ATTORNEY BIOGRAPHY Susan S. Krawczyk Partner Washington P: +1.202.383.0197 E: susankrawczyk@eversheds-sutherland.com Education J.D., George Washington University National Law Center, Order of the Coif B.A., Indiana University of Pennsylvania Bar Admissions District of Columbia Virginia Background Susan Krawczyk helps broker-dealers, investment advisers, insurance organizations and sponsors to design, sell and deliver investment products and programs that perform for investors and that raise capital. The author of compliance manuals that became models for the industry, Susan has extensive experience in day-to-day regulatory, operational and compliance issues across the retail, institutional and retirement segments of the financial markets. Susan advises clients regularly on distribution and wholesaling arrangements for both public and private offerings, including incentive, non-cash compensation and marketing support arrangements. Susan has particular experience with firms involved in the sale and distribution of investment products and programs in the registered investment adviser context (i.e., the RIA channel) and retirement plan markets. She has a deep familiarity with the distribution of mutual funds, variable products, real estate investment trusts, business development companies and direct participation programs and the use of financial planning tools and asset allocation models for retail investors. She assists clients in establishing marketing arrangements for programs that satisfy regulatory requirements, and with obtaining regulatory approvals for illustrations of historical and hypothetical portfolio performance and track record results. Experience Counseled on underwriting arrangements for non-traded closed-end fund offering. Counseled several different sponsors in restructuring their marketing and sales operations. Provided monthly overviews of emerging issues affecting retirement industry. Convinced FINRA to drop dozens of charges and significantly reduce the sanction in one of FINRA's investigations into sales and marketing practices of non-traded REITs. Conducted a review of large broker-dealer's internal due diligence program. Advised major financial services company in sale of its retail broker-dealer operations. Assisted in the design, regulatory approval and operation of several hundred insurance, investment and stable value products.
PAGE 2 Advised REIT fund sponsor on marketing and distribution. Represented Cetera Financial Group, Inc. in its acquisitions of Genworth Financial Services, Inc., Tower Square Financial/Walnut Street Financial, and Pacific West Securities. Advised REIT distributor on regulatory compliance matters. Counseled on investment adviser channel distribution arrangements. Obtained relief from statutory disqualification. Advised on regulatory compliance matters for REIT distributor. Awards Recognized by The Legal 500 United States in the area of financial services: regulatory (2015-2017) Professional Activities Member, American Bar Association Member, The Virginia Bar Association Member, National Society of Compliance Professionals Member, Association of Life Insurance Counsel Articles DOL Fiduciary Regulation Where are We Now? (September 2017) NewsDirect a publication by the Society of Actuaries An Emerging Patchwork Of Cybersecurity Rules (August 29, 2017) Fiduciary Rule Comments: Some Conflict, Lots of Interest (May 23, 2017) CAB Rules Won't Get Private Funds To Their Destination (August 31, 2016) The Final Rule: DOL s Expanded Definition of Investment Advice Fiduciary Under ERISA and Revised Complex of Exemptions (April 12, 2016) DOL Proposes New Rules Expanding Fiduciary Status for Advisers to Retirement Plans and IRA Accounts (March 2016) TerraLex Connections
PAGE 3 DOL Proposes New Rules Expanding Fiduciary Status for Advisers to Retirement Plans and IRA Accounts (Winter 2015) Partnering Perspectives The Proposed Best Interest Contract Exemption: Part 3 (July 28, 2015) The Proposed Best Interest Contract Exemption: Part 2 (July 27, 2015) The Proposed Best Interest Contract Exemption: Part 1 (July 24, 2015) Compensation Practices for Retail Sales of Mutual Funds (Spring 2004) Reprinted with permission from Journal of Investment Compliance Reorganizing Insurance Company Separate Accounts Under Federal Securities Laws (1991) ABA Business Lawyer Regulation and Distribution of Variable Insurance Products Chapter 11: FINRA Regulation of Product Distribution (updated periodically) Presentations Webcast: Regulation 187 Suitability and Best Interests in Life Insurance and Annuity Transactions (February 28, 2019) LICONY Looking Ahead to Best Interest Standards for Life and Annuity Sales Part 2: Best Interest Standards on the Horizon (February 20, 2019) LIMRA Making the Shift from the Department of Labor s Fiduciary Rule to SEC Regulation Best Interest (January 29, 2019) FSI OneVoice Conference Looking Ahead to Best Interest Standards for Life and Annuity Sales Part 1: New York s Insurance Regulation 187 (January 15, 2019) LIMRA Webcast: Planning for a patchwork of best interest standards (November 15, 2018) Fundamentals of Broker-Dealer Regulation 2018 (July 23, 2018) RegEd Webcast: The SEC s Proposed Standard of Conduct Rules and Forms for Broker- Dealers and Investment Advisers (June 7, 2018) RegEd
PAGE 4 Roundtable discussion: The SEC s proposed fiduciary duty and standards of conduct for brokerdealers and investment advisers (May 16, 2018) The Evolution of FINRA (May 11, 2018) IRI Action18 Fundamentals of Broker-Dealer Regulation 2017 (July 17, 2017) SIFMA Compliance & Legal Society 2017 Annual Seminar (March 19-22, 2017) FSI 2017 OneVoice Conference (January 23-25, 2017) Broker-Dealer Investment Adviser CLE Program (November 28, 2016) Department of Labor Conflicts of Interest Rulemaking (November 3, 2016) 2016 Treasury and Capital Markets Legal and Legislative Issues Conference FSI Forum: Navigating a Post-DOL Fiduciary World (September 25-27, 2016) FSI Forum The DOL Fiduciary Rule: What s The Latest (September 19, 2016) NICSA General Membership Meeting The DOL Fiduciary Rule: What's the Latest (September 19, 2016) NICSA ACLI Compliance and Legal Sections Annual Meeting (July 11, 2016 - July 13, 2016) DOL Fiduciary Implementation Workshops: For Broker-Dealers (June 8, 2016) IRI Government, Legal & Regulatory Conference Webcast: Annuities and Life Insurance: BICE and 84-24 (May 19, 2016) LIMRA Secure Retirement Institute Nuts and Bolts Q&A (May 11, 2016) SIFMA DOL Fiduciary Seminar Webcast: DOL Fiduciary Rule Implementation Planning and Timetable (May 10, 2016) Roundtable Discussion: Final DOL ERISA Fiduciary Definition and Related Exemptions (May 4, 2016) Roundtable Discussion: Final DOL ERISA Fiduciary Definition and Related Exemptions (May 3, 2016) Roundtable Discussion: Final DOL ERISA Fiduciary Definition and Related Exemptions (April 26, 2016) CLE Presentation
PAGE 5 Webcast: The DOL's Fiduciary Proposal: What's Next? (September 17, 2015) DOL Proposed Expanded ERISA Fiduciary Definition (May 12, 2015) Sutherland Roundtable Retaining and Supervising Electronic Communications for Regulatory Compliance (May 14, 2014) Sutherland webcast done in conjunction with Smarsh Fundamentals of Broker-Dealer Regulation 2013 (June 24, 2013) Top 10 for 2012: 10 Pending Developments All Wealth Management/ Compliance Lawyers Should Be Watching (March 2, 2012) Hot Topics in Compliance (March 2, 2012) Hot Topics Mutual Funds and Retirement Plans (March 2, 2012) Hot Topics for BD's and IA's (March 2, 2012) Broker-Dealers: Testing and Risk Assessment (April 2011) NSCP Regional Meeting Real Estate Funds and Alternative Investments: Impact of Recent FINRA Developments (March 25, 2010) Webinar Sutherland Securities Symposium (April 21, 2009) Sutherland Securities Symposium (July 31, 2008) Looking Forward: Where Are We Headed On Life Industry Suitability? (July 9, 2008 - July 11, 2008) American Council of Life Insurers (ACLI) Compliance and Legal Sections Annual Meeting The ABCs of Broker-Dealer Regulation 2008 (May 8, 2008) Independent Broker-Dealer Regulatory Forum (April 16, 2008) Suitability Analysis of New Riders, Benefits and Product Designs (July 11, 2007 - July 13, 2007) American Council of Life Insurers (ACLI) Annual Compliance and Legal Section Conference The ABCs of Broker-Dealer Regulation 2007 (May 10, 2007)
PAGE 6 Risk Management-What Have We Learned (June 25-27, 2006) National Association for Variable Annuities 2006 Compliance and Regulatory Affairs Conference The ABCs of Broker-Dealer Regulation 2006 (May 2, 2006) ALI-ABA: Investment Adviser Regulation: Financial Planning After the Adoption of SEC Rule 202(a)(11)-1 (January 27, 2006) Mapping the New Regulatory Landscape: What are the recent SEC, NASD and State regulatory developments and enforcement actions? What does it mean for you? (January 18, 2006) Variable Products Legal and Compliance Forum 2006 National Society of Compliance Professionals (NSCP) National Membership Meeting (October 24, 2005) Risk-Based Approaches to Compliance Resources, Structure and Priorities (July 12-15, 2005) American Council of Life Insurers (ACLI) Compliance and Legal Sections Annual Meeting Assessing Legal and Compliance Risk Management: A Case Study (July 18, 2003) American Council of Life Insurers (ACLI) Compliance and Legal Sections Annual Meeting Books Broker-Dealer Regulation Chapter 8: Customer Accounts (updated annually) Broker-Dealer Regulation Chapter 9: Compensation (updated annually) Investment Adviser Regulation - Chapter 31: Financial Planning Under the Advisers Act (updated annually) Regulation and Distribution of Variable Insurance Products Chapter 11: FINRA Regulation of Product Distribution