Janet Gurley Katz v. Securities and Exchange Commission

United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT
Argued January 14, 2011 Decided August 5, 2011
No. 10-1068
J ANET GURLEY KATZ ,
PETITIONER
v.
SECURITIES AND EXCHANGE COMMISSION ,
RESPONDENT
On Petition for Review of an Order
of the Securities & Exchange Commission
Richard C. Fooshee argued the cause and filed the briefs for
petitioner.
Benjamin L. Schiffrin, Senior Counsel, Securities and
Exchange Commission, argued the cause for respondent. With
him on the brief were David M. Becker, General Counsel,
Michael A. Conley, Deputy Solicitor, and John Avery, Senior
Litigation Counsel.
Before: GINSBURG and GARLAND , Circuit Judges, and
EDWARDS , Senior Circuit Judge.

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Opinion for the Court filed by Circuit Judge GARLAND .
GARLAND , Circuit Judge: Janet Gurley Katz petitions for
review of an order of the Securities and Exchange Commission
(SEC) sustaining a disciplinary action against her by the New
York Stock Exchange (NYSE). Because we conclude that the
Commission’s decision was reasonable and supported by
substantial evidence, we deny the petition for review and affirm
the SEC order.
I
Katz was a registered representative associated with
Wachovia Securities, Inc., a member of the NYSE, at
Wachovia’s Morristown, New Jersey office. This case concerns
her handling of accounts belonging to seven Wachovia
customers: Paul Pinajian, Harry and Irene Ashbahian, Agnes
Voskian, May Kapakjian, Sandra Griffin, and Mary Ann Smith.
With the exception of Mary Ann Smith, Katz’s relationship with
each of these customers commenced through a referral. The
Ashbahians met Katz through their son, Gregory Ashbahian,
who also introduced Katz to his mother-in-law, Agnes Voskian,
her daughter, Sandra Griffin, and her sister, May Kapakjian.
Gregory Ashbahian was referred to Katz by Charles Pinajian,
who also referred his son, Paul, to her.
The first allegations of Katz’s misconduct surfaced in late
2002, when the Ashbahians met with Wachovia branch manager
Larry Ennis to complain about Katz’s handling of their accounts.
The Ashbahians alleged that money had been removed from
their accounts without their authorization, and that signatures on
certain documents appeared to be forged. Ennis referred the
matter to Wachovia’s compliance department and subsequently
placed Katz on administrative leave. Katz resigned from
Wachovia in December 2002.

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In August 2006, the NYSE initiated disciplinary
proceedings against Katz.1 After a sixteen day hearing in which
Katz, Ennis, other Wachovia employees, and most of the
customers testified, the NYSE found that Katz engaged in
conduct that was “inconsistent with just and equitable principles
of trade by (i) causing customer funds to be transferred to other
customers’ accounts without authorization [misappropriation],
(ii) making misstatements to a customer, (iii) effecting
unsuitable transactions in customers’ accounts, and (iv)
engaging in unauthorized trading in customers’ accounts.”
Janet Gurley Katz, Exchange Act Release No. 61449, 2010 WL
358737, at 2, 20 (Feb. 1, 2010) [hereinafter SEC Op.]
(summarizing NYSE findings).2 It further found “that she
violated NYSE Rule 405 by causing Wachovia to fail to learn
essential facts about certain customers,” and that she “caused or
permitted violations of NYSE Rule 440 and Section 17(a) of the
Securities Exchange Act of 1934 and [SEC] Rules 17a-3 and
17a-4 . . . by entering (or causing to be entered) inaccurate
information on customers’ new account forms.” Id. at 2-3
1 The enforcement arm of the NYSE was subsequently
consolidated with the National Association of Securities Dealers
(NASD) to form the Financial Industry Regulatory Authority, Inc.
(FINRA). Because this proceeding was initiated by the NYSE’s
enforcement arm, we follow the SEC’s convention below and use the
designation “NYSE” in this opinion. See Janet Gurley Katz,
Exchange Act Release No. 61449, 2010 WL 358737, at 2 n.1 (Feb. 1,
2010).
2 NYSE Rule 476(a)(6) provides that members and their
employees may be disciplined for conduct that is “inconsistent with
just and equitable principles of trade.” A violation of another NYSE
or Commission rule or regulation also automatically constitutes a
violation of Rule 476(a)(6). SEC Op. at 2 n.2.

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(citing 15 U.S.C. § 78q(a); 17 C.F.R. §§ 240.17a-3, -4).3 The
NYSE censured Katz and imposed a permanent bar from
membership, allied membership, and approved person status,
and from employment or association in any capacity with any
member or member organization. See In re Janet Gurley Katz,
at 26 (N.Y.S.E. June 12, 2008) [hereinafter NYSE Op.].
Katz appealed the NYSE’s decision to the SEC, see 15
U.S.C. § 78s(d), which sustained the majority of the Exchange’s
determinations, finding that Katz had engaged in securities
violations with respect to the accounts of all seven customers.4
The Commission also sustained the censure and bar imposed by
the NYSE. See SEC Op. at 20-37.
With respect to Paul Pinajian, the Commission sustained the
NYSE’s finding that Katz made oral misstatements regarding
the balance in his account. At the NYSE hearing, Pinajian
testified that his account statements reflected a marked decrease
in his balance through 2000, and that, in August of that year, he
3 NYSE Rule 405 requires every member organization to use due
diligence to learn the essential facts about every customer. See SEC
Op. at 3 n.3. NYSE Rule 440 requires brokers and dealers to make
and preserve books and records prescribed by the NYSE and by SEC
Rules 17a-3 and 17a-4. See id. at 3 n.4. And SEC Rules 17a-3 and
17a-4 require brokers and dealers to keep current books and records
regarding executed securities transactions and customer accounts. 17
C.F.R. §§ 240.17a-3, -4.
4 The NYSE found Katz guilty of twenty-seven violations, of
which the SEC sustained sixteen. Katz petitions this court for review
of fourteen of those, Pet. Br. 9-10, which are the only violations
discussed in this opinion.

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became aware that Katz was trading his account on margin.5
According to Pinajian, despite Katz’s assurance that she would
take his account off margin, in early 2001 his account was still
being traded on margin, and his February 2001 statement
showed an unexpected decline of almost $100,000. Pinajian
testified that he called Katz, who told him that a computer error
had caused a margin debit to be deducted twice. His actual
balance, she said, was approximately $75,000 higher than his
statement indicated. Pinajian testified that, in March, he
received another statement showing a steep decline. When he
called Katz again, she told him that the computer error had not
been corrected, and that he would receive a temporary statement
showing the actual balance in his account. For the next several
months, Pinajian did receive statements showing higher account
balances. But when Pinajian moved his account to another
brokerage following Katz’s departure from Wachovia, he
discovered that the account contained only $36,946.46.
It turned out that the monthly statements showing higher
account balances were false. More precisely, they appeared to
be altered versions of real statements belonging to a different
Katz customer: a label with Pinajian’s name and address had
been applied to cover the original address. Both Wachovia’s
operations manager and Katz’s assistant testified that Katz had
asked the branch receptionist to type up address labels for
Pinajian’s account.
Katz denied making false statements to Pinajian: in
particular, she denied telling him that a margin debit had been
deducted twice or that his account statements were incorrect.
Although she conceded that the monthly statements sent to
Pinajian were false, and that they were altered copies of
5 When investors buy on margin, they borrow cash from the
broker, using their other securities as collateral.

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statements belonging to another customer, she claimed not to
know how they ended up at Pinajian’s residence. Katz also
disclaimed any knowledge of how Pinajian’s genuine statements
were diverted to another address, or of how one such statement
arrived at the home of a woman who occasionally cleaned her
house. In light of the witness testimony and documentary
evidence, the SEC concluded that Katz made oral misstatements
when she told Pinajian that the decline in his account was due to
a computer error.
The SEC also affirmed the NYSE’s finding that Katz
misappropriated funds from Pinajian’s account by transferring
them to the account of another customer without authorization.
There is no dispute that $8,300 was transferred from Pinajian’s
account to the account of his uncle, another Katz customer.
Pinajian testified that he did not authorize the transfer, never
discussed the transfer with Katz, and had no reason to send
money to his uncle.
With respect to Harry and Irene Ashbahian, the
Commission sustained the NYSE’s finding that Katz
misappropriated funds from their account by making
unauthorized transfers. From March 2001 through October
2002, roughly $30,000 was moved from the Ashbahians’
accounts to the accounts of their son and daughter-in-law.
Although Katz claimed that she made some of the transfers
pursuant to letters of authorization, the Ashbahians denied
signing any such documents. Katz also disclaimed knowledge
of several of the transfers, noting that she was out of the office
for certain periods during 2001 and 2002 dealing with the
illnesses and deaths of her step-son and husband, including a
time in October 2002 when she traveled to Scotland with her
husband, who died during the trip. The SEC rejected Katz’s
claim that she could not have made the transfers, finding that she

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exercised control over her customers’ accounts even when she
was out of the office.
The SEC also affirmed the finding that Katz engaged in
unauthorized trading in the Ashbahians’ accounts. The couple
testified before the NYSE hearing panel that they were often
unaware when Katz made transactions and were “confused or
alarmed to discover that Katz had been trading in their
accounts.” SEC Op. at 30. The Commission agreed with the
NYSE that Katz did not have authorization for all of the
purchases and sales she made in the Ashbahians’ accounts; it
made the same determination with respect to the accounts of
Agnes Voskian, Sandra Griffin, and Mary Ann Smith.
As for Voskian, the SEC confirmed that -- in addition to
making unauthorized trades -- Katz misappropriated funds from
her account, engaged in unsuitable trading, and caused books-
and-records violations. Regarding the books-and-records
violations, the SEC sustained the NYSE’s finding that Katz
caused Wachovia to fail to learn essential facts about Voskian
by entering, or causing to be entered, inaccurate information on
Voskian’s new account forms. That information included her
investment objective, income, net worth, and financial
experience.
The SEC also affirmed the NYSE’s conclusion that Katz
misappropriated funds from Voskian by transferring $13,000 to
her son-in-law, Gregory Ashbahian. Like Harry and Irene
Ashbahian, Voskian denied signing documents purporting to
authorize the transfers. Finally, the Commission agreed with the
NYSE that Katz engaged in unsuitable trades on Voskian’s
account; it made the same finding with respect to Voskian’s
sister, May Kapakjian. Because Voskian and Kapakjian were
both in their eighties, lived on modest retirement incomes, and
had invested much of their net worth with Katz, the Commission

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found that Katz should not have been trading below-investment-
grade securities in the sisters’ accounts.
On this petition for review, Katz contests each of the
findings described above.6
II
A person aggrieved by a final order of the SEC may obtain
review by this court, 15 U.S.C. § 78y(a)(1), but our standard of
review is deferential. “The findings of the Commission as to the
facts, if supported by substantial evidence, are conclusive.”
Id. § 78y(a)(4). And the Commission’s “other conclusions may
be set aside only if ‘arbitrary, capricious, an abuse of discretion,
or otherwise not in accordance with law.’” Graham v. SEC, 222
F.3d 994, 999-1000 (D.C. Cir. 2000) (quoting 5 U.S.C.
§ 706(2)(A)).
A
Katz first contends that we should reverse the finding that
she made misstatements to Pinajian because she did not have
fair notice of the conduct she would have to defend. Although
she concedes that the NYSE’s “Charge Memorandum put [her]
on notice that she [would have] to defend against the charge of
making two oral misrepresentations to Pinajian in the spring of
2001,” she argues that the Memorandum did not notify her that
she would have to defend against a charge of “creating false
monthly statements [or] diverting real monthly statements.” Pet.
Br. 39. Accordingly, she argues, it was unfair for the NYSE to
6 Katz does not dispute that the sanctions the NYSE imposed and
that the SEC upheld were appropriate in light of the violations found.
See Oral Arg. Recording 4:45.

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make, and the SEC to sustain, a finding that she was guilty of
the charge of creating false account statements.
But that is not what the NYSE found or the SEC affirmed.
As the Commission explained, the “NYSE did not make
additional, uncharged findings of violations” regarding the false
account statements, but rather “made findings of fact about the
monthly account statements, which the NYSE used to support
its ultimate legal conclusion that Katz made oral misstatements”
to Pinajian “by telling [him] that his account balances were
incorrect.” SEC Op. at 24-25. In short, the NYSE used the
account statements -- which Katz concedes were false -- as
evidence to support the charge that Katz’s oral statements to
Pinajian about his account balances were also false. 7
Moreover, Katz was fully on notice that the SEC would use
the account statements for that evidentiary purpose. The Charge
Memorandum referenced the false monthly statements that
Pinajian received, see NYSE Charge Memorandum at 6-7 (J.A.
342-43), and Katz filed a pretrial motion to strike those
references, see Mot. to Strike at 8 (J.A. 367). The NYSE
hearing officer denied Katz’s motion, holding that the “duplicate
statements may have created a situation in which the customer
was more likely to believe misrepresentations about whether
errors had occurred in his account balances.” Order on Resp’t’s
Mot. at 3 (J.A. 379). Indeed, Katz concedes that “[t]his ruling
7 On appeal, Katz does not contend that the finding that she
created false account statements was unsupported by substantial
evidence. See Pet. Br. 38-41. As both the NYSE and SEC pointed
out, “Katz offered no contrary evidence or plausible explanation for
how one of her customers, who happened to be losing large amounts
of money through her management of his account, happened to receive
statements of another of her customers with a greater amount . . . .”
SEC Op. at 25.

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made it clear that the false monthly statements would or could
be entered into evidence at the hearing.” Reply Br. 6.
Accordingly, there is nothing to her claim that she lacked notice
of the conduct she would have to defend. See Flying Food Grp.
Inc. v. NLRB, 471 F.3d 178, 183 (D.C. Cir. 2006) (holding that,
in administrative proceedings, notice “is sufficient if the
[petitioner] understood the issue and was afforded full
opportunity to justify its conduct during the course of the
litigation” (internal quotation marks omitted)).
B
Katz also challenges the determination that she
misappropriated funds from the Pinajian, Ashbahian, and
Voskian accounts by transferring them to other accounts without
authorization.
First, she contends that, because she was out of the office
for extended periods during 2001 and 2002 dealing with the
illnesses and deaths of her step-son and husband, she could not
have exerted the control necessary to effectuate the transfers.
But the SEC reasonably rejected this argument based on the
testimony of Katz’s assistant that Katz had “‘total control over
the accounts’; . . . that, even when out of the office, Katz would
call in ‘[a]t least once a day’”; and that “‘nothing was happening
without [Katz’s] knowledge’ with respect to her customers’
accounts.” SEC Op. at 22 (quoting Hr’g Tr. 1046-51, 1297,
1300-01 (Testimony of Doreen Steup)). Katz maintains that the
SEC’s affirmation that she had “total control over the accounts”
was unsupported by substantial evidence. Although she
acknowledges that her assistant testified that she did have such
control, she insists that a review of the assistant’s testimony
indicates that what she meant “was that Katz exercised control
over communications with her clients.” Pet. Br. 42 (emphasis
by petitioner). A review of that testimony, however, makes

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clear that the assistant’s meaning was not limited to client
communications. See, e.g., Hr’g Tr. 1301 (Steup’s testimony
that “nothing was happening [in Katz’s customer accounts]
without her knowledge”); see also Hr’g Tr. 1046.
Second, Katz argues that the SEC decision was
unreasonable because it did not explain exactly what she did to
effectuate the misappropriations. The SEC did not determine,
she complains, whether Katz herself moved the funds, directed
someone else to do so, or forged documents purporting to
authorize the transactions. But the only issue for the SEC was
whether Katz was guilty of misappropriation -- not whether she
forged authorization documents or violated other NYSE rules
relating to the transfer of funds. Accordingly, the SEC did not
have to determine how Katz moved the money, only that she did
so. And as the Commission rightly recognized, “testimony may
be circumstantial in the sense that a witness did not actually see
the respondent engaged in the violative conduct,” but “can still
be persuasive evidence that the respondent engaged in the
alleged conduct.” SEC Op. at 24 (internal quotation marks
omitted); see Lucas v. Duncan, 574 F.3d 772, 777 (D.C. Cir.
2009) (noting that “[w]e generally draw no distinction between
the probative value of direct and circumstantial evidence”
(quoting Doe v. U.S. Postal Serv., 317 F.3d 339, 343 (D.C. Cir.
2003)). In this case, circumstantial evidence of
misappropriation was provided by the fact that transfers were
made, by Katz’s admission that she effected certain transfers, by
the customers’ testimony that they did not authorize the
challenged transfers, and by the testimony of Katz’s assistant
that Katz had total control over the accounts. Although not
overwhelming, this evidence was sufficient to support the
inference that both the NYSE and SEC drew.
Third, Katz argues that the SEC decision was unreasonable
because the Commission did not explain why it failed to give

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weight to several signed letters purportedly providing authority
for transfers from the accounts of the Ashbahians and Voskian,
as well as other letters from the three customers purportedly
indicating that they approved all of the activity in their accounts.
But the SEC did explain. As the Commission noted, the NYSE
had credited the testimony of Katz’s customers, all of whom
denied creating and signing the documents upon which Katz
relies. The Commission declined to overturn the NYSE’s
credibility finding, SEC Op. at 21-22, and “this court is least
inclined to second guess such [credibility] findings where, as
here, the Commission affirmed the [body that] heard the
testimony in question,” Zacharias v. SEC, 569 F.3d 458, 470
(D.C. Cir. 2009).
Finally, Katz maintains that the findings of
misappropriation departed from SEC precedent without
explanation. According to Katz, the SEC had never before
upheld a finding of misappropriation where there was no finding
of benefit to the broker and no relationship between the broker
and either account. But here, the SEC found both: Katz, the
Commission explained, “had a relationship with all of the
account holders to and from whom funds were transferred: she
was their registered representative. She also derived a personal
benefit by keeping the clients who received the transfers happy
and retaining their business.” SEC Op. at 23. Katz insists that
“these are not the kinds of benefits or relationships that have
sufficed to sustain findings in the past.” Pet. Br. 51. She does
not, however, cite any prior case that limited the kinds of
benefits or relationships that are sufficient to prove
misappropriation. Moreover, as the SEC noted, it had
previously held, in Cathy Jean Krause Kirkpatrick, “that a
registered representative had misappropriated $34,000 of a
customers account ‘for her own purposes’ where $31,944 of
those funds were used ‘to cover losses in the brokerage account

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of another customer.’” SEC Op. at 23 & n.25 (quoting 53
S.E.C. 918, 921, 925 (1998)).
C
Katz next challenges the finding that she caused
Wachovia’s books and records to be inaccurate, and thereby
caused the firm to fail to learn essential facts about Voskian.
NYSE Rule 405 requires all member organizations to “[u]se due
diligence to learn the essential facts relative to every customer,”
and a person associated with a member firm can violate that rule
by failing to learn specific facts about a customer or failing to
fill out a new account form accurately. See SEC Op. at 32
(citing Dan Adlai Druz, 52 S.E.C. 416, 422 (1995); Ivan M.
Kobey, 51 S.E.C. 204, 211 (1992)). NYSE Rule 440 and
Exchange Act Rules 17a-3 and 17a-4 require brokers and dealers
to make and preserve books and records, which includes the
requirement that those records be accurate. See NYSE Rule
440; 17 C.F.R. §§ 240.17a-3, -4; see also 15 U.S.C. § 78q(a).
Katz violated those rules, the Commission said, by entering or
causing to be entered inaccurate information on Voskian’s new
account forms.
Katz notes that, although the NYSE found she had entered
false information on new account forms for all seven customers,
the SEC reversed as to all customers other than Voskian. She
particularly notes that, although May Kapakjian -- like Voskian
-- had “Growth & Income (return emphasis)” listed as the
investment objective on her new account form, the SEC reversed
the finding of a violation with respect to Kapakjian. “The
Voskian findings of violation,” she insists, “should be dismissed
for the same reason that the Kapakjian charges were.” Pet. Br.
58.

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This argument simply does not come to grips with the full
force of the evidence regarding the Voskian forms. First,
although Voskian’s form listed “Growth & Income (return
emphasis)” as her investment objective, Voskian testified that
she told Katz she was not seeking growth and was instead
primarily concerned with preserving capital. SEC Op. at 33.
She also wrote a note on her confirmation letter stating that
“security of principal is the most important part of my
investment plan and I do not want that at risk for any higher
yield.” Id. (quoting Voskian letter). By contrast, the testimony
regarding Kapakjian’s form was more vague, and the SEC found
it “insufficiently detailed to find that Kapakjian’s new account
form[] w[as] incorrect.” Id. at 35.
Moreover, the customer’s investment objective was not the
only inaccuracy the SEC found on Voskian’s form. The form
also stated that Voskian had twenty years of investing
experience, an annual income of between $100,000 and
$499,999, and a net worth between $500,000 and $999,999.
Voskian, however, testified that all of this information was
incorrect: her annual income consisted of only social security
and $300 per month in pension payments; her net worth at the
time she became Katz’s customer was only $175,000; and she
had only been managing her own finances for the three years
since her husband’s death. See id. at 33. The NYSE lacked
similar evidence regarding any other Katz client. It was
therefore not arbitrary for the Commission to dismiss the books-
and-records charges regarding those clients’ forms while
affirming the finding of a violation with respect to the Voskian
form.
D
Katz also disputes the finding that she made unsuitable
investment recommendations by failing “to tailor her

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recommendations to Voskian’s and Kapakjian’s profiles.” SEC
Op. at 26. But the finding was well supported. Based on
substantial evidence, the Commission found that Voskian and
Kapakjian “were not savvy market people,” that they “lived on
modest retirement incomes,” and that their Wachovia “accounts
appeared to represent a significant portion of their net worth.”
Id. Nonetheless, “Katz recommended that Voskian and
Kapakjian invest in individual securities, some of which were
below-investment-grade,” which “involved a much higher risk
of loss than more conservative, diversified investment choices,
such as high-yield or high-income mutual funds.” Id.
Moreover, “Katz’s strategy for Voskian’s and Kapakjian’s
accounts generated the highest transaction costs of any of the
accounts at issue” due to “short holding periods,” and those
extra expenses “increased the amount by which their
investments had to appreciate before they would realize a net
gain.” Id. at 26-27. In light of these facts, the Commission’s
conclusion -- that Katz’s recommendations “represented risky
and costly investment choices given Voskian’s and Kapakjian’s
investment profiles,” id. at 27 -- was reasonable and supported
by substantial evidence.
Katz protests that her testimony, and that of branch manager
Larry Ennis, established that Voskian and Kapakjian said they
were willing to “tolerate a slight risk of fluctuation in market
value in return for a higher level of income.” Pet. Br. 61-62.
But the SEC did not regard the risk to which Katz exposed them
as “slight.” And in any event, the Commission correctly noted
that, under NYSE rules, a “client’s awareness of -- or even
desire for -- risk does not relieve a registered representative of
the obligation to tailor recommendations to each customer’s
financial profile.” SEC Op. at 28.
Katz argues that “in the past, the SEC has refused to opine
on the speculative nature of securities . . . in the absence of

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specific information about a security,” and suggests that the
record in this case “does not include evidence of the
characteristics of the individual stocks traded in the accounts.”
Pet. Br. 63 (internal quotation marks omitted). But it does. The
NYSE’s expert testified that Katz purchased below-investment-
grade securities for both Voskian and Kapakjian and that those
securities exposed them to more risk than was suitable. See
Hr’g Tr. at 1702, 1720 (Testimony of NYSE Expert Mary
Calhoun).
E
Finally, Katz challenges the findings that she engaged in
unauthorized trading in the accounts of Voskian, Griffin, Smith,
and the Ashbahians. Those customers “all testified that Katz
executed trades in their accounts without their prior
authorization and that they were, at times, confused or alarmed
to discover that Katz had been trading in their accounts.” SEC
Op. at 30. The Ashbahians and Smith “also noted that, when
they called to complain, Katz would be dismissive, telling them
‘not to worry about it.’” Id. Katz testified that she had the
authority to effect the trades she made, but the NYSE hearing
panel “refused to credit Katz’s testimony,” and the SEC
accepted the NYSE’s credibility determination. Id.
On this appeal, Katz’s only claim is that the NYSE did not
give her notice of which specific trades were allegedly
unauthorized. As the Commission noted, however, “the NYSE
specified that Katz had engaged in unauthorized trades ‘in most
cases’ or ‘regularly,’” at least with respect to the Voskian,
Griffin, and Ashbahian accounts. Id. at 31. Accordingly, it was
reasonable for the Commission to conclude that she “was thus
aware that the NYSE would challenge most of the trades in her
customers’ accounts.” Id. Given the NYSE’s specification, as
well as the fact that “she had a full opportunity to defend against

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this allegation and to cross-examine the witnesses who testified
that Katz had effected transactions in their accounts without
proper authorization,” id., we perceive no error in the
proceedings or findings.
III
For the foregoing reasons, the order of the Commission is
Affirmed.

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