JEFFREY A. CLARK

**** ****** **** ****** *******, Georgia 30312

Office 404-***-****

Cell 404-***-****

Fax 404-***-****

SUMMARY OF QUALIFICATIONS

ROCS CONSULTING

MANAGING DIRECTOR 2000 – Present

Performed a Supervisory Control Procedures review as required by FINRA Rules 3012 and 3013. Reviewed the firm’s Registered Representatives Outside Business Activity filings. Assisted a firm with application for a FINRA Rule 1017 application and provided support for the firm’s FINRA examination.

Served as a Consultant to the Puerto Rico Office of the Controller (PROC). Principally, reviewed a Municipal Underwriting for the Puerto Rico Employee Retirement System. I also provided training for the Agencies Auditing Staff.

Registered a Registered Investment Advisor with the SEC and the Office of the Commissioner of Financial Institutions for the Commonwealth of Puerto Rico. Also, registered the broker dealer with FINRA), the SEC and the Office of the Commissioner of Financial Institutions for the Commonwealth of Puerto Rico. Provided Regulatory and Compliance Consulting on an on-going basis (which included a FINRA Examination and the FINRA approval of a Waiver of Registration for a non-participating disclosed owner).

Acted as Project Manager for the coordination of the review of a firm’s Latin American Division’s customer account documentation for purposes of the AML Customer Identification Program. This review included 1,276 with assets from $500,000 to over $10,000,000.

Performed a review of a firm’s Supervisory Procedures as mandated by a FINRA regulatory action. Also, provided ongoing Consulting services for this Institutional Brokerage Operation. Services included assistance with FINRA and SEC examinations; amendments to its FINRA application and status updates.

Served as Principal Consultant to the Office of the Commissioner of the Office of the Commissioner of Financial Institutions for the Commonwealth of Puerto Rico’s Division of Securities. Provided training, advice and review of Registrant Sales Practices, the Agencies Examination Program and proposed Regulatory Actions.

Registered a New York Stock Exchange Member firm. This project included registration with FINRA, the SEC and transferring all Clearing relationships to the new entity. The project concluded with the successful registration of the new entity with the requisite Regulatory bodies.

Performed the annual compliance inspections of a firm’s OSJ’s and branch offices. Consolidated and updated the firm’s Written Supervisory Procedures. Performed a Mutual Fund Breakpoint Analysis. Responded to Regulatory inquiries with respect to Customer Complaints and reviewed advertising for sales materials. Also, functioned as interim Compliance Manager through a period of personnel changes.

Acted as Project Manager for the performance of annual OSJ’s and branch offices for a large Mutual Find affiliated Broker Dealer’s annual compliance inspections.

Acted as Project Manager for a large NYSE Member Broker Dealer. The engagement involved the review of the firm’s branch offices in activity as it related to the firm’s Investment Profile Program and the Suitability of the Branch’s Account Sales Practice Activity. The offices included 7 branch offices (This review was mandated by The State of Virginia’s Division of Securities).

Also,

Developed Policies and Written Procedures for a Bank Affiliated Investment Advisory WRAP account program. Assisted the firm in its response to an SEC Deficiency Letter for alleged violations with respect to its Fee-Based Brokerage Accounts.

Developed Chinese Wall and Personal Investment Policy Procedures for a Broker Dealer

KPMG CONSULTING, LLC

MANAGER, 1999 - 2000

Performed a detailed review and analysis of the FOCUS preparation process for a self -clearing broker/dealer operation. The review encompassed the firm’s net capital computation, reserve formula calculation, possession and control procedures and the collection of financial and operational data for regulatory reporting purposes. A report to management was prepared with observations of deficiencies and detailed recommendations. The report also included a data map that identified the relevant regulatory reporting information and the system resources that provide the information. Performed an End-to-End Business Assessment of a Capital Markets Fiduciary Trust Services operation. The review encompassed the firm’s debt servicing of Commercial Paper and Conventional Debt products. A report to management was prepared that analyzed the operations workflow, organizational structure, management information reporting, internal controls and technology. Developed Equity Option Supervisory Procedures for an Equity Derivatives operation of a large Capital Markets organization.

Additionally, I performed a review and assessment of a NYSE firm’s Anti-Money Laundering Operations and Monitoring Technology Program for Corporate Banking. The project included among other issues: Identification and Review of Countries of Particular Concern; Review of Business Sector AML Program Approval Requirements, Business Sector AML Approval requirements, Escalation of Significant AML issues, Comparison of Suspicious Transactions Reports; Compliance Action required; review of Global AML Program Procedures, Data Basis, Search Results and Documentation; and review of the firm’s Supervisory Procedures with respect to the U.S. Patriot Act and other Regulatory Agency requirements.

DOVER INTERNATIONAL, LLC (subsequently k.n.a. Bisys Regulatory Services; now k.n.a. RRS Compliance Consultants)

SENIOR VICE-PRESIDENT, 1996 - 1999

Designed and developed compliance, regulatory and operational processing systems and procedures for a range of financial institutions. These assignments have covered areas including asset allocation WRAP accounts; retail sales activities; back office securities processing; Chinese Wall and Insider Trading; brokerage accounting; financial reporting; markups and markdowns. Consultant to the Government of Puerto Rico's Office of the Commissioner of Financial Institutions on enforcement and regulatory matters, as well as providing training and examination procedures for the office's securities examiners. Assisted with the management of Regulatory examinations.

THE INVESTMENT FIRM OF KEOGLER, MORGAN AND COMPANY, INC.

FIRST VICE-PRESIDENT AND DIRECTOR OF COMPLIANCE, 1995 - 1996

Director of Compliance for a retail Independent Contractor broker/dealer with 450 registered representatives. Responsibilities includes daily compliance department management of sales activity; field audits; asset advisory programs; liaison with corporate and regulatory authorities; adapting of firm policies and procedures; managing response to customer complaints, regulatory inquiries and arbitrations; and, blue sky laws, registration and licensing department functions.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ATLANTA REGIONAL OFFICE

SECURITIES COMPLIANCE EXAMINER - TEAM LEADER, 1990 - 1995

Functioned as a team leader for the larger and more complex examinations of NYSE and NASD member firms and municipal and government securities dealers. Responsible for the examination of the NASD District Office and the various other Self Regulatory Organizations and their programs. Provided support and served as an expert witness for the Enforcement Division’s actions that resulted from the examination findings.

Also responsible for the development of the examination program's annual plan and the coordination and organization of the resources to accomplish the overall goals.

NATIONAL ASSOCIATION OF SECURITIES DEALERS, DISTRICT #7 – ATLANTA

SENIOR COMPLIANCE EXAMINER - 1985 - 1990

Responsible for conducting on-site examination of larger NASD member firm’s books and records and sales practice activities to ascertain compliance with securities industry rules and regulations; monitoring and analyzing monthly financial/operational reports and market activities; and, preparation of narrative and statistical reports which document examination findings to the District Business Conduct Committee. Assisted in the training and development of Examiner-Trainees.

Education

UNIVERSITY OF GEORGIA

BACHELOR OF BUSINESS ADMINISTRATION, FINANCE, 1983

Training and Skills

NASD Basic and Advanced Examiner Training; SEC Basic and Advanced Examiner Training; Joint NYSE/SEC Examiner Training; SEC Chicago Regional Office Examiner Training - 1990,1992 &1993; Microsoft Word, EXCEL, PowerPoint, Outlook

Expert Witness

The Puerto Rico Office of the Commissioner of Financial Institutions

Lugo Sotomayor & Associates

Larson King, LLC

Previously held NASD series 7, 24 & 63 qualifications;

Awards Toastmasters - 1989; SEC Performance Award- 1992;

References available upon request

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