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1 ATTORNEY BIOGRAPHY James M. Cain Partner Washington P: E: Education J.D., Georgetown University Law Center A.B., University of Notre Dame Bar Admissions California District of Columbia Nevada Background With more than three decades of experience, Jamie Cain has guided insurers, banks, securities and commodities firms, and funds through significant transactions that transform their businesses including public and private securities offerings and mergers and acquisitions. He regularly works with U.S. and foreign companies to interpret and comply with the myriad of securities, commodities, insurance and banking laws that apply to these transactions. A frequent speaker at industry conferences, Jamie is recognized for his knowledge of the Dodd-Frank Act and the regulation and use of derivatives including those instruments used for interest rate, foreign exchange, commodity, credit default and equity transactions and related collateral arrangements. He represents a wide range of global clients, typically on the buy side, including major public companies, financial institutions, public and private funds, government sponsored enterprises and foreign governments. He advises these clients on documentation of those transactions and on internal and regulatory compliance, investigations, enforcement actions and other disputes, including those arising from close out and valuation in the context of counterparty insolvency proceedings. Jamie also advises insurers, banks and broker-dealers in connection with cross-industry acquisitions and in the distribution of their respective products both domestically and internationally. Experience Advised public companies on OTC derivatives transactions and Dodd-Frank Act compliance. Counseled life insurers and GSEs on swap transaction documentation. Represented a series of energy, metal and agricultural ETFs. Represented an exchange-traded fund in a multi-agency trading practices investigation, resulting in no action being taken against the client. Advised annuity insurers on drafting Dodd-Frank Act comment letters. Represented major commercial energy firms in Dodd-Frank Act implementation and compliance. Counseled U.S. insurer on creating an offshore segregated accounts company.

2 PAGE 2 Advised clients on various OTC transactions. Advised foreign government on OTC derivatives. Advised GSEs on OTC interest rate transactions. Counseled foreign insurer on regulatory and compliance matters. Advised on acquisition of insurance product wholesaler. Counseled insurers on third-party marketing. Advised bank on equity investments and on regulatory compliance. Advised a major bank on federal and state laws regulating insurance premium financing. Counseled wire house on insurance product structure, distribution. Provided advice to GSE on multi-billion dollar debt programs. Represented agricultural cooperative in connection sale through auctions of subsidiaries. Assisted oil and gas company with development of ISDA documentation and policies, negotiates ISDA agreements for company. Represented actively managed ETF investing in cleared CDS. Advised a Fortune 100 company on proper disclosure of market information in response to a CFTC inquiry. Advised public companies in connection with CFTC inquiries related to position limits and market manipulation. Awards Named to The Best Lawyers in America in the area of derivatives and futures law ( ) Recognized as a stand-out lawyer by Acritas Stars: Independently Rated Lawyers (2018) Professional Activities Member, Banking Law Committee and Derivatives and Futures Law Committee, Business Law Section, American Bar Association Member, Law and Compliance Division, Futures Industry Association Member, Various ISDA Committees Member, MFA

3 PAGE 3 Articles Back to the Futures: CCPS Adjustments to the Characterization of Variation Margin and their Implications (November 2017) The Journal on the Law of Investment & Risk Management Products Preparing for the Squall: The Coming Margin Requirements for OTC Derivatives (April 2015) The Review of Banking & Financial Services Putting the CFTC's 'Swap' Definition into Context (June 5, 2014) Law360 The CPO and CTA Regulatory Regimes: What Operators of and Advisers to Commodity Pools Should Expect in 2013 (May 2013) Futures & Derivatives Law Report Regulatory watch list for 2012: the shifting landscape for hedge funds and other private funds (June 2012) Journal of Investment Compliance Defining Swap Dealer and Major Swap Participant (April 24, 2012) Regulatory Watch List for 2012: Commodity ETF Industry (February 16, 2012) Reprinted with permission from Securities and Banking Law Regulatory Watch List: Commodity ETF Industry (February 16, 2012) Law360 Dodd-Frank Necessitates New Legal Documentation for Cleared and Uncleared Swaps (July 13, 2011) The Review of Securities & Commodities Regulation Exchange-Traded Funds - Offering Transparency, Liquidity and Diversification in Turbulent Markets (July 15, 2009) Reprinted with permission from The Review of Securities & Commodities Regulation Financial Institution Insurance Activities - A New 2001 Odyssey Begins (May 2002) Business Lawyer, Volume 57, Number 3 Financial Institution Insurance Activities - Gramm-Leach-Bliley One Year Later (May 2001) Business Lawyer, Volume 56, Number 3 Banks and Insurance Companies - Together in the New Millennium (May 2000) Business Lawyer, Volume 55, Number 3 Financial Institution Insurance Activities Courts and Regulators Continue to Dominate Congress (May 1999) Business Lawyer, Volume 54, Number 3

4 PAGE 4 Functional Regulation of Bank Sales of Insurance A Complicated Matrix is Developing with Potential Pitfalls (May 1998) Business Lawyer, Volume 53, Number 3 Bank Sales of Annuities and Insurance Products (June 18, 1997) The Review of Banking & Financial Services, Volume 13, Number 3 Financial Institutions and Insurance in 1996: Three Strikes, You re Out? (May 1997) Business Lawyer, Volume 52, Number 3 Financial Institutions and Insurance in 1995: State Insurance Regulators Assert Authority Over Banks (May 1996) Business Lawyer, Volume 51, Number 3 Financial Institutions and Insurance in 1994: VALIC becomes NationsBank (May 1995) Business Lawyer, Volume 50, Number 3 Financial Institutions and Insurance in 1993: The Climate Becomes Uncertain (May 1994) Business Lawyer, Volume 49, Number 3 Financial Institutions in 1992: A Year of Retrenchment (May 1993) Business Lawyer, Volume 48, Number 3 Presentations The departure of LIBOR (November 6, 2018) ACLI Senior Investment Managers Seminar (SIMS) 39th Annual FIA Law & Compliance Conference (May 5, 2017) ACIC Annual Meeting and Education Conference (October 20, 2016) American College of Investment Council World Recognition of Distinguished General Counsel (March 30, 2016) The Directors Roundtable Alternative Investments: Current Regulatory, SEC and IRS Developments (April 23, 2014) Credit Implications of Dodd-Frank (April 13, 2014) NPECA Annual Conference Derivatives Regulatory Reform (October 10, 2013) ACIC Annual Meeting and Educational Conference Credit Implications of Dodd-Frank (September 12, 2013) North American Power Credit Organization Meeting Hot Topics in Derivatives Under Dodd-Frank for Private Investment Funds (April 16, 2013)

5 PAGE 5 7 Areas Commodity Pool Operators Should Watch In 2013 (January 29, 2013) Law360 Dodd-Frank Act One Year Later (September 2012, LICONY Annual Legislative & Regulatory Conference) Implementing Dodd-Frank: OTC Documentation Workshop (September 13, 2012) FIA Conference ISDA August 2012 Dodd-Frank Protocol (August 22, 2012) Insurers Working Group Futures Customer Account Agreements (July 12, 2012) MFA Seminar on Swaps Clearing Documentation Are You a Swap Dealer? Determining Swap Dealer Status and Related Implications (July 11, 2012) FIA Dodd-Frank Briefing for Energy & Ag Companies Association of Life Insurance Counsel Annual Meeting (May 22, 2012) Association of Life Insurance Counsel Sutherland Private Fund Advisers Team Quick Call - CFTC Recently Adopted Amendments to Regulations (April 17, 2012) Sutherland Quick Call New CFTC Rules Affecting Funds that Invest in Commodity Interests: How Will They Affect You? (March 15, 2012) Sutherland Quick Call Roundtable: Hot Topic in Investments (March 2, 2012) Wealth Management/HIMCO Law and Compliance Law Day, Hartford, Connecticut Top 10 for 2012: 10 Pending Developments All Wealth Management/ Compliance Lawyers Should Be Watching (March 2, 2012) Wealth Management/HIMCO Law and Compliance Law Day Dodd-Frank Implementation (October 17, 2011) 2011 ACLI Annual Conference 2011 Argus U.S. Oil Market Regulation Summit (September 27, 2011) Argus U.S. Oil Market Regulation Summit The Dodd-Frank Bill: What Happened? (October 21, October 22, 2010) American College of Investment Counsel 2010 Annual Meeting & Education Conference Impact of Title VII of Dodd-Frank on Insurance Companies and Their Affiliates (September 10, 2010) Sutherland Hartford Life Webinar

6 PAGE 6 Impact of Financial Regulatory Reform on the Insurance Industry: The Dodd-Frank Bill Arrives (July 27, July 28, 2010) LIMRA s Broker-Dealer CEO and Strategic Issues Study Group Central Clearing of Interest Rate Swaps (June 15, 2010) Webinar Derivatives for Dummies: A Primer on OTC Co-Products (November 9, 2009) Corporation, Finance and Securities Section, Derivatives, Securitization and Project Finance Standing Committee, District of Columbia Bar Proposed Regulation for the OTC Derivatives Market (November 5, November 6, 2009) National Rural Electric Cooperatives Association s (NRECA) 2009 G&T Legal Seminar Sutherland Securities Symposium (April 21, 2009) Clerkships Honorable Edward C. Reed of the U.S. District Court