Compliance Officer

The Firm is a broker-dealer/investment adviser applicant seeking FINRA membership to supplement an existing registered investment advisory, real estate, and insurance ecosystem. The Consultant will serve as the Firm'ssecond General Securities Principal (GSP)its Financial and Operations Principal (FinOp), and its Chief Compliance Officer (CCO) for the broker-dealer, providing principal-level supervision, financial and operational oversight, and compliance program administration. The role exists to satisfy the two-principal requirement of FINRA Rule 1210.01, to provide independent principal review of the founder's own securities business, and to supply broker-dealer supervisory and financial operations experience that is distinct from the founder's advisory background. The Consultant is expected to function as a principal of the Firm — not as an advisor to it — and to exercise independent judgment, including the authority to decline approval of a transaction, communication, account, or offering. Scope of the Firm's proposed business The Consultant will supervise across the following approved or proposed business lines: Private placements of securities (Regulation D and other exempt offerings) Real estate securities and limited partnership syndications Direct participation programs and tax-advantaged offerings Variable annuity and variable life insurance products Investment advisory services (dual-registrant/BDIA context) Mergers and acquisitions advisory, exempt and registrable Registration and licensing requirements Required at engagement: Series 7 (or equivalent qualifying representative registration) Series 24 — General Securities Principal Series 27 or Series 28 — Financial and Operations Principal, as appropriate to the Firm's approved net capital category Registration with the Firm via Form U4, with fingerprints submitted under SEA Rule 17f-2 Current with Regulatory Element continuing education under FINRA Rule 1240; Firm Element participation as assigned or willing to finish within 5 business days upon registration. Preferred: Series 66/65 or comparable, given the Firm's dual-registrant structure Series 39 or Series 22 exposure relevant to direct participation programs Series 4, 53, or 79 where relevant to specific product lines Experience requirements Supervisory (GSP): either (1) one year of direct broker-dealer supervisory experience, or (2) two years of related broker-dealer supervisory experience, in business activities comparable to those proposed by the Firm. The record must identify each firm at which a supervisory role was held, the duration of each tenure, the size and business activities of that firm, and the specific supervisory responsibilities exercised. Financial operations (FinOp): either (1) one year of direct broker-dealer FinOp experience, or (2) two years of related broker-dealer financial operations experience, at firms with comparable business activities. Additionally required: Demonstrated experience supervising private placement and DPP/real estate syndication activity, including Rule 5122 and 5123 filings Working command of Regulation Best Interest, Form CRS, and the suitability obligations applicable to illiquid and tax-advantaged products AML program experience under FINRA Rule 3310 and the Bank Secrecy Act, including OFAC screening and enhanced due diligence for non-U.S. customers Experience preparing and filing FOCUS reports and coordinating annual audits under SEA Rule 17a-5 Prior experience with a firm in its first two years of membership, or with new member applications, strongly preferred Responsibilities General Securities Principal (Series 24) Serve as a principal of the Firm with defined supervisory jurisdiction, as delineated in the Firm's Written Supervisory Procedures delegation-of-duties section, distinct from the supervisory responsibilities retained by the CEO. Independent review of the founder's securities business. Review and approve the securities transactions, correspondence, and customer accounts of the Firm's CEO and any other producing principal, resolving the producing-principal conflict identified at the membership interview. This responsibility may not be delegated back to the person being supervised. Principal review and approval of new accounts, including the enhanced review applicable to non-U.S. and non-resident alien customers. Principal approval of securities transactions, subscription documents, and suitability/Reg BI determinations prior to execution or transmission to the issuer. Conduct and document due diligence on private placement, syndication, and DPP offerings prior to any offering being made available to customers, including issuer, sponsor, and use-of-proceeds review. Review and approve retail and institutional communications under FINRA Rule 2210, including website, LinkedIn, Instagram, YouTube, and TikTok content, and manage filings with the Advertising Regulation Department, including filings required under Rules 5122, 5123, and Regulatory Notices 20-21 and 21-26. Review incoming and outgoing correspondence and electronic communications of associated persons. Serve as or supervise the AML Compliance Officer function under Rule 3310, including customer identification, sanctions screening, suspicious activity monitoring and reporting, and arranging the independent annual test. Conduct annual (and, where applicable, interim) inspections of the office of supervisory jurisdiction and any branch or residential supervisory location under Rule 3110(c) and 3110.19. Review outside business activities and private securities transactions under Rules 3270 and 3280, with particular attention to the affiliated real estate and insurance entities. Administer the Rule 3110(e) investigative and background review process for new associated persons. Approve, monitor, and document any heightened supervision plan in effect at the Firm. Escalate material supervisory issues to the CEO and, where the CEO is the subject, to the Firm's governing body directly. Financial and Operations Principal (Series 27/28) Maintain the Firm's books and records in conformity with SEA Rules 17a-3 and 17a-4, including the general ledger, trial balance, and required supporting records. Prepare and file FOCUS Part IIA reports and Form Custody on a quarterly basis, and the Supplemental Statement of Income under FINRA Rule 4524. Compute and monitor net capital under SEA Rule 15c3-1 on an ongoing basis against the minimum requirement applicable to the Firm's approved business lines, including monthly documented computations and same-day notification of any deficiency or early-warning condition under SEA Rule 17a-11. Maintain the exemptive provisions of SEA Rule 15c3-3 applicable to the Firm and monitor for any activity inconsistent with the claimed exemption. Coordinate the annual audit and file the annual reports required by SEA Rule 17a-5, including the exemption report, within the prescribed deadline. Administer SIPC assessments, FINRA Gross Income Assignment, and related regulatory filings and fee obligations. Establish and monitor bank account controls, expense-sharing arrangements with affiliated entities, and the allocation of shared costs between the broker-dealer and the affiliated advisory, real estate, and insurance businesses. Maintain the Firm's financial controls, including segregation of duties, review of disbursements, and monitoring of any receipt and prompt transmittal of customer funds or securities. Advise the CEO on capital adequacy in advance of hiring, expansion, or commitments that would affect net capital. Chief Compliance Officer Own the Firm's compliance program, including the Written Supervisory Procedures, Business Continuity Plan, AML Program, Code of Ethics, Principal Continuity Plan, and related policies, with documented annual review and updating for rule changes and business changes. Prepare the annual report of supervisory controls under FINRA Rule 3120 and support the CEO's annual certification under Rule 3130. Administer Rule 4530 reporting, customer complaint intake and disposition, and disclosure event tracking. Maintain the Firm's continuing education programs, registration records, and Form U4/U5 filings and amendments. Serve as a primary point of contact with FINRA Membership Application Program staff, the assigned Risk Monitoring Analyst, and examination staff, including preparation for and management of the Firm's first cycle examination. Monitor the Firm's activity against the scope of its membership agreement and identify any change requiring a materiality consultation or continuing membership application under Rule 1017. Deliver compliance training to associated persons on Reg BI, private placement due diligence, AML, communications, and supervisory expectations. Time commitment The Consultant must commit sufficient time to discharge each of the three functions. The following is the minimum weekly baseline expected at launch, subject to increase as headcount and transaction volume grow. The Consultant's actual committed schedule will be documented and furnished to FINRA. GSP — Transaction, subscription, and suitability/Reg BI review: 2.0 hrs/week GSP — New account review, including non-U.S. accounts: 1.0 GSP — Review of the CEO's own securities business: 1.0 GSP — Correspondence and electronic communications review: 1.0 GSP — Offering due diligence and advertising/communications review: 1.5 FinOp — Books and records, ledger review, net capital computation: 2.0 FinOp — Regulatory filings, bank and expense-allocation review: 1.0 CCO — Policy maintenance, training, complaints, registration, exams: 1.5 All — Escalation availability, CEO check-in, ad hoc matters: 1.0 Estimated total: 12.0 Additional expectations: Availability during normal business hours for real-time principal approvals, with time-sensitive approvals handled on demand. Periodic on-site presence at the Coral Gables office, including for the annual office inspection. Additional hours as required for the annual audit, FOCUS and annual report cycles, regulatory examinations, and any FINRA information requests. The Consultant must confirm that commitments to other member firms do not impair the ability to meet this schedule, and must notify the Firm promptly of any new engagement that would materially affect available time. Engagement terms and independence The Consultant is engaged as an independent contractor through a compliance consulting firm under a written consulting services agreement, and is registered with the Firm through Form U4. Non-producing. The Consultant will hold no customer accounts, will solicit no securities business, will have no signatory or withdrawal authority over Firm or customer funds or securities, and will receive no transaction-based compensation. Compensation is a fixed retainer and is not contingent on the outcome of any approval, review, or regulatory determination. The Consultant's supervisory and compliance judgment is independent of the CEO. Termination or non-renewal requires documented notice to the Firm's governing body, and the Firm will maintain a Principal Continuity Plan providing for a qualified successor so that the Firm does not operate without a second GSP or a FinOp. The Consultant will maintain, and make available to the Firm and to regulators, records of work performed on the Firm's behalf, and will cooperate with any regulatory inquiry concerning the Firm. Concurrent engagements and conflicts Disclose all concurrent broker-dealer, investment adviser, and issuer engagements on Form U4 Item 13 and to the Firm in writing, and update those disclosures promptly. Identify any overlap between the Firm's proposed business lines and those of any other firm served, and agree in writing to the information-barrier and conflict controls the Firm adopts to address that overlap, including with respect to offerings, issuers, or sponsors common to more than one client firm. Confirm that no concurrent engagement creates a conflict with the independent review of the Firm's CEO or with the Consultant's obligations as FinOp. Disclosure history, background review, and fitness The Consultant must authorize and cooperate with the Firm's investigation under FINRA Rule 3110(e), including verification of Form U4 information and review of the Central Registration Depository record. All disclosure events must be reported to the Firm in writing prior to engagement, with supporting documentation, including any acceptance, waiver and consent, order, judgment, complaint, termination, or financial disclosure. Where a disclosure event exists, the Consultant must (1) cooperate with the Firm's documented determination as to whether heightened supervision is warranted, (2) accept and comply with any heightened supervision plan the Firm adopts, including identification of the person approving and administering the plan, and (3) provide evidence that all sanctions, fines, undertakings, and continuing education requirements have been satisfied. The Consultant must not be subject to statutory disqualification and must notify the Firm immediately of any event that could result in disqualification or in a change to the Consultant's registration status at any firm. #J-18808-Ljbffr My Investment Path