WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of Chapter 672a of the General Statutes of Connecticut, the Connecticut Uniform Securities Act (“Act”), and Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies (“Regulations”) promulgated under the Act;

WHEREAS, Jason N. Ginder (“Ginder”) was registered as a broker-dealer agent under the Act at various times from April 29, 1987 through May 11, 2011;

WHEREAS, Ginder has been registered with the Financial Industry Regulatory Authority, Inc. (or the National Association of Securities Dealers, Inc.), at various times from April 29, 1987 through the present;

WHEREAS, Ginder has been registered as a broker-dealer agent under the securities laws of the State of New York from April 29, 1987 through the present, and under the securities laws of the State of California from February 26, 1987 through the present;

WHEREAS, Sanders Morris Harris Inc. (“SMH”), of 600 Travis, Suite 5800, Houston, Texas, has been registered as a broker-dealer under the Act since June 4, 1991;

WHEREAS, Ginder applied for registration as a broker-dealer agent of SMH under the Act on May 4, 2012;

WHEREAS, Section 36b-6(a) of the Act provides, in part, that “[n]o individual shall transact business as an agent in this state unless such individual is (1) registered as an agent of the broker-dealer . . . whom such individual represents in transacting such business”;

WHEREAS, the Commissioner, through the Securities and Business Investments Division (“Division”) of the Department of Banking, conducted an investigation of Ginder pursuant to Section 36b-8 of the Act (“Investigation”);

WHEREAS, as a result of the Investigation, the Division ascertained that on March 9, 2011, the United States District Court for the Southern District of New York entered a Final Judgment of Permanent Injunction and Other Relief as to Defendant Jason N. Ginder in Securities and Exchange Commission v. O’Meally et al., No. 06 Civ. 6483 (LTS) (“Final Judgment”).  The Final Judgment permanently restrained and enjoined Ginder from violating Section 17(a) of the Securities Act of 1933 (“Securities Act”), and Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 promulgated thereunder.  In addition, the Final Judgment ordered Ginder to pay a civil penalty in the amount of three hundred thousand dollars ($300,000) pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act;

WHEREAS, as a result of the Investigation, the Division ascertained that on March 18, 2011, the Securities and Exchange Commission (“SEC”) entered an Order Instituting Administrative Proceedings, Making Findings, and Imposing Remedial Sanctions (“SEC Order”) against Ginder (Administrative Proceeding File No. 3-14298).  The SEC order provided that “[p]ursuant to Section 15(b)(6) of the Exchange Act and Section 203(f) of the . . . [Investment Advisers Act of 1940] . . . Ginder be, and hereby is suspended from association with any broker, dealer, investment adviser, municipal securities dealer, or transfer agent, and from participating in any offering of penny stock for a period of nine (9) months, effective on the second Monday following entry of this Order.”  The nine month suspension commenced with the opening of business on March 28, 2011, and concluded at the close of business on December 27, 2011;

WHEREAS, the Final Judgment and SEC Order were based on allegations that Ginder, from at least January 2001 until September 2003, while employed by Prudential Securities Inc., defrauded mutual fund companies and the funds’ shareholders in order to engage in “market timing” trades on behalf of two hedge fund customers through the use of multiple customer account numbers and financial adviser numbers;

WHEREAS, Ginder acknowledges that he is the subject of the Final Judgment and SEC Order described herein;

WHEREAS, the Final Judgment and SEC Order have not been overturned by appeal or otherwise;

WHEREAS, other than the Final Judgment and SEC Order, Ginder has not been the subject of any reported disciplinary actions or complaints since August 21, 2002;

WHEREAS, Section 36b-15(a) of the Act provides, in part, that “[t]he commissioner may, by order . . . restrict or impose conditions on the securities . . . activities that an applicant . . . may perform in this state if the commissioner finds that (1) the order is in the public interest, and (2) the applicant . . . (D) is permanently . . . enjoined by any court of competent jurisdiction from engaging in or continuing any conduct or practice involving any aspect of a business involving securities . . . [or] investments . . . [or] (F) is the subject of any of the following sanctions that . . . were imposed within the past ten years:  (i) [a]n order issued by . . . the Securities and Exchange Commission . . . suspending . . . registration as . . . [an] agent . . . or the substantial equivalent of those terms, as defined in sections 36b-2 to 36b-34, inclusive”;

WHEREAS, the Final Judgment and SEC Order described herein would provide a basis under Section 36b-15 of the Act for the Commissioner to restrict or impose conditions on the securities activities that Ginder may perform in this state, after providing Ginder with prior notice and an opportunity for a hearing;

WHEREAS, Section 36b-31(a) of the Act,  provides, in relevant part, that “[t]he commissioner may from time to time make . . . such . . . orders as are necessary to carry out the provisions of sections 36b-2 to 36b-34, inclusive”;

WHEREAS, Section 36b-31(b) of the Act, provides, in relevant part, that “[n]o . . . order may be made . . . unless the commissioner finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of sections 36b-2 to 36b-34, inclusive”;

WHEREAS, an administrative proceeding initiated under Section 36b-15 of the Act would constitute a “contested case” within the meaning of Section 4-166(2) of the General Statutes of Connecticut;

WHEREAS, Section 4-177(c) of the General Statutes of Connecticut and Section 36a-1-55(a) of the Regulations provide that a contested case may be resolved by consent order, unless precluded by law;

WHEREAS, SMH agrees to the entry of this Consent Order Conditioning Registration as an Agent (“Consent Order”) solely as a condition to the registration of Ginder as a broker-dealer agent under the Act, and understands that the entry of this Consent Order does not constitute a finding by the Commissioner of a violation of any provision of the Act or any regulation or order under the Act by SMH, nor shall it operate as a restriction or limitation on the securities activities of SMH in the State of Connecticut;

WHEREAS, Ginder expressly consents to the Commissioner’s jurisdiction under the Act and to the terms of this Consent Order;

AND WHEREAS, the issuance of this Consent Order is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act.

CONSENT TO WAIVER OF PROCEDURAL RIGHTS

WHEREAS, Ginder, through his execution of this Consent Order, voluntarily waives the following rights:

CONSENT TO ENTRY OF ACTIVITY RESTRICTIONS

WHEREAS, Ginder, through his execution of this Consent Order, consents to the Commissioner’s entry of a Consent Order imposing on him the following restrictions:

CONSENT ORDER

NOW THEREFORE, the Commissioner enters the following:

Conditional Registrations