SECURITIES AND EXCHANGE COMMISSION
In the Matter of the Application of
For Review of Disciplinary Action Taken by the
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
OPINION OF THE COMMISSION
REGISTERED SECURITIES ASSOCIATION -- REVIEW OF DISCIPLINARY PROCEEDING
Violations of Rules of Fair Practice
Registered representative of member firms made unsuitable and excessive recommendations to a customer. Held, association's findings of violation and sanctions it imposed are sustained.
Jack H. Stein, pro se.
Patrice M. Gliniecki, Alan L. Lawhead, and Carla J. Carloni, for NASD Regulation, Inc.
Appeal filed: December 31, 2001
Last brief received: April 16, 2002
Jack H. Stein, formerly a registered representative of several member firms, appeals from a National Association of Securities Dealers, Inc. ("NASD") disciplinary action. The NASD found that Stein violated NASD Conduct Rules 2110 and 23101 by making recommendations to a customer that were both qualitatively and quantitatively unsuitable. The NASD fined Stein $25,000 and suspended him for three months from association with any NASD member in any capacity. We base our findings on an independent review of the record.
Stein was registered as a general securities representative from June 1984 through March 2000. From December 1991 until April 1996, he was associated with Josephthal Lyon & Ross, Inc. ("Josephthal"). Stein first met Ellen Azriel in December 1992. At that time, Azriel was 56 years old, recently widowed, and employed as a hospital social worker.2 In March 1994, Azriel transferred her account from her representative at Merrill Lynch, Pierce, Fenner & Smith, Inc. to Stein at Josephthal. At the time, Azriel's account was worth approximately $78,000 and included municipal bonds and Ford Motor Company preferred stock. Stein signed Azriel's new account form at Josephthal, whichlisted her annual income as $25,000, her approximate net worth as $100,000, and her investment objective as income.3
In May 1994, Stein opened a margin account for Azriel and began recommending that Azriel purchase speculative securities, including oil, gas, copper mining, and gold mining shares. By the end of 1994, Stein had invested 43% of Azriel's portfolio in speculative securities. In early 1995, Stein inserted hand-written changes to Azriel's original new account form.4 He added "spec[ulation]" to Azriel's investment objectives and increased her income to $55,000 and her net worth to $150,000. However, in March 1995, when Stein opened a second account for Azriel at Josephthal, the new account form again reported her income as $25,000 and her net worth as $100,000. By the end of 1995, Stein had invested 90% of Azriel's portfolio in speculative securities (60% of which were speculative oil, gas, and gold stocks).5
The annualized turnover rate for the period when Stein handled Azriel's account at Josephthal (March 1994 through April 1996) was 5.12. During calendar 1995, the turnover rate in Azriel's account was 7.63. During the most active period in the account (November 1994 through March 1996), the annualized turnover rate was 11.96. Through April 1996, Azriel paid a total of $32,095.50 in commissions. Stein received 30% of the commissions or approximately $9,600. Azriel also paid $6,969.89 in margin interest during the time her account was at Josephthal.
In the spring of 1996, when Stein resigned from Josephthal and joined Greenway Capital Corp. ("Greenway"), Azriel transferred one account to Greenway.6 Azriel's Greenway newaccount form listed her income as $25,000 per year, her net worth as $100,000, and her investment objectives as growth and speculation.
Two months later, Stein became associated with Joseph Dillon & Company, Inc. ("Dillon"), and Azriel transferred her account to Dillon.7 Azriel's new account form for Dillon stated that her income was "25K" and her approximate net worth was "$100K," and that her objectives were growth and speculation.
By January 1997, 90% of Azriel's portfolio was invested in speculative gold and mining stocks; one mining stock, AGC America's Gold Corp., constituted 75% of Azriel's portfolio. From January through November 1997, the value of Azriel's account declined significantly, due mainly to a decline in the price of AGC and Bre-X Minerals Ltd., two gold mining stocks that Stein had recommended to Azriel. As of the end of November 1997, the net equity in Azriel's account had decreased to $38,345 and 80% of her portfolio was invested in speculative securities. She incurred $1,009 in margin interest expense during the time her account was at Dillon.8
Stein admits that he recommended the transactions at issue here. During his investigatory testimony, he also agreed that the investments he recommended to Azriel were generally speculative and involved significant risk.9 The NASD found that Stein made unsuitable recommendations for Azriel's accountfrom March 1994 through April 1996 (while associated with Josephthal) and January through November 1997 (while associated with Dillon).10
Before recommending a transaction, a registered representative must have reasonable grounds for believing, on the basis of information furnished by the customer, and after reasonable inquiry concerning the customer's investment objectives, financial situation, and needs, that the recommended transaction is not unsuitable for the customer.11 Recommending excessive activity in a customer's account may also be unsuitable.12 A registered representative does not satisfy the suitability requirement simply by disclosing the risk of an investment that he or she has recommended.13 Even in cases in which a customer affirmatively seeks to engage in highly speculative or otherwise aggressive trading, a representative isunder a duty to refrain from making recommendations that are incompatible with the customer's financial profile.14
When Azriel first transferred her account to Stein in March 1994, Azriel's account held conservative investments. Azriel was in her late fifties, had limited income, and was a widow. Azriel's new account form reported a modest income of approximately $25,000 per year and net worth of $100,000. Stein's recommendations led Azriel to place significant portions of her account in speculative oil, gas, and mining securities, which were inconsistent with the relatively safe investments she previously held and her financial situation. By the end of 1994, Stein had invested 43 % of Azriel's account in speculative securities although her new account form had initially sought income. After Stein altered her new account card, the percentage of speculative securities increased to 90 % by the end of 1995. The unsuitability of the trades was increased by Stein's recommended use of margin in Azriel's account.15
Stein argues that Azriel asked him to understate her net worth on her new account forms to hide assets from the InternalRevenue Service.16 While he asserts that Azriel told him that she had a much higher net worth, he saw no evidence of these assets. We have held that, when a customer refuses to supply financial information, the registered representative must "make recommendations only on the basis of the concrete information that [the customer] did supply and not on the basis of guesswork as to the value of other possible assets."17 Azriel transferred to Josephthal an account valued at $78,000. She acknowledged a total net worth of $100,000 and an income of $25,000. Azriel's tax returns in the record are consistent with these amounts. Stein was not entitled to speculate about any additional assets.
We note that Stein's assessments of Azriel's net worth varied during the course of this proceeding.18 To support his assertions before us, Stein points to various assets allegedly held by Azriel. For example, Stein claims that, when Azriel opened her account, she owned two bonds which, he asserts, increased her net worth by over $50,000. He bases this assertion on a bank account statement, which contains handwritten statements indicating that two withdrawals were made in 1992 for"bonds."19 There is nothing in the record to show whether Azriel purchased bonds in 1992, or if she did, whether she still owned them in 1994 (when her Josephthal account with Stein was opened) or what their then-current value was.
Stein further asserts that Azriel maintained additional assets in accounts at other broker-dealers. Stein offers account statements for an account and an individual retirement account ("IRA") maintained by Azriel at Merrill Lynch during 1997, while she maintained her account with Stein at Dillon. It appears that the combined Merrill Lynch accounts held approximately $50,000. However, since Azriel's account at Dillon had fallen to less than $39,000 by November 1997, the Merrill Lynch accounts do not support Stein's assertion that Azriel's net worth was substantially in excess of $100,000.20
Stein does not introduce any other evidence of Azriel's financial status between March 1994 and November 1997. The remaining brokerage statements relied on by Stein are dated after the events at issue. Assuming that the statements evidence some increase in Azriel's net worth from 1998 through 2000, any increase in her net worth would be irrelevant to the suitability of Stein's recommendations in the period at issue here.
Stein argues that Azriel understood the risks associated with speculative investments and that she actively sought to change her investment strategy to one that involved growth and speculation.21 Even if we concluded that Azriel understoodStein's recommendations and decided to follow them, "that [would] not relieve [Stein] of his obligation to make reasonable recommendations."22 The test for whether Stein's recommended investments were suitable is not whether Azriel acquiesced in them, but whether Stein's recommendations to Azriel were consistent with her financial situation and needs.23 As discussed above, we find that they were not.
Based on the specific information available to Stein regarding Azriel's financial status, we find that Stein's investment recommendations for Azriel resulted in Azriel investing in stocks on margin that were too risky for someone her age and with her income and net worth and that Stein concentrated an excessive portion of Azriel's portfolio in a non-diverse,limited number of speculative securities, thereby increasing Azriel's risk of loss.24
The excessive number of trades recommended by Stein for Azriel also were unsuitable for her account.25 Stein does not dispute that he recommended the trades in Azriel's account. While there is no single test for making an excessive trading determination, the turnover rate26 and the number and frequency of trades in an account provide an objective and reasonable basis for a finding of excessive trading.27 Turnover rates between three and five have triggered liability for excessive trading,28 and it has been generally recognized that an annual turnover rate of greater than six evidences excessive trading.29 Stein turned Azriel's account over 5.12 times on an annualized basis between March 1994 and April 1996. In effect, Stein sold every stock in Azriel's portfolio roughly every ten weeks during that period. For shorter periods the rate was even higher (7.63% to 11.96%).30 We conclude that Stein's recommendations to Azriel between March 1994 and April 1996 and from January through November 1997 were unsuitable and violated Conduct Rules 2110 and 2310.31
A. Stein seeks to introduce certain 1998 Merrill Lynch account statements and a document apparently prepared for Josephthal in 1999 by an economic consulting group that purports to analyze the realized profit and loss in Azriel's accounts at Josephthal and the "portfolio turnover based on average net worth." Rule of Practice 452 generally requires that any party seeking to submit additional evidence before the Commission must submit a motion "show[ing] with particularity that such additional evidence is material and that there were reasonable grounds for failure to adduce such evidence previously." Stein failed to submit such a motion or to otherwise establish, as required by Rule 452, that the evidence is material and that reasonable grounds exist for his failure to adduce on a timely basis this previously-available material.
The 1998 Merrill Lynch statements cover periods after the events at issue here and are thus not material to the suitability of Stein's recommendations in this period. Stein also gives no explanation why he did not introduce this document before the NASD Hearing Panel in 2000 or before the National Adjudicatory Council ("NAC") in 2001.
We also reject the economic analyses of Azriel's account. Again, Stein does not explain why he did not introduce these documents before the NASD. The NASD did not have an opportunity to test the reliability of the calculations, nor the qualifications of the preparer of the document for the consulting group. Stein has failed to meet his burden to show that the analyses are material.
B. Stein asserts that the NASD relied on an examiner's affidavit that, according to Stein, contained self-servingrecitations by Azriel, and attached as an exhibit her arbitration complaint against him.
As noted above, Stein waived a hearing before the NASD.32 On appeal, the NAC rejected that portion of the examiner's affidavit that reflected Azriel's statements and the attached arbitration complaint. The NAC concluded that both documents were hearsay and that they were not sufficiently reliable. We have not considered this portion of the examiner's affidavit or the attached complaint, and have relied on Stein's investigatory testimony and the remaining documentary evidence in the record in making our findings.
Exchange Act Section 19(e)33 provides that we will sustain the NASD's sanctions unless we find, having due regard for the public interest and the protection of investors, that the sanctions are excessive or oppressive or impose an unnecessary or inappropriate burden on competition.34
The NASD Sanction Guideline for unsuitable recommendations recommends a fine of $2,500 to $50,000 and a suspension of 10 to 30 business days (up to 2 years or a bar in egregious cases).35 The fine imposed by the NASD falls in the middle of the range recommended by the Guidelines. The suspension is somewhat longer than that recommended by the Guidelines for non-egregious cases but well within the range recommended for more serious cases.36
Stein caused Azriel to convert her relatively safe investment portfolio into a highly concentrated portfolio of risky and speculative investments on margin, thereby increasing the risks associated with her investments. Stein recommended an excessive number of trades for her account which resulted in substantial commissions and margin expense. Together, the commissions and margin interest that Azriel paid equaled approximately $39,000 for an account that was valued at $78,000 when she transferred it to Stein. Stein has not accepted responsibility or shown contrition for his misconduct. Stein instead claims that Azriel had greater net worth than reflected on the account cards.37 In light of all of these factors and our review of the record, we find that the sanctions imposed on Stein are neither excessive nor oppressive.
An appropriate order will issue.38
By the Commission (Chairman PITT and Commissioners GLASSMAN and CAMPOS); Commissioners GOLDSCHMID and ATKINS not participating.
Jonathan G. Katz
Admin. Proc. File No. 3-10675
In the Matter of the Application of
For Review of Disciplinary Action Taken by the
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
ORDER SUSTAINING DISCIPLINARY ACTION TAKEN BY REGISTERED SECURITIES ASSOCIATION
On the basis of the Commission's opinion issued this day, it is
ORDERED that the disciplinary action taken by the National Association of Securities Dealers, Inc., against Jack H. Stein be, and it hereby is, sustained.
By the Commission.
Jonathan G. Katz
1 NASD Conduct Rule 2310 requires that, in making securities transaction recommendations to their customers, registered representatives have reasonable grounds for believing that the recommendations are suitable for their customers based upon the facts, if any, disclosed by their customers as to their other security holdings and their financial situation and needs. Registered representatives are required before effecting any transactions for their customers to make reasonable efforts to obtain information concerning their customers' financial status, tax status, investment objectives, and such other information used or considered to be reasonable by the registered representatives in making recommendations to their customers.
Conduct Rule 2110 requires that registered representatives "observe high standards of commercial honor and just and equitable principles of trade."
2 As discussed in greater detail below, Stein waived an oral hearing before the NASD. The record consists of briefs, Stein's investigatory testimony, and documents, including, Azriel's account documents, Azriel's tax returns, and an affidavit from an NASD examiner. See Section IV.B. infra.
3 It does not appear that Azriel signed this document.
4 In his investigatory testimony, Stein testified that Azriel completed a revised new account form in May 1994. That document is not in the record.
5 For example, during the first quarter of 1996, Stein increased Azriel's position in AGC America's Gold Corp., a speculative mining stock, to 60,850 shares, which constituted approximately 59 % of her portfolio.
6 The NASD did not approve Stein's registration at Greenway, and Stein resigned from Greenway in July 1996 without ever having been registered. Barney Kowalski, the branch managerof Stein's office, was listed as Azriel's account representative at Greenway.
7 The State of New York approved Stein's registration on January 9, 1997. Prior to January 9, 1997, Dillon listed Michael Minunno as Azriel's account representative. After January 9, 1997, Stein was Azriel's representative of record.
8 Between 1994 and 1997, Azriel withdrew more than $19,000 from her Josephthal, Greenway, and Dillon accounts.
9 Stein now contends that not all of the investments he recommended to Azriel were risky or speculative. He does not specify which of his recommended investments were not speculative. Moreover, in his investigation testimony, Stein testified that his investment focus was on a "risk type of situation."
10 The NASD's complaint had charged Stein with making unsuitable recommendations from March 1994 through April 1997. The complaint alleged that, during the period from May 1996 through January 9, 1997, Stein, although not registered with the NASD at Greenway and not registered with the State of New York at Dillon, functioned without proper registration as Azriel's representative. Because the Hearing Panel concluded that Stein did not act as Azriel's registered representative between May 1996 and January 1997, the National Adjudicatory Council determined to limit its suitability findings to the period from March 1994 through April 1996 and January through November 1997.
11 Maximo Justo Guevara, Exchange Act Rel. No. 42793 (May 18, 2000), 72 SEC Docket 1281, 1287, petition for review denied, No. 00-1681 (3d Cir. Sept. 30, 2002); Rafael Pinchas, Exchange Act Rel. No. 41816 (Sept. 1, 1999), 70 SEC Docket 1516, 1525.
12 Pinchas, 70 SEC Docket at 1526-27. See NASD Board of Governor's Policy Statement IM-2310-2 (excessive activity in a customer's accounts violates the requirement of fair dealing).
13 See, e.g., Patrick G. Keel, 51 S.E.C. 282, 284 (1993) (A registered representative must "be satisfied that the customer fully understands the risks involved and is . . . able . . . to take those risks.").
14 Daniel Richard Howard, Exchange Act Rel. No. 46269 (July 26, 2002), 78 SEC Docket 427, 429-30; See also Pinchas, 70 SEC Docket at 1526 (customer's desire to "double her money" does not relieve registered representative of duty to recommend only suitable investments); Gordon Scott Venters, 51 S.E.C. 292, 294-95 (1993) (notwithstanding client's interest in investing in speculative securities, broker had duty to refrain from recommending such investments when he learned about his customer's age and financial situation); John M. Reynolds, 50 S.E.C. 805, 809 (1992) (regardless of whether customer wanted to engage in aggressive and speculative trading, representative was obligated to abstain from making recommendations that were inconsistent with the customer's financial situation).
15 David A. Gingras, 50 S.E.C. 1286 (1992) (impropriety of recommended trading strategy exacerbated by use of margin to trade in customer account); Charles W. Eye, 50 S.E.C. 655, 658 (1991). See also F.J. Kaufman and Company of Virginia, 50 S.E.C. 164, 165 n.1 (1989) ("'The effect of trading on margin is to leverage any position so that the systematic and unsystematic risks are both greater per dollar of investment,'" (quoting T. Copeland & J. Weston, Financial Theory and Corporate Policy 306 (3d ed. 1988)).
16 In his investigatory testimony, Stein testified that he did not tell his supervisors at Josephthal that the net worth reported on Azriel's new account card was inaccurate.
17 Eugene J. Erdos, 47 S.E.C. 985, 988 (1983) (emphasis in the original).
18 In investigatory testimony before the NASD, Stein stated that Azriel's net worth at the time she opened her account was $170,000, comprised of cash and securities. He also claimed that in 1995 or 1996 she "picked up another $150,000" from her parents. Later in that same testimony, he placed her 1994 net worth at $300,000, including assets that her father had placed in her name. Before the NASD hearing panel, he asserted that in 1994 her net worth "was already in excess of 150,000." Before the National Adjudicatory Council, Stein initially claimed that Azriel told him "on many occasions" that "she had over $400,000 in assets and if she lost $75,000 it would not make a change in her lifestyle." He later claimed she had a net worth of $500,000. Before the Commission, Stein states that Azriel's net worth was $300,000.
19 The bank account does not identify the account's holder. Stein represents that the account belonged to Azriel.
20 In his brief to the Commission, Stein included additional Merrill Lynch account statements not previously introduced for various periods in 1997 and 1998. As discussed below, Rule of Practice 452 generally requires that any party seeking to submit additional evidence before the Commission must submit a motion "show[ing] with particularity that such additional evidence is material and that there were reasonable grounds for failure to adduce such evidence previously." 17 C.F.R. § 201.452. Although Stein did not comply with Rule 452 with respect to the 1997 statements, we consider them material to his argument. As explained above, they do not demonstrate a substantial increase in Azriel's net worth. See also Section IV.A. infra.
21 Stein argues that the NASD should have subpoenaed evidence of Azriel's remaining assets. However, Stein, who wasrepresented by counsel before the NASD, had the obligation to marshal evidence in his defense. Guevara, 72 SEC Docket at 1291.
Stein also contends that Azriel was a sophisticated investor because she read financial periodicals and books and kept abreast of financial news. We have previously rejected the argument that an investor who read financial articles was a sophisticated investor. See Venters, 51 S.E.C. at 294 n.5. He also asserts that Azriel had accounts at Merrill Lynch and Paine Webber. The Merrill Lynch account is discussed above. There is no evidence in the record with respect to a Paine Webber account.
Finally, Stein argues that the Division over-estimated the amount of Azriel's losses and that she would have lost less or made money if she had held onto her AGC stock as he had recommended. Unsuitable recommendations, however, do not become suitable because they result in a profit. Larry Ira Klein, 52 S.E.C. 1030, 1037 n.29 (1996); Eugene C. Erdos, 47 S.E.C. 985, 988 n.10 (1983), aff'd, 742 F.2d 507 (9th Cir. 1984).
22 Clinton Hugh Holland, Jr. 52 S.E.C. 562, 566 (1995), aff'd, 105 F.3d 665 (9th Cir. 1997) (Table).
23 Howard, 78 SEC Docket at 430; Venters, 51 S.E.C. at 295 n.8; Reynolds, 50 S.E.C. at 809; Erdos, 47 S.E.C. at 989.
24 See Holland, Jr. 52 S.E.C. at 565-66 (concentration of high risk and speculative securities and shift of portfolio from conservative to speculative investments was not suitable).
25 Howard, 78 SEC Docket at 430; Pinchas, 70 SEC Docket at 1526-27 ("[D]epending on a particular customer's situation and account objectives, excessive trading, by itself, can violate NASD suitability standards by representing an unsuitable frequency of trading."). See also Harry Gliksman, Exchange Act Rel. No. 42255 (Dec. 20, 1999), 71 SEC Docket 892, 895, aff'd, No. 00-70141 (Gallagher); No. 00-70258 (9th Cir. 2001); Michael H. Hume, 52 S.E.C. 243, 245 n.5 (1995) Paul C. Kettler, 51 S.E.C. 30, 32 (1992).
The NASD Board of Governors' policy statement with respect to fair dealing with customers, which appears in the NASD Manual following the suitability rule, provides in pertinent part as follows: "Some practices that have resulted in disciplinary action and that clearly violate this responsibility for fair dealing are . . . [e]xcessive activity in a customer's account . . . ." IM-2310-2.
26 In calculating the turnover rate for Azriel's accounts, the NASD used the modified Looper formula, dividing total cost of purchases by Azriel's average monthly investment or equity. This method of calculating the turnover rate has been repeatedly used by the Commission. See Peter C. Bucchieri, 52 S.E.C. 800, 801 n.3 (1996); Frederick C. Heller, 51 S.E.C. 275, 279 n.10 (1993); Allen George Dartt, 48 S.E.C. 693, 695 and n.6 (1987).
27 Gliksman, 71 SEC Docket at 897-98; Hecht v. Harris, Upham & Co., 283 F. Supp. 417, 435-36 (N.D. Cal. 1968), modified on other grounds, 430 F.2d 1202 (9th Cir. 1970); Clyde J. Bruff, 53 S.E.C. 880, 885 (1998), pet. denied, 198 F.3d 253 (9th Cir. 1999).
28 Gerald E. Donnelly, 52 S.E.C. 600, 602 n.11 (1996) (noting that respondent acknowledged that "an annualized turnover rate of between two and four percent is presumptive of churning"); Hume, 52 S.E.C. at 245 n.5 (noting that turnover rates of 3.5 and 4.4 were found to be excessive in past cases); Reynolds, 50 S.E.C. at 808 n.12 (finding excessive trading, in part, based on the fact that the account was turned over more than four times on an annualized basis); Samuel B. Franklin & Company, 42 S.E.C. 325, 330 (1964) (finding turnover rate of 3.5 to be excessive).
29 Bucchieri, 52 S.E.C. at 805 ("While there is no clear line of demarcation, courts and commentators have suggested that an annual turnover rate of six reflects excessive trading."); Howard, 78 SEC Docket at 430.
30 In determining whether a broker has engaged in excessive trading, we are not limited to looking only at the full period that the broker managed the customer's account; rather, it is appropriate for us also to review the trading done over a reasonably abbreviated portion of the entire period. Bucchieri, 52 S.E.C. at 805.
31 Stein contends that Azriel, and thus the NASD, are estopped from objecting to his conduct because she was fully aware of his trading activities (having received confirmations for each of the trades and periodic account statements, as well as because he discussed his trading philosophy and investment methods with Azriel).
In making this argument Stein cites to two cases, Moody v. Bache & Co., 570 F.2d 523 (5th Cir. 1978) and Hecht v. Harris, Upham, & Co., 430 F.2d 1202 (9th Cir. 1970). However, both of these cases involved allegations of fraud under Section 10(b) of the Exchange Act, 15 U.S.C. §78j(b),which requires scienter. In both cases, the plaintiffs' understanding of, and consent to, the trading at issue was relevant to the question of whether the defendants had acted with intent to defraud the plaintiffs.
Scienter is not an element for finding a violation of the NASD suitability rule. See Reynolds, 50 S.E.C. at 807 n.4 (scienter is not required for finding unsuitably excessive trading).
32 Instead, Stein and the NASD submitted to the Hearing Panel briefs with exhibits, and in the case of the NASD, the examiner's affidavit.
33 15 U.S.C. § 78s(e)(2).
34 Id. Stein does not claim, and the record does not show, that the NASD's action imposed an undue burden on competition.
35 NASD Sanctions Guidelines (1998 ed.) at 83.
36 The NAC had reduced the one-year suspension ordered by the NASD Hearing Panel to three months. In so doing, the NAC cited, among other mitigating factors, Stein's settlement with Azriel, and the fact that Azriel regularly received confirmations and received at least two activity letters inquiring as to Azriel's satisfaction with her account. The NAC also limited its suitability findings to a shorter period than that set out in the complaint. See note 10 supra.
37 See Bruff, 53 S.E.C. at 887 (registered representative's "attempts to shift blame [to his customer] are additional indicia of his failure to take responsibility for his actions.").
38 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.