Service Sales

HOME 610-***-****

CELL 484-***-****

Email: abkx3y@r.postjobfree.com

PROFESSIONAL SNAP-SHOT

o Attorney admitted to the Bars of the U.S. Supreme Court, Pennsylvania

Supreme Court, Third Circuit U.S. Court of Appeals, and Federal District

Court for the Eastern District of Pennsylvania. A high-energy, results-

oriented broker/dealer attorney and compliance professional.

o Compliance Professional with books and records / senior compliance

examiner experience at insurance company affiliated broker-dealer and

registered investment adviser. Compliance experience with mutual fund

complex, including affiliated registered investment adviser. Developer of

continuing education programs for the Financial Services Professional.

o Broker/Dealer and Securities Compliance is my passion: Extensive

experience handling 1013 new membership and 1017 continuance membership

applications, CRD (Forms BD, BDW, U-4 and U-5) and IARD (Form ADV),

drafting Written Supervisory Procedures and other documents relevant to

broker/dealer and registered investment adviser business. Extensive

experience fielding day-to-day compliance issues. Excellent relationship

with regulators. Extensive experience producing compliance publications.

EDUCATION

o Baccalaureate Cum Laude University of

Dallas, Irving TX Major: Political Philosophy

o Juris Doctor The Law School

of St. Mary's University of San Antonio, TX

o Certified Mutual Fund Specialist (CFS) Institute of

Business & Finance, La Jolla, California

o FINRA Registration Examinations:

Series General Securities Representative Series General Securities

7 24 Principal

Series OTC Equity Trader Series Financial & Operations

55 27 Principal

Series Investment Company Limited Rep Series Municipal Securities

6 53 Principal

Series Uniform Securities / Blue Sky

63 (DE)

Series Investment Adviser Representative Series Investment Adviser

65 (PA) 66 Representative (PA)

EMPLOYMENT HISTORY

ATTORNEY / COMPLIANCE CONSULTANT

06/09 - present[1]

o Compliance Consultant for Investment Banking / Market Making:

V Review and recommend changes to operational policies and procedures,

including "action step" documentation, for improving Regulation D private

placement offerings compliance, including updating "accredited investor"

and "suitability" individual and institutional customer forms.

V Review and recommend changes for improving and documenting Due Diligence

in private placement offerings.

V Review and recommend changes for improving investment banking and

placement agent agreements.

V Review and recommend changes to operational procedures for improving

compliance with re-sales of restricted securities regulations, including

updating Rule 144 customer and officer/director questionnaire to meet

compliance requirements of clearing firms.

V Conduct analysis of market making operations, including ACT and OATS

reporting, including drafting protocols for monitoring "restricted list"

and "watch list" for level 1, level 2, and level 3 securities.

V Offer recommendations for responses to regulatory investigations,

including Wells Letter responses, to OATS inquiries, Market Order and

Limit Order violation inquiries.

V Review and recommend changes to improve firm supervisory structure,

branch office supervision, and documenting exemption from registration of

off-site locations as a branch.

V Drafted master branch office inspection document to correlate commissions

and sales of product-types to suitability compliance and red flag

prompting.

V Drafted detailed inspection document to assess suitability of Options,

Penny Stocks, Private Placements, Rule 144 Stock, Variable Contracts,

Mutual Funds, Municipal Securities, Corporate Debt.

V Prepared training materials (including power point slides) for product-

type offerings: Penny Stocks, Variable Life Insurance, Variable

Annuities, Municipal Securities, and 529 Plans, as well as drafted WPS

and training program for compliance with FACT Act.

V Review suitability and market making conduct sales practices and

recommend revisions to operational procedures to supplement Written

Supervisory Procedure policies and processes, including drafting of

criteria for evaluating all levels of Options Trading.

ATTORNEY

Nationwide Life Insurance Company

05/07 - 05-09

[2]

o Assistant General Counsel supporting Nationwide's affiliated

Broker/Dealer:

V Lead Counsel for 1017 Continuance Membership Application involving

successful merger of two affiliated broker/dealers and creation of new

full service broker/dealer (a limited liability company), including BD

registration in the various States.

V Lead Counsel for successful MSRB membership application for new full

service broker/dealer.

V Lead Counsel for successful "mass transfer" of registered reps and

investment adviser reps to new BD / RIA.

V Extensive experience on CRD (Forms BD, BDW, U-4 and U-5) and IARD (Form

ADV).

V Lead Counsel for several internal investigations involving confidential

matters for the broker/dealer, including management of outside counsel in

connection with lawsuits, arbitration, etc.

V Lead Counsel for the broker/dealer's implementation of the Fair and

Accurate Credit Transactions Act.

V Effective Compliance Counsel handling day-to-day compliance issues,

including but not limited to review of customer complaints, net capital,

customer protection, and trading issues.

V Effective Compliance Counsel conducting background checks (criminal,

financial, regulatory, and bankruptcy DRPs via dockets search, public

documents search via Lexis/Nexis, WestLaw and review of credit reports

and legal analysis for reporting on Form U-4 / U-5 on CRD) for hiring and

termination of registered representatives of broker/dealer.

V Effective consulting counsel in NASD/FINRA mediation of arbitrated cases.

V Review Counsel for mutual fund and variable product issuer selling

agreements.

ATTORNEY

Stark & Stark, P.C.

07/05 -

05/07

o Associate with Law Firm's Securities Practice Group:

V Effective Broker/Dealer Counsel supporting Firm's Investment Adviser

Practice.

V Successfully set up new numerous broker/dealers via NASD/FINRA Rule 1013

New Membership Application process.

V Successfully enhanced numerous existing broker/dealers' securities

business activities via NASD Rule 1017 Continuance Membership Application

Process.

V Extensive experience on CRD (Forms BD, BDW, U-4 and U-5) and IARD (Form

ADV).

V Effective Compliance Counsel, conducting "mock audit" inspections for

compliance with Rule 3010 (supervision), Rule 3012 (supervisory controls)

and Rule 3011 (anti-money laundering).

V Effective Compliance Counsel, drafting written supervisory procedures for

firms, producer compliance manuals for registered representatives, and

anti-money laundering & customer identification policies and procedures.

V Effective Compliance Counsel fielding day-to-day compliance issues

including but not limited to:

> Outside Business Activities

> Outside Trading Accounts

> Registration of Reps (domestic and overseas)

> Waiver of Qualification Examinations

> Supervisory structure and controls

> Adviser Finders' Fees

> Structuring of sub-accounts for separate accounts for private placement

of variable life (BOLI) products.

> Sales of unregistered securities and Rule 144 restricted securities.

> Net capital, customer protection, and subordinated loan issues.

> Business entity formation documents (e.g., corporate, limited liability,

partnership, etc.)

> Effective Compliance Counsel handling day-to-day compliance issues,

including but not limited to review of criminal, financial, regulatory,

and bankruptcy background checks for Rule 1014 and related supervisory

control purposes.

> Options, Private Placements including private placement of variable life

insurance, Direct Participation Programs including oil and gas programs,

Corporate Debt, Municipal Securities, Research, NASDAQ & OTC Securities,

Penny Stocks, Underwriting, Equity Indexed Annuities, Variable Contracts

and Mutual Funds.

V Effective Enforcement Defense Counsel handling Wells Letter matters

ranging from market manipulation to penny stock issues.

V Effective researcher, writer, and regulator contributor to Firm's

Securities Practice Blog: author of 10+ full length articles ranging from

analysis of regulatory enforcement and federal court cases to current

"hot topic" compliance issues.

ATTORNEY Marshall,

Dennehy, Warner, Coleman & Goggin

01/05 - 06/05

o Litigator for Defense Litigation Law Firm - Bad Faith and Insurance

Coverage Group:

V Court appearances. Drafted motions, pleadings, memoranda, duty to defend

and indemnify and coverage letters. Conducted case review and legal

analysis involving complex insurance coverage and bad faith claims.

COMPLIANCE PROFESSIONAL 1717 Capital

Management Company

08/02 - 01/05

o Senior Compliance Examiner / Sr. Compliance Specialist:

V Conducted books and records examinations of Firm's OSJ offices.

V Presented annual compliance meetings at Firm's OSJ offices.

V Performed suitability review of customer account questionnaires and

applications for variable products and field questions from registered

representatives on suitability issues.

V Developed mutual fund suitability guidelines for the field, supervising

principals, and home office.

V Participated in the NASD Mutual Fund Break-Point Assessment.

V Designed and drafted Firm's Anti-Money Laundering Compliance Program &

Supervisory Procedures. Designed prototypes for Firm's AML Risk

Assessment Matrix, Firm's OFAC Elimination Chart, and procedures for

eliminating OFAC "false positives".

V Conducted anti-money laundering examinations and on-the-record

investigations.

V Conducted OFAC and FinCEN review of house accounts.

V Conducted background checks on OFAC and FinCEN suspects. Developed Firm's

AML Education program for the field and home office in "case method"

format addressing "red flags" in brokerage transactions and "red flags"

in insurance operations.

V Presented AML Training Seminars for Firm's registered representatives.

V Conducted correspondence review for NASD Conduct Rule 2110, Rule 2310,

advertising, gift log, OBA issues.

V Participated in assessment of Firm's Rule 38a-1 obligations. Assisted in

drafting of Firm's SEC Rule 38a-1 Compliance Manual.

V Drafted Firm's 206(4)-3 Registered Investment Adviser Compliance Manual.

V Conducted annual review for 1717 CMC/RIA's Firm Brochure.

V Conducted Legal Research for such RIA/IAR and market conduct issues as:

> Compliance issues relevant Regulation D "private placement" of variable

life

> Broker Dealer / Credit Union Networking

> Certificates of Deposits of Foreign Banks

> Registration and disclosure issues of solicitors for investment advisers

> U-4 sales practice issues, including DRP reporting of judicially expunged

orders

> Electronic delivery of prospectuses via email

> Feuerstein Standard

> Product Description, Risks & Rewards, Suitability, Disclosure of

Alternative Investments: DPPs, REITs, Options, and Commodities (analysis

of financial, market, credit, legal and compliance, and operational

risk).

COMPLIANCE PROFESSIONAL Citco-Quaker Fund

Distributors, Inc.

10/01 - 06/02

o Chief Compliance Officer for Start-Up Mutual Fund Distributor

V Successfully fulfilled Firm's broker-dealer "subscription basis" and

"wire order" broker-dealer registration process with NASD.

V Drafted and implemented Firm's Written Supervisory Procedures manual,

Anti-Money Laundering compliance, and Firm Element programs.

V Reviewed mutual fund Prospectuses, Statement of Additional Information,

Annual Reports.

V Successfully obtain Firm's FundSERV membership with the National

Securities Clearing Corporation.

V Successfully registered Firm's broker-dealer registration in the several

States.

V Extensive experience on CRD (Forms BD, BDW, U-4 and U-5) and IARD (Form

ADV).

V Supervised Fund Wholesaler.

V Monitored personal trading and Mutual Fund Code of Ethics issues.

V Reviewed, approved, and filed performance fact sheets, radio ads, web

pages, third-party reprints with appropriate SROs (SEC Rule 482

disclosure, Rule 135 generic advertising, Rule 156 and NASD Rule 2210,

etc.)

V Secretary for Mutual Fund Board of Directors Meetings: including drafting

corporate minutes and resolutions, maintaining corporate records and

filings with NASD and SEC, and handling of related Investment Company Act

matters.

V Knowledgeable of mutual fund transfer agency operations and procedures.

V Drafted Compliance Manual for Mutual Fund's Affiliated Registered

Investment Adviser.

V Prepared Form ADV for the Adviser and organized RIA books and records.

FINANCIAL SERVICES PROFESSIONAL DEVELOPMENT Society

of Financial Service Professionals

03/00 -

10/01

o Director of Professional Development - Securities Products and Securities

Compliance Programming for Insurance Professionals Becoming Registered

Representatives and Investment Advisers.

V Project Attorney, program developer, and moderator for Securities

Regulation and Market Analysis Audio Conference Series, a monthly

financial service professional training series with guest speakers on

"hot issue" equities topics, such as (but not limited to):

> Disclosure is Not a Four Letter Word: The NASD's Directive for More

Effective Disclosure (guest speaker: Joseph P. Savage, Esq., Attorney for

NASD Regulation).

> Why Me? Investment Adviser Compliance Examination Seen Through the Eyes

of a Veteran Securities Regulator (guest speaker: Zachary G. Ortenzio,

Senior Compliance Examiner, Pennsylvania Securities Commission).

> Protecting Yourself against Private Litigation: Going Behind the Numbers

of Mutual Fund Prospectuses (guest speaker: Mercer E. Bullard, Esq.,

former SEC Attorney and now CEO and Founder of Fund Democracy).

> Investment Alternatives: Is the Time Right for Hedge Funds? (guest

speaker: Bill Glasgall, Editorial Director of IA Magazine).

> Beyond Modern Portfolio Theory: Cost of Capital, the New Frontier in Fund

Portfolio Construction. & Cost of Capital: Practical Applications.

V Project Attorney for E-Bulletin: a bi-weekly electronic news bulletin

service for subscriber members, that provides short summaries and

commentaries of up-to-date "hot topic" issues in ERISA, tax, banking,

insurance, and securities law that hyperlink to primary and secondary

source materials (such as IRS Private Letter Rulings, TAMS, Tax Court

Rulings, NASD Notice to Members, and other source materials) dealing

with annuities, business continuation planning, charitable planning, life

insurance, split dollar, estate and gift tax planning, trusts, ERISA,

qualified plans, non-qualified deferred compensation topics.

ATTORNEY Joseph C.

Cascarelli, Esq. Attorney-At- Law

01/83 -

03/00

o Solo Law Practice - a General Practice: estate planning, administration

of decedent's estates, tax preparation, corporate, business, real estate

transactions, administrative law, immigration law, criminal & civil

(including securities) litigation.

V Broker/Dealer Representation included defense of securities firm in state

and federal courts, in NASD and Philadelphia Stock Exchange arbitration

on 10b-5 fraud, Regulation T, Delivery Vs Payment, customer complaint,

and other trading issues:

> Prevailing Trial Attorney for broker/dealer in reported Securities Case:

Bell v. Olde Discount Stockbrokers, 12 PENNSYLVANIA JURY VERDICT REVIEW

AND ANALYSIS 15 (Oct. 1994). Directed verdict in favor of broker/dealer

in a "limit order" three-day jury trial involving alleged breach of

fiduciary duty on a $50,000+ liquidated damages claim. Judge Abraham J.

Gafni, presiding judge.

> Prevailing Trial attorney for broker/dealer in Securities Case: Bergsman

v. Olde Discount, Dkt. 8906-6152 (Court of Common Pleas, Philadelphia

1992). Defense verdict for broker/dealer. Customer attempted to trade

securities in his retirement account via delivery vs. payment. When

customer initially failed to deliver stock, broker/dealer requested three

extensions for delivery pursuant to Reg T. When securities were

eventually delivered, securities were DK-ed because delivery order was

NIGO, and broker/dealer executed "buy-in" trades to cover open sell

orders. Following trial on merits, Judge Calvin T. Wilson dismissed

customer complaint and entered judgment in favor of broker/dealer's

counterclaim covering broker/dealer's market loss on the "buy-in" for

failed to deliver stock. Superior Court dismissed complaint and affirmed

counterclaim on appeal.

> Prevailing Trial attorney for broker/dealer in Securities Case: Jerrehian

v. Olde Discount, Dkt. 90-004353 (Court of Common Pleas, Delaware 1992).

Defense verdict for broker/dealer. Customer contacted stockbroker to set

up account and then delivered stock a week later via courier and without

instructions. Stockbroker attempted, unsuccessfully, to communicate with

customer for order instructions (e.g., market, market on open/close,

limit, etc.) Following "Black Monday" customer contacted stockbroker, and

learning that stock had not been traded, customer sued. Following trial

on merits, Judge Leo Sereni entered judgment in favor of broker/dealer on

grounds that stockbroker followed industry rules and practice and

customer failed to properly instruct broker. Superior Court affirmed

broker/dealer's motion to quash appeal.

> Negotiated settlement of a complex case alleging fraudulent trade of

$650,000 in securities. Steered broker/dealer through maze of federal and

state securities litigation, bankruptcy, and divorce proceedings: Olde

Discount v. James and Nancy Piersol, Dkt. No. 87-05844 (Court of Common

Pleas, Chester County) (broker/dealer's petition to intervene divorce

proceedings to allow broker/dealer to protect

indemnification/contribution interest against marital distribution of

spouse who orchestrated the fraudulent trade). In re Nancy Piersol, Dkt.

89-20961 (U.S. Dist.Ct., E.D., Bankruptcy) (broker/dealer's petition for

relief from automatic stay, allowing broker/dealer to intervene in

divorce proceeding for indemnification etc., granted by Judge Thomas

Twardowsky relying on M. Frenville Co., 744 F.2d 332 (3rd Cir. 1994)

cited by broker/dealer). James Piersol v. Clancey and Olde Discount

Corporation, t/a Olde Discount Stockbrokers, 1991 U.S. Dist. LEXIS 1174

(E.D. Pa. 1991) (Judge Emanuel Mac Troutman in six page opinion granted

broker/dealer's motion dismissing husband's federal 10b-5 claims and

remanded state claims to state court). James Piersol v. Clancey and Olde

Discount, Dkt. 8908-0493 (Court of Common Pleas, Philadelphia) (writ of

summons subject to dismissal for lack of docket activity in two years

pursuant to Pennsylvania Supreme Court decision in Penn Piping, Inc. v.

Insurance Company of North America, 529 Pa. 350, 603 A2d 1006 (1992); all

underlying remanded claims being subject to two year statutes of

limitation, non pros was fatal to Piersol state claims). Writ of summons

withdrawn with prejudice and case settled. Dispute resolved completely in

favor of broker-dealer and stockbroker, who were given a general release

paying nothing on $90,000 liquidated and $100K-plus punitive damages

claims against them.

PUBLICATIONS AND SECURITIES INDUSTRY SEMINAR SUPPLEMENT

SECURITIES INDUSTRY RELATED PUBLICATIONS

Does Your Firm Have a Mutual Funds Suitability Guidelines Manual? 6

Journal of Investment Compliance 42-58 (2005).

Avoid Private Litigation: Going Behind the Numbers in a Mutual Fund

Prospectus (Journal of Financial Service Professionals September 2001).

Disclosure: Turning Securities Regulation into a Positive Sales Practice...

NASD Notices 00-21 and 95-80, Financial Planning Section News (2001).

Practical Summary of the Regulatory Environment for Registered Investment

Advisers.[3] Journal of Financial Service Professionals (Nov. 2000).

Copyright 2001, Journal of Financial Service Professionals.

Guess What? It's Examination Time ... When you least expect it securities

regulators can show up. Investment Advisor Magazine (June 2001).

. Send Help: The new SEC Chairman, Harvey Pitt, can provide some much-

needed aid to advisers - and to consumers - by tweaking the Form ADV,

Investment Advisor Magazine (October 2001).

When the Firm Is the Teacher: Why 'Firm Element' is a major issue for

broker/dealers, registered reps, and RIAs, Investment Advisor Magazine

(Aug. 2001).

Regulation of Variable Contracts: The Financial Service Professional, The

SEC, and The Big Picture, Financial Planning Sections News and Views (2000)

and FinancialCounsel.com.

. Asset Allocation Among Retirement Investors Journal of Financial

Service Professionals (March 2001).

. Investment Counseling (Retirement Counseling Means Schooling Oneself

About Company "Financials" and Market "Technicals") Journal of

Financial Service Professionals (July 2001).

. Unraveling the Underlying Causes for the Changes to NASD's Definition

of "Branch Office"-Understand Supervisory Expectations Taking Effect

July 2006, 19 Journal of Taxation and Regulation of Financial

Institutions No. 5, 17-34 (May/June 2006).

SECURITIES INDUSTRY SEMINARS

. Program Presenter, "Conflicts of Interest" at the Investment Adviser

Compliance Seminar and SEC Survival Guide, Financial Research

Associates, The Roosevelt Hotel, New York City (July 19th 2006).

. Stark & Stark Podcast: SEC Guidance Regarding Client Commission

Practices under Section 28(e) (January 5th 2006).

SECURITIES BLOGS:

. Supervision at Branch Offices

. Outside Business Activities

. Subjective and Objective Indicia of Suitability

. DUI and Expungement Issues for Disclosure Reporting on Form U-4

. Statutory Disqualification and MC-400 Applications

. Fifth Amendment Rights in Enforcement Action Cases

. Commission Guidance Regarding Client Commission Practice under Section

28(e) of the Securities Exchange Act of 1934

. Understanding How "Commercial Notes" Are Structured to Avoid the

Appearance of Being a Security: A Case that Helps to Explain "Selling

Away" under Rule 3040

PUBLICATIONS AND SECURITIES INDUSTRY SEMINAR SUPPLEMENT

SECURITIES BLOGS:

. Lessons Learned from Reading Enforcement Actions

. Controlling Owners of Closely-Held Broker/Dealers and Legal Liability for

SEC Penalties - Even When Not Sued by the SEC

. Enforcement Guidance: Factors to Substantiate When Demonstrating Your

Rationale For Recommending a Switching of Mutual Funds

. Gift Compliance Programs

. "Merrill Lynch Rule"

INSURANCE & TAX RELATED PUBLICATIONS

. Equity Indexed Annuities: What They Are and How to Sell Them

Suitably (Journal of Financial Service Professionals, November

2001).[4]

. When Does a Financial Planner Become an Investment Adviser?

Financial Planning, Vol. 2, No. 3 (Society of Financial Service

Professionals, 2000).

. New Tax Rules Accommodate Improved Standard of Care for Trustee

Investing (Exit Prudent Man, Enter Prudent Investor Standard) (Journal

of Financial Service Professionals, May 2001).

. The Death Tax Elimination Act of 2000: Analysis, Comment, and

Windows of Opportunity, Estate Planning, Vol. 2, No. 3 (Society

of Financial Service Professionals, 2000)

. IRS Notice 99-36: Time to Reconsider Split Dollar Between

Charities and Family Limited Partnerships, Business &

Compensation, Vol. 2, No. 2 (Society of Financial Service

Professionals, 2000).

[1] Following elimination of my in-house counsel position for

broker/dealer, I took the initiative of doing per diem consulting work

pending my obtaining permanent, full-time employment.

[2] Because of the broker/dealer relocation from DE to OH, my position in

DE was eliminated on 14 May 2009. I seek a new position in the North East

Corridor between NYC and Washington DC.

[3] Cited in George Steven Swan, Legal Education and Financial Planning:

Preparation for the Multidisciplinary Practice Future, 23 Campbell L. Rev.

1, at *25 n. 150 (Fall, 2000).

[4] Cited in Bruce A. Palmer, Ph.D., Equity-Indexed Annuities: Fundamental

Concepts and Issues (Insurance Information Institute, October 2006), p. 26.

http://www.hbwinc.com/products/images/EIA-Booklet.pdf

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