6-3. Ethical Conduct. Charles Zandford was a securities broker for Prudential Securities, Inc., in Annapolis, Maryland. In 1987, he persuaded William Wood, an elderly man in poor health, to open a joint investment account for himself and his mentally retarded daughter. The stated investment objectives for the account were "safety of principal and income." The Woods gave Zandford discretion to manage their account and to engage in transactions for their benefit without prior approval. Relying on Zandford's promise to "conservatively invest" their money, the Woods entrusted him with $419,255. Zandford immediately began writing checks to himself on the account. Paying the checks required selling securities in the account. Before William's death in 1991, all of the money was gone. Zandford was convicted of wire fraud and sentenced to more than four years in prison. The Securities and Exchange Commission filed a suit in a federal district court against Zandford, alleging in part misappropriation of $343,000 of the Woods' securities and seeking disgorgement of that amount. Was Zandford's conduct sufficiently "in connection with a sale or purchase of securities" to constitute a