and Murray Sinclaire, Jr.,

Respondents.

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ORDER APPROVING 

APPLICATION OF FUND 

ADMINISTRATOR FOR PAYMENT 

OF FEES AND EXPENSES AND 

APPROVAL OF FUTURE FEES 

AND EXPENSES

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 (the “Order”)1against Ross, Sinclaire & Associates LLC (“RSA”) and 

Murray Sinclaire, Jr. (“Sinclaire”) (collectively, the “Respondents”). In the Order, the 

Commission 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 

broker-dealer 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. 

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. 

 

1

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

The Commission ordered the Respondents to pay a collective total of $703,335.16 in 

disgorgement, $99,239.54 in prejudgment interest, and $150,000.00 in civil money penalties, for 

a total of $952,574.70, to the Commission. The Commission also created a Fair Fund, pursuant 

to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalties paid, along with the 

disgorgement and interest paid, can be distributed to harmed investors (the “Fair Fund”).

On September 21, 2017, the Division of Enforcement, pursuant to delegated authority, 

issued an order appointing Analytics Consulting, LLC as the fund administrator of the Fair Fund 

and set the administrator’s bond amount.2

In accordance with Rule 1105(d) of the Commission’s Rules,3the Fund Administrator 

has submitted to the Commission staff an invoice for services rendered from September 21, 2017 

through December 23, 2021, totaling $11,999.54. The Commission staff has reviewed the Fund 

Administrator’s invoice, confirmed that the services have been provided, and finds the fees and 

expenses of $11,999.54 to be reasonable. The Commission staff has requested that the 

Commission authorize the Office of Financial Management (“OFM”) to pay the Fund 

Administrator’s fees and expenses of $11,999.54 from the Fair Fund in accordance with Rule 

1105(e) of the Commission’s Rules.4 

Additionally, to expedite and streamline the process for future payments, the Commission 

staff has requested that the Commission authorize OFM, at the direction of an Assistant Director 

of the Office of Distributions, to pay the Fund Administrator’s future fees and expenses from the 

Fair Fund so long as the total amount paid to the Fund Administrator, including the invoice to be 

paid, does not exceed the total amount of the approved cost proposal submitted by the Fund 

Administrator.

Accordingly, it is hereby ORDERED, pursuant to Rule 1105(d) of the Commission’s 

Rules,5that OFM pay the Fund Administrator’s fees and expenses of $11,999.54 from the Fair 

Fund in accordance with Rule 1105(e) of the Commission’s Rules.6 Further, OFM is authorized 

to pay, at the direction of an Assistant Director of the Office of Distributions, any future fees and 

expenses of the Fund Administrator from the Fair Fund in accordance with Rule 1105(e) of the 

 

2

 Order Appointing Fund Administrator and Setting the Administrator’s Bond Amount, Exchange Act Rel. No. 

81674 (Sept. 21, 2017).

3

 17 C.F.R. § 201.1105(d).

4

 17 C.F.R. § 201.1105(e).

5

 17 C.F.R. § 201.1105(d).

6

 17 C.F.R. § 201.1105(e).
3

Commission’s Rules,7so long as the total amount paid to the Fund Administrator, including the 

invoice to be paid, does not exceed the total amount of the approved cost proposal submitted by 

the Fund Administrator.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.8

Vanessa A. Countryman

Secretary 

 

7

 17 C.F.R. § 201.1105(e).

8

17 C.F.R. § 200.30-4(a)(21)(vi).