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Securities Products of Insurance Companies in the Course of Regulatory Reform 2013

Speaker(s): Carl B. Wilkerson, Dodie Kent, James R. Mumford, Jeffrey S. Puretz, Joan E. Boros, Judy Bartlett, Matthew K. Kerfoot, Pramit K. Das, Richard T. Choi, Stephen E. Roth, Thomas C. Schiaffo, Thomas Roberts, Will Davis, William J. Kotapish
Recorded on: Jan. 23, 2013
PLI Program #: 41620

Thomas Roberts is a member of Groom Law Group's Fiduciary practice group. Mr. Roberts has an extensive background in retirement services and the insurance industry. His expertise focuses on ERISA fiduciary, tax, securities and state insurance laws affecting defined contribution plan product and service offerings.

Prior to joining Groom, Mr. Roberts spent over a decade at ING Americas U.S. Financial Services as Chief Counsel of ING U.S. Legal. In that capacity, he supervised a team of attorneys providing legal support to ING's retirement services businesses.

Chief Counsel, ING U.S. Legal

J.D., cum laude, Georgetown University Law Center
A.B., magna cum laude, Georgetown University, Phi Beta Kappa


Carl B. Wilkerson
Vice President and Chief Counsel-Securities & Litigation American Council of Life Insurers

Carl Wilkerson principally addresses financial service institution regulation that has an impact on life insurance companies. He works closely with the various securities, derivatives, market conduct, investments, pensions, and anti-money laundering committees of the ACLI in developing regulatory solutions, and in addressing legislative and administrative actions. He manages ACLI’s amicus litigation functions.

Mr. Wilkerson led ACLI in Dodd-Frank Act reform on derivatives regulation, the broker-dealer standard of care, investment adviser self-regulation, and in numerous subsequent rulemakings implementing the Act. He developed strategies to constructively shape DOL’s 2015 fiduciary rule. Mr. Wilkerson worked closely with the Department of Treasury to establish anti-money laundering regulations for life insurers. He shaped the Uniform Securities Act of 2002 to obtain statutory exclusions for all insurance products. Mr. Wilkerson developed the original SEC streamlined disclosure forms uniquely designed for variable life insurance and variable annuities.

Responsibilities include SEC regulation of variable life insurance and variable annuities, state investment laws governing life insurers, state and federal regulation of financial planners, FINRA regulation of insurance broker-dealers, market conduct issues, and CFTC regulation of commodity pool operators, commodity trading advisers, and derivative instruments. Mr. Wilkerson supported ACLI’s CEO Task Force on Annuities in the development of enhanced annuity suitability, supervision and disclosure. He represents life insurers’ interests in the growing pattern of international regulation of life insurers. He contributed to the development of the Insurance Marketplace Standards Association (IMSA), a voluntary membership organization supporting the Principles and Code of Ethical Market Conduct together with an assessment process verifying compliance.

Mr. Wilkerson served as Co-Chair of the ABA Subcommittee on Securities Activities of Insurance Companies of the Committee on Federal Regulation of Securities. He currently serves as Secretary- Treasurer of the Association of Life Insurance Counsel (ALIC), and previously as Board Member and Securities Section Chair. Mr. Wilkerson is a member of the American College of Investment Counsel. He served as a member of the Bank Secrecy Act Advisory Group (BSSAG) of the Financial Crimes Enforcement Network (FinCEN) of the Department of Treasury for a six year term through 2011, and co-chaired the BSSAG Insurance Subcommittee.

Prior to joining the ACLI, he was a staff attorney at the United States Securities and Exchange Commission in the Division of Investment Management. Responsibilities at the SEC involved the regulation of investment companies and investment advisers under the federal securities laws.

Mr. Wilkerson graduated magna cum laude from the University of Maryland with a B.S. degree in Finance. He earned a masters in law (LLM) at the Georgetown University Law Center in the securities regulation discipline, and his J.D. degree from Catholic University Law School, where he was a member of the Law Review.

Mr. Wilkerson regularly contributes to legal seminars sponsored by ALI-CLE, Practicing Law Institute, and the Association of Life Insurance Counsel. Selected publications include: When Worlds Collide: Securities Regulation and Equity Product Distribution By Life Insurance Companies; 26 Tort And Insurance Law Journal 497 (1991); Hedging the Value of Collective Assets: Financial Institutions Excluded From Regulation as Commodity Pool Operators Under the Commodity Exchange Act; 42 Washington and Lee Law Review 769 (1985); Covering All the Bases: An Integrated Approach to Suitability Regulation, Association of Life Insurance Counsel Proceedings (2002); and Shifting Legal Sands: Growing Pressure on Early Cooperation, Settlement and Waiver in SEC Enforcement Actions, Association of Life Insurance Counsel Proceedings (2005).

Judy Bartlett is Vice President and Associate General Counsel at New York Life, where she heads the Annuities Practice Team. She and her team are responsible for legal matters relating to guaranteed income, fixed deferred, variable and structured settlement annuities. At New York Life Judy has also been the lead attorney for COLI and BOLI products and she has provided legal support to the mutual fund and variable life product areas. Previously, Judy was Vice President and Assistant General Counsel at JPMorgan Chase. She began her legal career as an associate at Willkie Farr & Gallagher. 

Judy is a graduate of New York University School of Law (J.D.) and Pace University's Lubin School of Business (M.B.A and B.B.A, with honors). She is also Vice Chair of Girls Inc. of Westchester County. 

Pramit Das is the Assistant Director of FINRA's Advertising Regulation Department. In this role, his responsibilities include managing two filings review groups, assisting with administration of the filings review program, developing and maintaining the Department's technology needs, providing education to members, FINRA staff and other regulatory staff and, participating in certain rule amendment and rule making projects as necessary. He served in the same role at NASD before its 2007 consolidation with NYSE Member Regulation. Prior to joining NASD in 1994, Mr. Das worked for Metropolitan Life Insurance Company and Arthur Andersen & Co. He holds an M.B.A. from the University of Maryland, College Park, and an M.A. in Financial Economics from Clemson University, Clemson, SC. He was also Series 7 and 63 registered.


Richard T. Choi is a Partner in the Washington, DC office of Jorden Burt LLP. Mr. Choi has extensive experience advising investment companies, investment advisers, broker-dealers, and life insurance companies on federal and state securities and insurance compliance and regulatory matters.

Mr. Choi's experience includes advising investment company boards, independent directors and trustees, and special committees of directors and trustees. He counsels clients on the development and distribution of sophisticated financial products, such as variable annuities, variable life insurance, and face-amount certificates. His experience also includes representation of investment advisers and investment companies in regulatory compliance inspections and examinations, opinions on the availability of 1940 Act exemptions in connection with various types of transactions, and in-house training and education seminars on a variety of regulatory and compliance matters.

Mr. Choi has published numerous articles and regularly speaks on federal securities issues relating to variable insurance products and mutual funds. Mr. Choi has appeared on Bloomberg TV and has been quoted in Bloomberg, the Chicago Tribune, the Los Angeles TimesNational UnderwriterU.S. Banker, the Wall Street Journal Online, and other financial and trade publications. 

Mr. Choi also serves as co-chair of the Advanced Annual ALI CLE Conference on Life Insurance Company Products, now in its 31st year.

J.D., University of Virginia School of Law, 1987
B.A. (with honors), University of Chicago, 1984

Tom Schiaffo is a Vice President and Corporate Counsel in The Prudential Insurance Company of America's Retirement Law Department. He provides legal advice and guidance to support of all aspects of Prudential Retirement's businesses.

Tom has over 35 years experience in advising on issues affecting retirement plans. He joined Prudential in 2004 when it acquired Cigna's retirement business. Tom joined Cigna in 1980. Prior to that, he was with TIAA/CREF and CIBA-Geigy Corporation.

Tom graduated from Syracuse University with a bachelor's degree in Political Science. He received his Juris Doctor with Honors from the Rutgers-Camden School of Law.

Jeffrey Puretz is a practice group leader in Dechert's financial services group who has more than 30 years of experience. He concentrates on investment management matters for mutual funds, mutual fund boards, investment advisers, and insurance companies, and he is responsible for the group's services in the insurance sector. Prior to joining Dechert, Mr. Puretz worked as a staff attorney with the Division of Investment Management of the Securities and Exchange Commission (SEC).

Mr. Puretz has been included in The Best Lawyers in America in the specialty of mutual funds law since 2007. He has also been designated as one of a handful of leading lawyers for investment management since 2004 by Chambers USA, a referral guide to leading lawyers in the United States. He has lectured and written extensively about mutual funds and variable annuities. He has been widely quoted in the financial press, and his work has been cited by the SEC.

Professional and Other Activities

  • Co-founder and co-chair of the Practising Law Institute conference on "Understanding Securities Products of Insurance Companies," which began in 1995
  • Member, Consulting Board, Board IQ
  • Member, Advisory Board, Mutual Fund Directors Forum
  • Member, Regulatory Affairs Committee, Insured Retirement Institute
  • Adjunct Professor, Catholic University Law School, Securities Program
  • Member, Board of Trustees, Hebrew Home of Greater Washington

James R. Mumford is and has been First Deputy Commissioner of the Iowa Insurance Division since 2005.  He also served as Iowa’s Securities Administrator for 6 years.

Mr. Mumford graduated from Iowa State University with a degree in agriculture economics and graduated from Harvard University Law School. 

Mr. Mumford has worked in the insurance industry since 1965 starting in private practice.  In 1970 he became counsel with Equitable Life Insurance Company of Iowa.  In 1976 he started a law firm specializing in insurance related matters.  He worked extensively in insurance related matters including variable annuity and indexed annuity products, pension and tax matters, and financial and corporate governance matters.  In 1997, he joined ING Americas as Chief Counsel, Corporate Affairs and also later undertook the duties of Chief Counsel, Special Projects.  During that time he was general counsel of several ING insurance subsidiaries and furnished oversight on ING state government relations activities.  In 2003, he retired from ING and became Of Counsel with Nyemaster, Goode, West, Hansell & O'Brien Law Firm in Des Moines, Iowa. 

Mr. Mumford was active in the National Organization of Life and Health Guaranty Association (NOLHGA) where he was a member of its legal committee for 5 years (chair 2 years), member of its audit committee for 3 years (chair 1 year), member of its executive committee for 3 years (chair 1 year), member of its Board of Directors for 6 years (chair 1 year), member of its financial modernization committee for 3 years and co-chaired its Guaranty Association Modernization Task Force for 2 years.

During his career, Mr. Mumford was active with the National Association of Insurance Commissioners (NAIC) on behalf of his clients.  He was also active representing member companies of the American Council of Life Insurers (ACLI).

Mr. Mumford represents the Iowa Insurance Division by serving on various NAIC Working Groups and Task Forces including currently chairing the NAIC Receivership and Insolvency Task Force, a working group reviewing the NAIC Annuity Disclosure Model Regulation and Annuity Buyer’s Guide and a working group coordinating with federal agencies on ERISA retirement lifetime income issues.

Mr. Kotapish is an Assistant Director of the SEC’s Division of Investment Management, in the Disclosure Review Office of the U.S. Securities and Exchange Commission. 

Prior to joining the SEC staff in 1999, Mr. Kotapish was an attorney with the firm of Dechert Price & Rhoads, where his practice focused on investment management regulation.  He has a BA from the University of Virginia and a JD from Catholic University. 

Mr. Kotapish is an adjunct professor at Catholic University, where he teaches a course on the regulation of investment companies and investment advisers.

Recognized by Chambers as an “outstanding” corporate lawyer, Matthew K. Kerfoot is a partner in Dechert’s Global Finance practice. Mr. Kerfoot focuses his practice on fund finance, synthetic finance and other complex financial transactions and structured products.

Mr. Kerfoot advises both lenders and borrowers on subscription facilities, NAV facilities, hybrids, private equity LP financing platforms, SPV/ABL facilities, structured repurchase agreements, TRS financings and other types of fund finance and structured transactions. Mr. Kerfoot has advised Morgan Stanley, JP Morgan, UBS, Barclays, Credit Suisse, Apollo, Ares, StepStone and GSO, among other global financial institutions.

Chambers adds that Mr. Kerfoot is “endlessly creative and thoughtful on all sorts of complex issues.” Legal 500 has recognized Mr. Kerfoot’s representation of leading banks as part of his fund finance practice, and lauded him as “a dynamic talent.”

Mr. Kerfoot is also the Chair of PLI’s Fund Finance Conference. He has written numerous articles on fund finance and investment leverage and is a contributing author to Fund Finance, Third Edition, published by Global Legal Group. Mr. Kerfoot is often cited as an authority on finance and related matters in the Financial Times, Wall Street Journal, Reuters, Bloomberg and various other publications.

Prior to joining Dechert, Mr. Kerfoot was a senior banker at HSBC, where he structured and marketed committed and uncommitted financing solutions to investment manager clients.

Stephen E. Roth is a partner in the Washington office of Eversheds Sutherland (US) LLP.  He received his undergraduate training in mathematics from the University of Notre Dame and his law degree from Yale Law School, where he was an Editor of the Yale Law Journal.   He joined Sutherland  in 1977, became  a  partner  in  1983,  and  currently  serves  as  the  Chair  of  the  Firm's Financial Services and Corporate Practice Groups.

Steve has practiced in the mutual fund and investment  company  area for over 35 years and represents both funds and fund independent trustees.  He is a well-known authority on federal and state regulation of fixed and variable insurance products, on sales  practice and advertising issues related to   insurance   products  generally,   and  on   the   applicability of the Investment Company Act of 1940 to variable products and underlying mutual funds.  He represents numerous insurance companies and money managers in these and other related areas.  Steve is a frequent speaker on topics affecting the asset management and life insurance industries.  For 19 years, he has co-chaired the ALI-CLE Conference on Life Insurance Company Products.

Dodie Kent is Vice President, Lead Director and Associate General Counsel at AXA Equitable Life Insurance Company in New York.  She serves as the Chief Securities Counsel and Manager for the securities legal team that supports the AXA Equitable and MONY Life Insurance Company of America companies’ product development and administration.  Prior to joining AXA, Dodie worked in Prudential’s law department in the Variable Products Group.  Dodie started her career in Washington, DC as a Staff Attorney at the Federal Elections Commission.

Joan E. Boros, Esq. is in Stradley Ronon Stevens & Young, LLP’s Washington, D.C., office.  Her securities, corporate and insurance law experience includes all aspects of the design; organization; qualification; State and Federal registration; regulation and compliance of retail investment companies; variable insurance products; and related entities, such as investment advisers and broker-dealers.  Her focus is currently on the ongoing Dodd-Frank legislation's changes with regard to regulation of entities, securities offerings, advisory and distribution issues.  She has chaired this PLI seminar, "Understanding the Securities Products of Insurance Companies," for 20 years.  She was a co-founder of the National Association for Fixed Annuities (NAFA).  She currently serves on the Board of the Retirement Income Industry Association (RIIA), and on the Governance Board of its Retirement Management Analyst (RMAsm) advanced training for advisers program.

Will Davis is an Assistant Regional Director in the Chicago Regional Office of the U.S. Securities and Exchange Commission.  He joined the Commission staff in August 2000 as an examiner in the Investment Adviser/Investment Company Examination Program.  Mr. Davis was promoted to his current position after having served for six years as a Branch Chief/Exam Manager where his primary responsibilities included supervising teams that planned and executed examinations of entities regulated by the Commission:  investment advisers, investment companies (to include variable insurance separate accounts), transfer agents, and administrators.  Mr. Davis was instrumental in creating the variable insurance products module utilized by the Commission’s National Examination Program.  He is a member of the National Examination Program’s Marketing and Sales Practices Working Group. He received his B. S. in Business Administration with a concentration in Finance, cum laude, from Chicago State University.