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Broker-Dealer Advisory Services 2014: Current Legal and Compliance Issues Facing Dual Registrants

Speaker(s): Clifford E. Kirsch, Debra A. Roth, Jason C. Roberts, John C. Munch, Joseph Neary, Susan I. Gault-Brown
Recorded on: Feb. 19, 2014
PLI Program #: 49240

Susan Gault-Brown is a partner in K&L Gates’ Washington, D.C. office and a member of the Investment Management practice. She advises participants in the financial services industry, including commodity trading advisors, commodity pool operators, investment advisers, private funds, and registered investment companies on regulatory, transactional and counseling matters involving the securities and commodities laws. Ms. Gault-Brown regularly works with commodity trading advisors and commodity pool operators with respect to registration, disclosure, and compliance issues. Ms. Gault-Brown also regularly counsels registered investment companies about issues raised by investments in derivatives under the Investment Company Act. Ms. Gault-Brown joined the firm after three years at the Securities and Exchange Commission where she was a senior counsel in the Division of Investment Management's Office of Chief Counsel. At the SEC, among other matters, Ms. Gault-Brown focused on the regulatory treatment under the federal securities laws and commodities laws of registered funds and registered advisers that used derivatives.

Cliff Kirsch began his career at the U.S. Securities and Exchange Commission (SEC), became chief legal officer for one of the country’s largest dually- registered broker-dealer/advisers and then joined Sutherland (now Eversheds Sutherland) in 2006. He relies on his regulatory and in- house background and an up-to-date knowledge of regulatory developments to provide practical and innovative counsel to broker-dealers and investment advisers in the areas of securities regulation and compliance.

With more than 25 years of experience, Cliff regularly counsels clients on the design and distribution of investment products including wrap-fee programs and other advisory products, mutual funds, bank collective investment funds and insurance products. He also focuses on issues related to the design and implementation of compliance programs at financial services firms.

While at the SEC, Cliff received the Manuel F. Cohen Award, which recognizes younger lawyers who have displayed outstanding legal ability, integrity and judgment and he served as assistant director of the SEC's Division of Investment Management.

Cliff is a frequent speaker at industry conferences, and is the author and editor of two of the leading treatises in the broker-dealer and adviser arena: Broker-Dealer Regulation and Investment Adviser Regulation (published by the Practising Law Institute).

Cliff is also co-founder of the Julia Anne Kirsch Foundation, which seeks to serve the needs of disabled individuals and their families.


Eversheds Sutherland counsels a coalition of major life insurance companies on evolving state and federal regulations and other legal developments.

Eversheds Sutherland represents a coalition of major life insurance companies, which collectively account for more than 80% of the annuity business in the United States, in their efforts to affect the direction and details of various SEC, FINRA, CFTC, NAIC and state rule proposals and initiatives.

Eversheds Sutherland serves as outside counsel on broker-dealer and adviser regulatory issues for one of the largest independent broker-dealer networks in the country.  Eversheds Sutherland serves as regular primary outside counsel on broker-dealer and adviser regulatory issues for one of the largest independent broker-dealer networks in the country.

Eversheds Sutherland represents coalition of collective trust fund sponsors, advisers and other service providers.

Eversheds Sutherland serves as counsel to the Coalition of Collective Trust Funds. Among other things, Sutherland monitors and reports on legal and regulatory matters affecting collective trust funds.

Professional Activities

Member, New York City Bar Association

Faculty, FINRA Compliance Institute at The Wharton School of the University of Pennsylvania

Former Chair, FINRA Variable Products Committee

Former Board Member, National Society of Compliance Professionals

Jason C. Roberts, Esq. is the Founder and CEO of the Pension

Resource Institute (PRI), a firm that delivers strategic consulting, compliance, training and technology-based solutions to retirement plan sponsors, service providers and investment companies.

He is also a founder and shareholder at Retirement Law Group (RLG) a law firm specializing in ERISA- and investment-related matters. Prior to founding PRI and RLG, Jason was a partner and co-chair of the Financial Services Group at a leading ERISA law firm and the head of the Investment Fiduciary practice for a prominent securities industry legal defense firm.

Jason has been repeatedly recognized as one of the “100 Most

Influential in Defined Contribution” by the 401(k) Wire and a “Rising Star” by SuperLawyers Magazine. In 2015, he was selected by InvestmentNews as one of the “Top 40 Advisors and Associated Professionals under 40” in the financial planning industry.

Jason has published numerous articles focusing on ERISA and securities compliance, fiduciary best practices and is a frequent speaker at retirement plan and financial industry conferences. He is a contributing author and faculty member for the Practicing Law Institute. Jason is also currently serving a two-year term as an advisor to the finance committee for the Beach Cities Health District.

Jason received his B.S.B.A. in Finance & Banking from the University of Missouri and his J.D. from UCLA Law School.

Joseph Neary has close to two decades of industry experience.  Prior to joining Cetera he served as the CCO of Realty Capital Securities, an open architecture wholesale broker dealer focused on the distribution of direct investments and investment banking.  Joe was also formerly the CCO of Park Avenue Securities and the Investment Advisory CCO and the Royal Alliance CCO for AIG Advisor Group.  Joe has also been a compliance officer of AIG SunAmerica Asset Management and served as the Chief Compliance Officer for AIG Capital Services, the principal underwriter for  SunAmerica Products.  Joe started his career in financial services as a compliance officer and counsel at Prudential Financial and Marsh & McLennan, where his responsibilities included focusing on the oversight of wholesaling broker-dealer activities, product manufacturing, capital raising and retirement services. 

Joe earned his L.L.M. in international business transactions from McGeorge School of Law and his JD from Widener University Law School, holds FINRA 7, 24, 53 and 66 Registrations.  Joe is licensed to practice law in New York and New Jersey.

Debra A. Roth is an Executive Director and Head of the Compliance Regulatory Group at Morgan Stanley, where she is responsible for coordinating and managing the Firm's relationships with the SEC, CFTC, self-regulatory organizations, exchanges and state regulators on behalf of both the institutional and retail broker dealers.  In this role, she supervises the Firm's responses to regulatory examinations, inquiries, sweeps, surveys and informal information requests directed to the Firm's North American broker-dealers.  Prior to joining the Compliance Department, Debra was the East Coast Head of Client Litigation for Morgan Stanley, where she oversaw a team of attorneys handling arbitrations, mediations, litigation and related regulatory matters.  She was previously a partner in a New York City law firm where her practice focused on civil litigation and arbitration matters.  She received her J.D. from Brooklyn Law School and her B.A. from Purchase College, SUNY. 

John Munch has been a member of SEI’s Legal Team since 2001 and General Counsel of SEI Investments Distribution Co., SEI’s broker-dealer subsidiary, since 2004.  In addition, Mr. Munch leads the SEI Legal Department teams responsible for supporting SEI’s business units globally.  Prior to joining SEI, Mr. Munch was an associate with the law firm of Howard Rice Nemorvoski Canady Falk & Rabkin and, prior thereto, Seward & Kissel, specializing in the representation of mutual funds, investment advisers and broker-dealers.   Mr. Munch is a graduate of the University of Connecticut (B.A.) and Tulane Law School (J.D.).