FINRA

SEC SECTION 10(B) OF THE SECURITIES EXCHANGE ACT OF 1934, SEC RULE 10B-5, FINRA RULES 2010, 2020, NASD RULES 2110, 2120, 2310, 2510(B), 3110: SALEH, WHILE ACCUMULATING LARGE COMMISSIONS, WITH NO APPARENT BENEFIT TO HER CUSTOMERS WHO WERE UNSOPHISTICATED, NAÏVE, AND/OR VERY TRUSTING, SALEH ENGAGED IN A PATTERN OF UNSUITABLE RECOMMENDATIONS AND TRANSACTIONS, EXERCISED WIDESPREAD DISCRETION WITHOUT RECEIVING PRIOR WRITTEN AUTHORIZATION TO EXERCISE DISCRETION AND WITHOUT HER MEMBER FIRM'S WRITTEN ACCEPTANCE OF THE ACCOUNT AS DISCRETIONARY, OR WITHOUT CUSTOMERS' PRIOR KNOWLEDGE, AUTHORIZATION OR CONSENT, AND, IN CERTAIN CIRCUMSTANCES, ENGAGED IN UNAUTHORIZED TRADING WITHOUT THE CUSTOMER OR THE FIRM KNOWLEDGE, AUTHORIZATION OR CONSENT. SALEH MADE THESE RECOMMENDATIONS WITHOUT A REASONABLE BASIS TO BELIEVE THAT THE RECOMMENDATIONS AND RESULTANT TRANSACTIONS WOULD BENEFIT THE CUSTOMERS OR WERE CONSISTENT WITH THE CUSTOMERS' FINANCIAL POSITION, INVESTMENT GOALS AND OBJECTIVES, BASED UPON THE INFORMATION KNOWN TO HER ABOUT THEIR OTHER SECURITY HOLDINGS AND THEIR FINANCIAL SITUATIONS AND NEEDS, FURTHER THE COSTS OF THE TRANSACTIONS OUTWEIGHED ANY BENEFIT TO THE CUSTOMERS AND THE TRANSACTIONS RESULTED IN DECREASED LIQUIDITY. SALEH USUALLY BEGAN HER TRANSACTION WITH UNSUITABLE RECOMMENDATIONS TO HER CUSTOMERS THAT THEY PURCHASE VARIABLE ANNUITIES AND, SUBSEQUENTLY, THAT THEY MAKE UNSUITABLE PARTIAL AND FULL ANNUITY WITHDRAWALS TO MAKE OTHER INVESTMENTS, AND THEN SALEH WOULD INITIALLY SWITCH THE VARIABLE ANNUITY WITHDRAWAL PROCEEDS INTO NEW ANNUITIES, WHICH OFTEN WERE UNAUTHORIZED AND UNAPPROVED TRANSACTIONS. AS THE SCRUTINY OF SALEH'S VARIABLE ANNUITY BUSINESS INCREASED, OVER TIME, SALEH BEGAN USING THE VARIABLE ANNUITY WITHDRAWALS AND SURRENDERS AS A SOURCE OF FUNDS TO SWITCH INVESTORS INTO OFFERINGS OF CLOSED END FUNDS, UNIT INVESTMENT TRUSTS, REVERSE CONVERTIBLE SECURITIES, AND AN OCCASIONAL CLASS A SHARE MUTUAL FUND. EVEN THOUGH THESE POOLED AND STRUCTURED PRODUCTS ARE INTENDED FOR LONG TERM INVESTING, SALEH HELD THE PRODUCTS FOR LESS THAN A YEAR BEFORE SHE SWITCHED HER CUSTOMERS INTO SIMILAR INVESTMENTS, OFTEN IN A NEW OFFERING, EARNING CONCESSIONS AND COMMISSIONS AS HER CLIENTS' LOSSES MOUNTED. SALEH ACCOMPLISHED THESE TRANSACTIONS THROUGH DECEITFUL PRACTICES, INCLUDING FALSIFYING DOCUMENTS WITH FORGED SIGNATURES AND FALSE CUSTOMER CONTACT INFORMATION, FALSE MEDALLION STAMP SIGNATURE GUARANTEES, MISMARKING TICKETS, DESTROYING TRANSACTION DOCUMENTS, CAUSING FALSE ENTRIES ON CUSTOMER STATEMENTS, AND MAKING MISSTATEMENTS OR OMISSIONS DIRECTLY TO CUSTOMERS, HER FIRMS, AND THE VARIABLE ANNUITY ISSUERS, INCLUDING THAT MANY OF THE VARIABLE ANNUITY TRANSACTIONS CONSTITUTED ANNUITY EXCHANGES, THUS AVOIDING ADDITIONAL SUPERVISORY REVIEW, AND THAT SHE WAS NOT BEING COMPENSATED FOR THE TRANSACTIONS SHE RECOMMENDED. SALEH PLACED OR CAUSED TO BE PLACED AND REFLECTED IN THE FIRM'S BOOKS AND RECORDS FALSE INFORMATION, AND SHE ALSO DESTROYED OR CAUSED FALSE DOCUMENTS TO BE DESTROYED AND NOT TO BE MAINTAINED IN HER FIRM'S BOOKS AND RECORDS. SALEH ENTERED OR CAUSED FALSE INFORMATION TO BE ENTERED INTO HER FIRM'S ELECTRONIC ACCOUNT RECORDS TO REFLECT ANNUITY PARTIAL SURRENDERS "INTEREST" PAYMENTS AND THE FIRM PROVIDED THE FALSE INFORMATION TO CUSTOMERS ON CUSTOMER STATEMENTS, AS SALEH KNEW OR SHOULD HAVE KNOWN WOULD OCCUR. SALEH ENGAGED IN CONDUCT, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES, BY THE USE OF MEANS OR INSTRUMENTALITIES OF INTERSTATE COMMERCE, OR OF THE MAILS, OR OF ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE, WITH SCIENTER: EMPLOYED DEVICES SCHEMES OR ARTIFICES TO DEFRAUD; MADE UNTRUE STATEMENTS OF A MATERIAL FACT OR OMITTED TO STATE MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; (CONT. IN COMMENT)

Decision & Order of Offer of Settlement

Bar (Permanent)

All Capacities

12/15/2010

OR ENGAGED IN ACTS, PRACTICES OR COURSES OF BUSINESS WHICH OPERATED OR WOULD OPERATE AS A FRAUD OR DECEIT UPON ANY PERSON, THEREFORE, SALEH WILLFULLY VIOLATED SECTION 10(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AND RULE 10B-5. SALEH FAILED TO DISCLOSE TO EITHER CUSTOMER OR AGENTS THAT THE ANNUITY TRANSACTIONS WERE SURRENDERS THAT INCLUDED PRINCIPAL WITHDRAWALS, CAUSING THE CUSTOMER AND AGENTS TO BELIEVE THAT FUNDS COMING OUT OF THE ANNUITIES REPRESENTED INTEREST OR RETURN ON INVESTMENT AND FAILED TO DISCLOSE THAT SURRENDER FEES APPLIED TO CERTAIN OF THE TRANSACTIONS, THAT THE SURRENDERS WOULD RESULT IN THE LOSS OF POLICY BENEFITS FOR WHICH THE CUSTOMER HAD PAID, OR THAT THE CUSTOMER'S FUNDS COULD BE SUBJECT TO GREATER MARKET RISK WHEN INVESTED OUTSIDE OF THE ANNUITIES IN EQUITIES OR TRADED FUNDS. SALEH FAILED TO DISCLOSE TO A CUSTOMER OR TO THE INDIVIDUAL GRANTED THE CUSTOMER'S DURABLE POWER OF ATTORNEY THE FEATURES AND RISKS OF THE NEW ANNUITY, OR THE COMPENSATION SALEH RECEIVED AS A RESULT OF THE SWITCH FROM EQUITY MUTUAL FUNDS TO A VARIABLE ANNUITY. SALEH FAILED TO DISCLOSE TO A CUSTOMER ANY OF THE RISKS ASSOCIATED WITH INVESTING PENSION ASSETS IN VARIABLE ANNUITY, FAILED TO DISCLOSE THAT THE PRINCIPAL GUARANTEE FOR VARIABLE ANNUITY WAS LIMITED TO A DEATH BENEFIT, AND FAILED, IN CONNECTION WITH VARIABLE ANNUITY, TO DISCLOSE THAT THE ISSUER WOULD AND DID ASSESS A SUBSTANTIAL PENALTY FOR EARLY TERMINATION OF THE ANNUITY CONTRACT. SALEH'S EXCESSIVE AND SHORT TERM TRADING IN CUSTOMERS' ACCOUNTS GENERATED ABOUT $159,000 IN COMMISSIONS AND CONCESSIONS, WHILE HER CUSTOMERS SUFFERED AT LEAST $430,000 IN REALIZED MARKET LOSSES, NET OF INCOME. SALEH ALSO GENERATED SALES COMMISSIONS AND CONCESSIONS, WHICH CAUSED A CUSTOMER TO FORGO THE ANNUITIES' BENEFITS IN WHICH THE CUSTOMER HAD INVESTED BECAUSE SALEH HAD ENGAGED IN UNAUTHORIZED TRANSACTIONS IN THE CUSTOMER'S ACCOUNT, INCLUDING IN THE CUSTOMER'S PENSION ACCOUNT BY EXECUTING PURCHASES AND SALES OF SECURITIES AND EFFECTING THE PURCHASE OF A VARIABLE ANNUITY IN THE PENSION ACCOUNT IN THE APPROXIMATE AMOUNT OF $175,000.00 WITHOUT THE CUSTOMER'S PRIOR KNOWLEDGE, AUTHORIZATION OR CONSENT. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, SALEH CONSENTED TO THE DESCRIBED SANCTION AND TO THE ENTRY OF FINDINGS; THEREFORE SHE IS BARRED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY CAPACITY.