Supervision of Outside Business Activities (OBAs) and Private Securities Transactions Wednesday, November 9 3:30 p.m. 4:30 p.m.

Supervision of Outside Business Activities (OBAs) and Private Securities Transactions Wednesday, November 9 3:30 p.m. 4:30 p.m. Outside business activities (OBAs) and private securities transactions (PSTs) are regulatory and examination priorities, as they can both result in conflicts of interest that firms must understand and mitigate. Join industry practitioners and FINRA staff as they cover conflicts arising from OBAs and PSTs, and the key requirements of supervising such activities. Panelists also discuss common deficiencies found during examinations, and share effective practices for designing and implementing supervisory systems and controls to mitigate the risk associated with OBAs and PSTs. Moderator: Donald Lopezi Senior Vice President and Regional Director FINRA West Region Panelists: Wendy Lanton Chief Operations and Compliance Officer Lantern Investments, Inc. Donald Runkle Regulatory Compliance Director Coordinated Capital Securities, Inc. 2016 Financial Industry Regulatory Authority, Inc. All rights reserved. 1

Supervision of Outside Business Activities (OBAs) and Private Securities Transactions Panelist Bios: Moderator: Don Lopezi is Senior Vice President and Regional Director of FINRA s West Region. The West Region consists of the District Offices located in Denver, Los Angeles and San Francisco. The West Region is responsible for conducting examinations, investigations and ongoing surveillance of broker-dealers and registered persons located in the western half of the United States. Previously, Mr. Lopezi was the District Director of the FINRA San Francisco District Office. Prior to joining the San Francisco Office, he was a Director of FINRA s Examination Programs Group (EPG), located in Washington, DC. EPG, among other things, authored and maintained examination policies and procedures used by FINRA s examination staff, coordinated national special projects and initiatives, and oversaw the national examination program the regulated firm-focused examination and surveillance activities conducted by FINRA s Member Regulation Department. Mr. Lopezi began his career as an Examiner in NASD s Denver District Office in 1992 and, after serving as Supervisor in the Denver District Office, joined the Washington, DC, office in September 2003. He graduated from the University of Colorado at Boulder with a B.S. degree in Accounting, and received his MBA from the University of Colorado at Denver. Panelists: Wendy Lanton, Chief Operations and Compliance Officer, has been working in the financial services industry for over 20 years. Ms. Lanton is one of the founding principals of Lantern Investments, a FINRA registered broker dealer and Lantern Wealth Advisors, an SEC registered investment advisor. She has been the Chief Compliance Officer of Lantern Investments since its inception in 1993. The firm has multiple business lines and currently has 45 registered representatives and operates 13 branch offices across the country. Ms. Lanton is responsible for both the firm s compliance and the day to day operations of the firm. She currently serves on the Steering Committee for her firm s current clearing firm and was the co-chairperson on the steering committee at her previous clearing firm. As a steering committee member, her industry experience is called upon to help direct both compliance and technology resources. Ms. Lanton has also served as the chairperson for multiple Compliance Forums for retail brokerage firms. She was a speaker/panelist at the FINRA 2014 Annual Conference in Washington DC discussing Anti- Money Laundering and Effective Risk-Based Examinations for small firms. In November 2015 she was a panelist on the Cybersecurity for Small Firms FINRA webinar. Ms. Lanton was appointed to the FINRA Small Firm Advisory Board in 2015. Most recently, she was a panelist at the FINRA 2016 Annual Conference in Washington, DC discussing Top Regulatory Concerns. Ms. Lanton has also written numerous compliance-centric articles focusing on topics ranging from client suitability to cyber-security. She graduated from George Washington University where she majored in International Finance. Prior to becoming a founding member of Lantern Investments, Ms. Lanton worked for a regional bank where she managed assets for high net worth individuals and medium sized businesses. Don Runkle is the Regulatory Compliance Director for Coordinated Capital Securities, Inc., and he is also the Director of Consulting Services with Edgerton & Weaver, LLP. Mr. Runkle works with brokerdealers, investment advisers, and registered representatives to develop, implement, and execute strategies to mitigate or eliminate their litigation and regulatory risks. In his role with Coordinated Capital Securities, he helps to ensure that the firm has appropriate processes and procedures to exceed all regulatory requirements and manage risks in an efficient and effective fashion. He also assists with the execution of all procedures as necessary, including support functions in examinations, regulatory inquiries, customer complaints, options activities, municipal bond activities, new and ongoing product reviews, suitability analyses, and general operational and compliance functions. Mr. Runkle was previously the Chief Compliance Officer for Raymond James Financial Services, Inc., in St. Petersburg, Florida. He has more than 25 years of experience in the financial services industry, having worked as a financial advisor and in several compliance-related roles. Mr. Runkle has been an active leader in numerous industry associations and regulatory committees. He currently serves on the FINRA Membership Committee, and he was previously elected to two terms on the FINRA District 7 Committee. He has also served on the FINRA Regulatory Advisory Committee, the SIFMA Compliance and Regulatory Policy Committee, the FSI Compliance Council, and the SIFMA Compliance and Legal Society s Regional Firms Committee. Previous industry involvement also includes the FINRA Compliance Resources and Education Committee, the FINRA Books and Records Task Force, the NASD Licensing 2016 Financial Industry Regulatory Authority, Inc. All rights reserved. 2

and Registrations Council, the SIFMA Self-Regulations and Supervisory Practices Committee, the SIFMA State Regulation and Legislation Committee, and the IAFP Compliance Advisory Council. He holds numerous industry licenses, including the Series 7, 24, 53, 4, 63, 65, and previously obtained the Florida Life and Health insurance license. Mr. Runkle also completed the Securities Industry Institute at the University of Pennsylvania Wharton School in 2004, and he has been a FINRA arbitrator since 1998. 2016 Financial Industry Regulatory Authority, Inc. All rights reserved. 3

Small Firm Conference November 9-10, 2016 Phoenix, AZ Supervision of Outside Business Activities (OBAs) and Private Securities Transactions

Panelists Moderator Donald Lopezi, Senior Vice President and Regional Director, FINRA West Region Panelists Wendy Lanton, Chief Operations and Compliance Officer, Lantern Investments, Inc. Donald Runkle, Regulatory Compliance Director, Coordinated Capital Securities, Inc. 1

To Access Polling Click on the schedule icon on the home screen Choose the Supervision of Outside Business Activities (OBAs) and Private Securities Transactions session Click on the polling icon: 2

Supervision of OBAs and PSTs Agenda OBAs / PSTs Why a FINRA Priority? Key Requirements of Rules 3270 and 3280 Effective practices for designing and implementing supervisory systems and controls to mitigate the risk associated with OBAs Effective practices for designing and implementing supervisory systems and controls to mitigate the risk associated with PSTs Challenges / Recommendations FINRA Examinations Common Findings 3

Polling Question #1 Does your firm permit registered persons to participate in Private Securities Transactions? A. Yes B. No 4

Supervision of OBAs and PSTs Agenda OBAs / PSTs Why a FINRA Priority? Key Requirements of Rules 3270 and 3280 Effective practices for designing and implementing supervisory systems and controls to mitigate the risk associated with OBAs Effective practices for designing and implementing supervisory systems and controls to mitigate the risk associated with PSTs Challenges / Recommendations FINRA Examinations Common Findings 5

Polling Question #2 Does your firm require registered persons to complete an annual questionnaire asking, among other things, whether the individual has participated in OBAs or PSTs? A. Yes B. No 6

Supervision of OBAs and PSTs Agenda OBAs / PSTs Why a FINRA Priority? Key Requirements of Rules 3270 and 3280 Effective practices for designing and implementing supervisory systems and controls to mitigate the risk associated with OBAs Effective practices for designing and implementing supervisory systems and controls to mitigate the risk associated with PSTs Challenges / Recommendations FINRA Examinations Common Findings 7

Polling Question #3 Does your firm permit registered persons to serve as Trustee, POA or have some type of beneficiary relationship with member firm customers and customer accounts? A. Yes B. No 8

Supervision of OBAs and PSTs Agenda OBAs / PSTs Why a FINRA Priority? Key Requirements of Rules 3270 and 3280 Effective practices for designing and implementing supervisory systems and controls to mitigate the risk associated with OBAs Effective practices for designing and implementing supervisory systems and controls to mitigate the risk associated with PSTs Challenges / Recommendations FINRA Examinations Common Findings 9

OUTSIDE BUSINESS ACTIVITY REQUEST Please provide the firm with the following information regarding your requested Outside Business Activity: A separate description is required for each activity: Name of other company; Whether the activity is investment related; Address of other company; Nature of business of other company; Anticipated candidate s position, title, or relationship with other company; Desired start date of Candidate s relationship with other company; Number of hours per month you anticipate spending with other company, including number of hours per trading day; Brief description of anticipated duties at other company; Describe any known relationships between our firm/clients and the anticipated entity; and List any employees of our firm whom you know to be affiliated with this entity. Provide details below:

Coordinated Capital Securities, Inc. 704 River Place Madison WI 53716 (608)221-4545 OUTSIDE BUSINESS ACTIVITY DISCLOSURE FINANCIAL REPRESENTATIVE NAME: REP# I am aware of the requirements under FINRA Rule 3270 that prior to engaging in any outside business activity (not already disclosed and approved) for which I am being compensated in any manner other than a passive investment I must submit permission in writing and not engage in such activity until I have received written approval. I am requesting at this time that I be given permission to engage in the following outside business activity: DESCRIBE PROPOSED OUTSIDE BUSINESS ACTIVITY Name of Business: Address of Business: Nature of Business: Same as Branch or provide: Type of Entity: Your Position: Description of Duties: Duration: Temporary On-Going Anticipated Start Date: YES NO Will you offer these services to customers of CCS? YES NO Does the proposed activity involve any securities transaction outside the regular course or scope of your registration with CCS? YES NO Did you invest your own money to fund this business? YES NO Did you raise capital or assist in raising capital, or solicit investors to fund this business/entity? YES NO Did you loan money to this business/entity? YES NO Is the business/entity a customer of CCS? YES NO Are any of the business employees, members, co-owners, or partners registered with a FINRA member broker dealer? *If Yes, attach a list of RR and the Broker Dealer(s) affiliated with. ANTICIPATED TIME COMMITMENT FOR PROPOSED OUTSIDE BUSINESS ACTIVITY # Hours Anticipated to be spent on this activity each Month: # Hours Anticipated to be spent on this activity During Market Hours each Month: YES NO Will the proposed activity interfere or otherwise compromise your responsibilities as a RR of CCS or compromise your responsibilities to customers of CCS? IF YES, Describe: COMPENSATION ARRANGEMENT FOR PROPOSED OUTSIDE BUSINESS ACTIVITY How will you be compensated as a result of engaging in the proposed activity? Not compensated volunteer Salary Describe: Share in Profits Describe: Hourly/Flat Fee Describe: Commission Describe: Other Describe: DATA/FORMS/2016/COMPLIANCE/ OBA_FORM_VER_2.0 Page 1 of 2

SIGNATURE OF FINANCIAL REPRESENTATIVE: By signing below I authorize CCS to investigate my outside business activities and contact any entities or individuals affiliated with such outside business activities. Furthermore, I authorize these entities or individuals to release to you any information that you request about my employment, affiliation and/or activities with this organization. I further understand that CCS reserves the right to object to, or place conditions on, outside business activities that may constitute, in the judgment of CCS, a potential conflict of interest to my association with the firm. I acknowledge that I have read and understand the prohibitions and limitations listed in the Rep Compliance Manual regarding OBAs, and understand that there may be other activities not listed that will also be prohibited. (Financial Rep Signature) (Financial Rep Name) (Rep#) COMPLIANCE DEPARTMENT APPROVAL: The Proposed Outside Business Activity is APPROVED APPROVED WITH LIMITATIONS* Based on the nature of the activity and the manner and time spent on the activity, the proposed activity will not reasonably interfere or otherwise compromise the RR s responsibilities to CCS or customers. The proposed activity will not reasonably be viewed by customers or the public as part of the CCS business. When holding out or promoting the activity additional disclosures indicating the activity is not related to CCS are required. We have evaluated the proposed activity and determined it is properly characterized as an outside business activity under rule 3270 and not an outside securities activity subject to the requirements of Rule 3280. *LIMITATIONS: MAIL MERGE EXCEL FILE FORM U-4 OUTSIDE BUSINESS UPDATED (Home Office Principal Signature) (Date) COMPLIANCE DEPARTMENT DENIAL: The Proposed Outside Business Activity is NOT APPROVED REASON FOR DENIAL: MAIL MERGE EXCEL FILE FORM U-4 OUTSIDE BUSINESS UPDATED (Home Office Principal Signature) (Date) DATA/FORMS/2016/COMPLIANCE/ OBA_FORM_VER_2.0 Page 2 of 2

Supervision of Outside Business Activities (OBAs) and Private Securities Transactions Wednesday, November 9 3:30 p.m. 4:30 p.m. Resources FINRA Resources FINRA Rule 3270. Outside Business Activities of Registered Persons http://finra.complinet.com/en/display/display.html?rbid=2403&record_id=12945&element_id=94 67&highlight=3270%20-%20r12945 FINRA Rule 3280. Private Securities Transactions of an Associated Person http://finra.complinet.com/en/display/display_main.html?rbid=2403&element_id=12012 FINRA Regulatory Notice 10-49, SEC Approves Consolidated FINRA Rules (October 2010) www.finra.org/industry/regulation/notices/2010/p122271 Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt FINRA Rule 3280 (Private Securities Transactions of an Associated Person) in the Consolidated FINRA Rulebook http://www.finra.org/sites/default/files/rule_filing_file/sr-finra-2015-030-nof-imm-eff.pdf Securities and Exchange Commission (SEC) Resource SEC Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, Relating to Outside Business Activities of Registered Persons. See Exchange Act Release No. 62762 (August 23, 2010), 75 FR 53362 (August 31, 2010), (File No. SR-FINRA-2009-042). www.finra.org/web/groups/industry/@ip/@reg/@rulfil/documents/rulefilings/p121995.pdf 2016 Financial Industry Regulatory Authority, Inc. All rights reserved. 1