SECURITIES AND EXCHANGE COMMISSION
In the Matter of the Application of
For Review of Action Taken by the
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
OPINION OF THE COMMISSION
REGISTERED SECURITIES ASSOCIATION -- REVIEW OF DENIAL OF MEMBERSHIP CONTINUANCE APPLICATION
Registered securities association denied member's application to permit employment of individual who is subject to statutory disqualification because of a 1998 felony conviction. Held, review proceeding is dismissed.
Craig L. Landauer, of Pickard and Djinis LLP, for Frank Kufrovich.
Patrice M. Gliniecki, Norman Sue, Jr., Susan L. Beesley, and Deborah F. McIlroy, for NASD Regulation, Inc.
Appeal filed: April 23, 2001
Last brief received: August 16, 2001
Frank Kufrovich appeals from the denial by the National Association of Securities Dealers, Inc. ("NASD") of an application by Bryan Funding, Inc. ("BFI") to remain an NASD member if it employs Kufrovich as a general securities representative. Kufrovich is subject to a statutory disqualification based on his 1998 conviction in federal court ontwo felony counts. We base our findings on an independent review of the record.
Kufrovich's Conviction and Sentence
In December 1997, Kufrovich agreed to plead guilty to two federal felony charges: (1) enticing and attempting to entice a minor to engage in an unlawful sexual act, in violation of 18 U.S.C. § 2422(b), and (2) traveling interstate with intent to engage in a sexual act with a minor, in violation of 18 U.S.C. § 2423(b). Kufrovich does not dispute the NASD's summary of the conduct underlying these felony counts, which reflects that, beginning in February 1996, Kufrovich engaged in discussions of a sexual nature with a 14-year-old girl via an Internet chatroom. Kufrovich, who was 41 years old at the time, represented himself in these discussions to be a younger person, closer to the girl's age. These discussions resulted in Kufrovich arranging to meet the girl in March 1996 for sexual relations in a hotel room in another state, where she would be traveling with her mother. When she met Kufrovich at the hotel, the girl immediately realized the deception about his age, left the room, and alerted her mother, who reported the incident to the police.
In June 1998, the United States District Court for the District of Connecticut sentenced Kufrovich to 18 months in prison and three years probation. The court also ordered Kufrovich to participate in mental health and substance abuse treatment programs, to pay $25,000 in restitution to a trust fund for the victim, and to have no contact with her. Kufrovich served more than 15 months in prison before being released in late October 1999. During his incarceration, he completed the mental health and substance abuse program participation requirements. Since his release, Kufrovich has continued to meet with a psychiatrist and to attend peer group counseling session on a regular basis. Kufrovich will remain on probation until October 30, 2002.1
As a result of his felony conviction, Kufrovich is subject to a ten-year statutory disqualification under the Securities Exchange Act of 1934 and the NASD By-Laws.2 As a statutorily-disqualified person, Kufrovich is not eligible to associate with an NASD member firm without the consent of the NASD.3
Kufrovich's Prior Employment and Regulatory Background
After graduating from law school in 1982, Kufrovich worked in the securities industry. During this period he was registered in the capacities of general securities representative, direct participation program representative, and direct participation program principal. While incarcerated, Kufrovich worked as an inmate college tutor. Since his release from prison, Kufrovich has worked as a partner-manager of a vitamin store.
In 1992, Kufrovich was censured and fined $45,000 for violations of the NASD's Rules of Fair Practice while employed by Professional Planning and Technologies, Inc. ("PP&T"). That action was based on a settlement in which Kufrovich consented, without admitting or denying the allegations, to NASD findings, among others, that PP&T, acting through Kufrovich and PP&T's president, prepared and disseminated to prospective investors in 1988 and 1989 sales literature that contained false and misleading statements,4 and failed to terminate a private offering on the expiration date when the required minimum units had not been sold.
BFI's Membership Continuance Application
In September 2000, BFI applied to the NASD for consent to continue as an NASD member if Kufrovich became an associated person.5 According to its application, BFI is headquartered in Pittsburgh, Pennsylvania and, as of the filing of the application, had one office of supervisory jurisdiction ("OSJ") and no branch offices. BFI proposed to employ Kufrovich as a general securities representative selling mainly direct participation programs and selected mutual funds. Under BFI's proposal, Kufrovich would work in an OSJ that BFI would establish for Kufrovich in Woodland Hills, California, near Kufrovich's residence in Ficus, California. Kufrovich would be supervised by Eric Koval, a general securities representative and general securities principal. Anders Pham, a registered representative with no experience as a principal who, at the time of BFI's application, was in the process of qualifying as a Series 8 general securities sales supervisor, would serve as on-site supervisor when Koval was not present.
Under the supervisory plan BFI outlined, either Koval or Pham, as well as Richard Bryan, Jr., the president and a registered principal of BFI, who works out of the Pittsburgh headquarters office, would approve all new accounts Kufrovich serviced and all orders Kufrovich placed. Kufrovich also would be required to obtain Koval's approval of all outgoing correspondence and either Koval or Pham would review all of Kufrovich's incoming correspondence. Other components of the plan included that: (1) Koval would review on a periodic basis all customer monthly statements issued by BFI to the accounts for which Kufrovich is responsible; (2) Kufrovich would not be permitted to service discretionary accounts or to prepare any sales literature; (3) Kufrovich would participate in monthly compliance meetings with Koval; and (4) Bryan would meet at least once per month with Koval to review his supervision of Kufrovich.
The Statutory Disqualification Committee Hearing
At the December 2000 hearing on BFI's proposal, a subcommittee of the Statutory Disqualification Committee of NASD Regulation, Inc. ("NASDR") learned that Kufrovich's proposed primary supervisor, Koval, lives in Nevada and travels to and works in the Los Angeles area -- where Kufrovich would work --about one week out of every month. Koval informed the subcommittee that he planned to work at Kufrovich's proposed location in the Woodland Hills office more often during the months of November and December. Koval explained that, under BFI's proposed plan, Kufrovich primarily would sell energy limited partnerships -- tax shelter instruments typically purchased at the end of the year. The subcommittee also learned from Koval that Kufrovich, whom BFI proposed to employ the entire year, would sell mutual funds throughout the year. Koval expressed his view that the proposed level of supervision of Kufrovich would be sufficient. In response to the subcommittee's concerns that Koval would not be on-site in the Woodland Hills office for even the majority of any given month, Koval stated that he would be willing to move to Los Angeles, effectively amending BFI's proposed supervisory plan. Koval, however, did not offer to curtail his extensive business travel.
The subcommittee also heard the testimony of Dr. William Vicary, Kufrovich's psychiatrist, who advised the Panel that he believed Kufrovich had benefitted greatly from continued treatment. Dr. Vicary, who first met with Kufrovich in April 1998, stated that Kufrovich's offense had followed years of depression and anxiety due to a traumatic upbringing "that led him to decompensate over time." Dr. Vicary offered his opinion that, having received treatment, Kufrovich was not likely to commit any other similar sexual crime, to be back in contact with the criminal justice system, or to "represent any risk of unethical behavior in his work as a securities dealer."6 The subcommittee also accepted into evidence a June 2000 letter from Gregory Almantia, Kufrovich's probation officer, which stated that Almantia personally did not believe Kufrovich presented a third-party risk. Almantia's letter also pointed out that the offenses do not relate to the sale of securities, and advised that Almantia had no objection to Kufrovich's request for permission to work for BFI. The Department of Member Regulation staff opposed BFI's application.
The National Adjudicatory Council ("NAC") Decision
On March 26, 2001, the NAC denied BFI's application to employ Kufrovich. The NAC concluded that, in light of "[t]he nature, seriousness and recency of Kufrovich's conviction and the inadequate supervisory structure proposed by the Firm . . .,Kufrovich's re-entry into the securities industry at this time would create an unreasonable risk of harm to the market and investors." The NAC explained that "[a]lthough not securities-related, Kufrovich's misconduct was of a fraudulent and deceptive nature and it was knowingly directed against a vulnerable child." It further stated that, in its judgment, "Kufrovich's activities cast doubt on his character and lead us to question his ability to act in a trustworthy and responsible manner in interactions with the investing public."
The NAC also expressed its view that Kufrovich lacked judgment and trustworthiness based on the fact that "his record in this industry is not blemish-free." The NAC characterized as "most-serious," Kufrovich's prior discipline for "misleading conduct involving solicitations for the sale of securities." With respect to the progress that Dr. Vicary, Kufrovich's psychiatrist, noted, the NAC expressed its own view that Kufrovich had "not demonstrated that he has rehabilitated himself during the short period that has elapsed since his felony conviction." The NAC determined to "defer to the remedial probationary period imposed by the court, which does not end until October 30, 2002."
The NAC also expressed its concerns regarding the level of supervision that BFI proposed to afford Kufrovich. In particular, the NAC was concerned that Koval, Kufrovich's primary supervisor, would not be physically present in close proximity to Kufrovich during all work days under any proposal advanced by the firm, and that Pham, Kufrovich's secondary supervisor, is only a registered representative with no experience as a principal. The NAC concluded that BFI would be "unable to provide the required heightened level of supervision necessary."
Section 19(f) of the Exchange Act governs our review of this appeal. In particular, if we find that: (1) the specific grounds on which the NASD based its action exist in fact; (2) the NASD's action is in accordance with its rules; and (3) the NASD rules are, and were applied in a manner, consistent with the purposes of the Exchange Act, we must dismiss the appeal, unless we find that the NASD's action imposed an undue burden on competition.7
Kufrovich does not dispute, and we find, that "the specific ground" on which the NASD based it determination -- Kufrovich's statutory disqualification -- "exists in fact." We further find that the NASD's review of BFI's application was conducted in accordance with the NASD's rules, specifically, the NASD's By-Laws and Code of Procedure, and that these rules are consistent with the Exchange Act's purposes. Kufrovich contends that the NASD staff violated one of the NASD's procedural rules, and the NASDR concedes in its appeal brief that the Department of Member Regulation, which was a party to the NASD proceeding, filed its recommendation letter, exhibit list, and witness list late, in violation of NASD Procedural Rule 9523(a)(3).8 Nonetheless, we agree with the NASDR that "this argument is unavailing because Kufrovich explicitly waived his objection to that particular procedural issue."9 And, in any event, Kufrovich does not allege specific harm as a result of the late filing, his counsel's waiver, or the subcommittee's handling of his objection.
Kufrovich's appeal focuses primarily on his claim that the NASD, in denying BFI's application, failed to apply its rules in a manner consistent with the purposes of the Exchange Act. TheNASD may deny an application by a firm for association with a statutorily-disqualified individual if it determines that employment under the proposed plan would not be consistent with the public interest and the protection of investors.10 In 1990, Congress extended the scope of offenses subject to statutory disqualification under the Exchange Act to include "any other felony." As we explained in Stephen L. Keidaish,11 in the case of a person disqualified for a non-securities-related felony, the NASD, in order "to apply its rules relative to statutory disqualification consistently with the purposes of the Act . . . must explain how the particular felony at issue, examined in light of circumstances relating to the felony, creates an unreasonable risk of harm to the market or investors." 12
Kufrovich argues that the NASD failed "to properly evaluate the factors" we identified in Keidaish. Essentially, Kufrovich disagrees with the NASD's conclusion that his presence in the securities industry under BFI's proposed supervisory plan would threaten investors. He contends, among other things, that his felonies represent an isolated incident that cannot be assessed without also considering his otherwise clean record and his claimed rehabilitation. Kufrovich argues vigorously that the testimony provided by his psychiatrist and the letter he introduced from his probation officer "are strong indications by recognized authorities that Mr. Kufrovich would not pose a threat or create an unreasonable risk of harm to the investing public."
Kufrovich has not convinced us that the NASD has engaged in "pure speculation," and "leap[ed]" to an "unjustified" decision to deny BFI's application. We are satisfied that, in this matter, the NASD properly discharged its Exchange Act obligationindependently to evaluate BFI's application, based upon the totality of the circumstances, and to explain the bases for its conclusion.13 We conclude that the NASD applied its rules in a manner consistent with the purposes of the Exchange Act.
The NAC appropriately weighed all of the facts developed before the subcommittee in determining to deny the application. As an initial matter, it considered the nature and recency of Kufrovich's conviction, expressing its concern that Kufrovich's misconduct was of a "fraudulent and deceptive nature . . . knowingly directed against a vulnerable child." The NAC reasoned that the misconduct had been deliberately deceitful and that Kufrovich's activities, directed against a member of a particularly vulnerable societal group, "cast doubt on his character and [led the NAC] to question his ability to act in atrustworthy and responsible manner in interactions with the investing public."
A propensity for dishonest behavior is of particular concern in the securities industry, an industry that presents numerous opportunities for abuses of trust.14 The Commission consistently has recognized that, in order to ensure protection of investors, the NASD may demand a high level of integrity from securities professionals.15 We also have recognized that Congress has granted the NASD discretion in matters involving a firm's employment of a person subject to a statutory disqualification.16
The NAC also considered -- but was not persuaded by -- the testimony and statements of Kufrovich's psychiatrist and probation officer to the effect that he did not present a third-party risk.17 The NAC reached a different conclusion from that reached by these persons. It was not persuaded that Kufrovich had rehabilitated himself during the short period that had elapsed since his felony conviction. In reaching its conclusion,the NAC properly considered that Kufrovich will serve a probationary sentence until October 30, 2002, as part of his felony conviction. We share the NAC's concern that Kufrovich remains on probation. We consider the NASD to be in a better position than Kufrovich's witnesses to understand and evaluate the particular risks presented by securities industry employment.
The NAC also took into account that Kufrovich previously had been disciplined by the NASD for disseminating false and misleading sales literature to prospective investors. Kufrovich contends that the 1992 NASD discipline should not have been considered, as the underlying events occurred more than a decade ago, represented only one minor transgression during his fifteen-year career in the securities industry and did not result in a suspension. When he was questioned at the hearing about the underlying conduct, Kufrovich conceded that by the time this misconduct occurred (1988 through 1989), he had reached a point in his education and in his securities career at which he should have known that statements such as "guarantees" are problematic at best, and that "[t]hose words are not to be put in literature." Nonetheless, Kufrovich admitted that he "mailed the documents [containing such statements] anyway." The NAC properly concluded that this misconduct, while not recent, reflects poorly on Kufrovich's judgment and trustworthiness.
The NASD also addressed explicitly what it viewed as the essential shortcomings of BFI's proposed supervision plan. Kufrovich urges us to embrace the proposed plan because it assertedly affords an "unprecedented level of review."18 Weagree with the NASD, however, that the plan lacks a key component -- stringent supervision.19 The NAC quite reasonably concluded that the plan, under which "Koval [would] not be physically present in close proximity to Kufrovich during all working days[,] . . . Bryan [would be] on the other side of the country, and Pham is only a registered representative with no experience as a principal," was inadequate.20
Kufrovich also contends that, because a substantial penalty already has been exacted for his criminal misconduct, his continued exclusion from the securities industry constitutes an undue burden on competition and a penalty, rather than a remedial measure for the protection of investors. It constitutes neither. By denying BFI's application to associate with Kufrovich, the NASD acted to protect the public interest and imposed no additional penalty on Kufrovich. It simply determined that itwould not grant relief from a disqualification previously incurred.21
We find that the basis the NASD articulated in denying BFI's application to associate with Kufrovich exists in fact, that the NASD acted fairly and in accordance with its rules, which are and were applied in a manner consistent with the purposes of the Exchange Act, and that the NASD's action imposed no undue burden on competition. Accordingly, we have determined to dismiss this review proceeding.
An appropriate order will issue.22
By the Commission (Chairman PITT and Commissioners HUNT and GLASSMAN).
Jonathan G. Katz
Admin. Proc. File No. 3-10461
In the Matter of the Application of
For Review of Action Taken by the
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
ORDER DISMISSING REVIEW PROCEEDING
On the basis of the Commission's opinion issued this day, it is
ORDERED that the application for review filed by Frank Kufrovich be, and it hereby is, dismissed.
By the Commission.
Jonathan G. Katz
|1||In a letter dated November 22, 2000, U.S. Probation Officer Gregory J. Amantia informed the NASD that Kufrovich continued to comply with all aspects of Federal supervision and continued to progress with regard to mental health counseling.|
|2||In 1990, Congress expanded the scope of statutorydisqualification to include conviction for "any other felony within ten years of the date of the filing of an application for membership or participation." The NASD amended its by-laws to incorporate this change in 1997. Section 3(a)(39)(F) of the Exchange Act, 15 U.S.C. §78c(a)(39)(F); Section 15(b)(4)(B) of the Exchange Act, 15 U.S.C. § 78o(b)(4)(B); NASD By-Laws, Article III, Section 4(g)(2), NASD Manual at 1307 (April 2000).|
|3||NASD By-Laws, Article 3, Section 3(d), NASD Manual at 1305 (April 2000).|
|4||According to the NASD's complaint, the PP&T sales literature "falsely promised a guaranteed minimum return of 16.5% per year . . . , emphasized the use of Marriott Corporation's name when Marriott Corporation had no relationship to the partnership, . . . [and] generally lacked material information regarding the risks of the partnership and made only promissory statements which caused them to be misleading."|
|5||Under NASD By-Laws, Article 3, Section 3(d), NASD Manual at 1305 (April 2000), a member firm may request relief from ineligibility to associate with a disqualified person pursuant to the Rules of the Association. The firm may file such application on its own behalf and on behalf of a current or prospective associated person.|
|6||When pressed on cross-examination, Dr. Vicary conceded that he could not say that Kufrovich did not represent at least a minimal risk to the investing public, because "[e]verybody is a potential risk."|
|7||Section 19(f) of the Exchange Act, 15 U.S.C. § 78s(f); see, e.g., Stephen L. Keidaish, Exchange Act Rel. No. 43555 (November 14, 2000), 73 SEC Docket 2505, 2507.|
|8||NASD Manual at 7428 (April 2000).|
|9||Procedural Rule 9523 requires that these documents be filed at least ten business days prior to the hearing. The Department of Member Regulation staff filed them on a Thursday prior to a Wednesday hearing. After Kufrovich objected to the late filing, the NASDR Office of General Counsel advised the parties that the hearing panel had determined to postpone the hearing in order to provide Kufrovich time to review the materials. Kufrovich's counsel, in response, agreed in writing to waive any objection concerning the timing of the staff's filing of the materials, representing that it was "critical" that the hearing be held as scheduled and noting that the Department of Member Regulation staff had agreed not to object to any request to supplement the record before or within a reasonable time period after the hearing. Kufrovich now asserts that "[t]he proper way to handle this failure [to file timely] would have been for the hearing panel to have excluded the recommendation, exhibit and witness lists of the NASD Department rather than forcing Bryan Funding, Inc. and Mr. Kufrovich to either waive its objection to the NASD's failure or postpone the hearing." Kufrovich, however, does not suggest that he asked the committee to follow this course.|
|10||Section 15A(g)(2) of the Exchange Act, 15 U.S.C. § 78o-3(g)(2). See also Article 3, Section 3(d) of the NASD By-Laws at 1305 (April 2000) ("The Board may, in its discretion, approve the continuance in membership, and may also approve the association or continuance of association of any person, if the Board determines that such approval is consistent with the public interest and the protection of investors.").|
|11||73 SEC Docket at 2508-09. In Keidaish, the Commission reviewed the legislative history of the 1990 amendment to the Exchange Act, which expanded the scope of statutory disqualification to include "any other felony."|
|13|| The Commission in Keidaish remanded an NASD determination to deny a member's application to associate with a disqualified individual, Stephen L. Keidaish, because the NASD's opinion included no analysis. The NASD had failed to "identify what risk of harm to markets or investors arises from a conviction for DUI Manslaughter, or from two incidents that happened decades ago when Keidaish was a teenager." 73 SEC Docket at 2509. The NASD also had failed to discuss how the proposed supervision of Keidaish affected the outcome, and to point to any other part of the record (beyond the fact that Keidaish was still on probation and had had a "history of problems with the law") to establish how the purposes of the Act would be furthered by a denial of the application. Id. We stated in Keidaish that, without such analysis, the Commission was unable to determine whether the NASD applied its right to deny the application consistently with the purposes of the Act or not. Id. at 2509-10.
As discussed below, the NASD's decision here sets forth the NASD's analysis and, accordingly, we are able to evaluate the decision under Section 19(f). The decision identifies explicitly the risk of harm that the NASD believes arises from Kufrovich's conviction. The decision also expressly discusses BFI's plan to supervise Kufrovich, finding that the plan fails to provide the required heightened level of supervision necessary to assure that the firm could effectively prevent and detect possible misconduct. Further, the decision points to other evidence in the record -- Kufrovich's prior NASD discipline -- as contributing to its conclusion that "he has shown a tendency toward deceptive conduct."
|14||See, e.g., Edmond M. Kilbourn, 50 S.E.C. 603, 605 (1991).|
|15||See, e.g., William J. Haberman, 53 S.E.C. 1024, 1029 (1998) (holding that to protect investors and maintain investor confidence in the markets, securities professionals are obliged to maintain high ethical standards), aff'd, 205 F.3d 1345 (8th Cir. 2000) (Table).|
|16||E.g., Dennis Milewitz, 53 S.E.C. 701, 707 (1998). See also Halpert and Co., 50 S.E.C. 420, 422 (1990) ("Particularly in matters involving a firm's employment of persons subject to a statutory disqualification, it is appropriate to recognize the NASD's evaluation of appropriate business standards for its members.").|
|17||Kufrovich asserts that the NASD failed to "introduce a shred of evidence" contradicting the psychiatrist's and probation officer's shared view that Kufrovich poses no or a minimal risk to investors. Kufrovich appears to be suggesting that, if an applicant offers evidence on the ultimate issue of investor or market risk, Keidaish requires the NASD to counter that evidence with its own witness testimony, exhibits or other refuting evidence. This is not the case. Keidaish permits the NASD to rest its assessment of an application on its analysis of the conviction itself, the facts underlying it, and the various elements of the proposed supervisory plan. See supra note 13.|
|18||Kufrovich claims that the plan is satisfactory because it provides for two levels of review of Kufrovich's activities and includes all the factors specified by the NASDR Department of Member Regulation in its Winter 1999 Regulatory and Compliance Alert. Notably, however, the Alert does not suggest that supervision that is, alternatively, intermittent, off-site, and effected by an unqualified person, is acceptable. Further, the cited Alert makes clear that including the specified factors in a supervision plan may not go far enough. According to the Alert, "It is important to note that the quality of the proposed heightened supervisory procedures is an important determining factor in many cases. . . . [¶] These [specified] conditions are generally representative of the supervisory controls Member Regulation will suggest during a [statutory disqualification] proceeding. At times, Member Regulation will propose other or additionalconditions or limitations to address and account for the unique facts and circumstances of the particular case." As of the issuance date of this opinion, the Winter 1999 Alert can be accessed via the NASD Regulation, Inc. website at http://www.nasdr.com/3000.asp.|
|19||See, e.g., Haberman, 53 S.E.C. at 1031.|
|20|| Kufrovich argues that the NASD failed to take into consideration BFI's "amended" supervision proposal, pursuant to which Koval offered to move to Los Angeles where Kufrovich would be employed (but not also to curtail his extensive business travel). Kufrovich is mistaken. Had the NAC considered only BFI's original proposal, it would have had no reason to use, as it did, the modifying phrase "under any proposal advanced by the firm," in its statement: "We are not satisfied with any of the supervisory proposals made by BFI. . . . Koval will not be physically present in close proximity to Kufrovich during all working days under any proposal advanced by the Firm."
Kufrovich also claims that BFI further amended its proposal during the subcommittee hearing by "offer[ing] to restrict Mr. Kufrovich's securities activities to when a particular principal was present in the office." Bryan, however, merely stated "We could maybe limit his sales activities to the time that Mr. Koval is in the office. . . ." He did not commit the firm to this tentatively-worded proposal, and the firm, in turn, did not follow up with anything in writing.
|21|| Cf. Milewitz, 53 S.E.C. at 706-07 (footnotes omitted)
("The NASD's determination not to permit continued association . . . does not constitute an additional penalty, or even a remedial sanction, imposed on Milewitz because of his 1996 misconduct. It merely denies him relief from a previously existing disqualification. . . . We have held that in engaging in such a judgment, the NASD's consideration of the applicant's disciplinary history prior to the statutory disqualification, including misconduct for which sanctions were imposed previously, does not amount to a further penalty for that prior misconduct."). See also Haberman, 53 S.E.C. at 1032 n.24 ("As necessary or appropriate in furtherance of the purposes of the Exchange Act, we may require stringent supervision of any statutorily disqualified individual, regardless of the size or structure of the supervising firm, whether or not such a requirement place[s] a burden on competition. See Section 19(f) of the Exchange Act; Exchange Servs., Inc. v. SEC, 797 F.2d 188, 191 (4th Cir. 1986) ('The SEC can affirm the NASD, despite the disadvantage to competition, if the decision is necessary or appropriate in furtherance of the purposes of the Act.').").
|22||We have considered all of the contentions advanced by the parties. We have rejected or sustained them to the extent that they are inconsistent or in accord with the views expressed in this opinion.|