Howard L. Kramer Partner MAIN OFFICE: Washington Willkie Farr & Gallagher LLP 1875 K Street, N.W. Washington, D.C. 20006-1238, U.S.A. T 202-303-1208 F 202-303-2208

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Howard L. Kramer is a partner in the Asset Management Group of Willkie Farr & Gallagher LLP in Washington, D.C. Mr. Kramer specializes in securities regulatory law, with particular emphasis on broker-dealer, market structure and compliance matters. In addition to providing advice, he also represents clients in regulatory investigations, inquiries and examinations.

Mr. Kramer’s practice focuses on trading rules, derivatives, alternative trading systems, hedge funds, and broker-dealer regulatory and compliance issues. His clients have included major securities firms, equity and options market-making desks, securities and derivatives markets, electronic and Internet-based trading systems and hedge funds. He also has served as an independent consultant for several entities with respect to their enforcement settlements with the SEC.

Chambers USA (2011) ranks Mr. Kramer among the leading individuals practicing in the area of Financial Services Regulation: Broker Dealer (Compliance) nationwide. He is regularly quoted in the media regarding developments in securities legislation and regulation.

Prior to joining Willkie, Mr. Kramer was the head of Schiff Hardin LLP’s Securities and Futures Regulation Practice Group. He also served for 16 years in several positions with the SEC, including Senior Associate Director and Associate Director (1993-1998) of the Division of Market Regulation (now the Division of Trading and Markets), where he was responsible for oversight and regulation of the securities markets generally, including stock and options exchanges, Nasdaq, and debt markets, and the formulation and implementation of the SEC's national market system and other market structure programs.

Mr. Kramer played a leading role in developing SEC policy with respect to derivative products generally, including both listed and over-the-counter (OTC). He also represented the SEC at securities markets conferences and in domestic and international discussions with securities industry representatives, self-regulatory organization officials and staff, and government officials and staff in the U.S. and abroad.

Prior to being appointed Senior Associate Director, Mr. Kramer served in several other positions with the SEC, including:

• Senior Special Counsel (1991-1993)
• Assistant Director for Options and Exchanges (1986-1991)
• Chief, Branch of Options (1984-1986)
• Staff Attorney, Branch of Over-the-Counter Regulation (1981-1983)

PUBLICATIONS

Mr. Kramer has authored the following publications:

• "SEC Adopts Large Trader Reporting System" by Roger D. Blanc, Daniel Schloendorn, Howard L. Kramer, Martin R. Miller and Matthew B. Comstock, Journal of Investment Compliance (Vol. 12 Number 4, 2011)
  
  
• "Assessing the Shotgun Volley of SEC Market Structure Initiatives," Journal of Securities Law, Regulation & Compliance (October 2010)
  
  
• "Fraud in Markup: An Unusual SEC Decision," The Review of Securities & Commodities Regulation (September 3, 2008)
  
  
• "Key Components of an Effective Compliance Program for Broker-Dealers Deemed Trading Centres Under Regulation NMS," Journal of Securities Compliance (October 2007)

SPEAKING ENGAGEMENTS

Mr. Kramer has appeared on congressional panels and is frequently invited to speak at a variety of industry seminars and programs, including panels at SIFMA, the Investment Company Institute, FINRA Annual Conference, and the American Law Institute/American Bar Association (ALI-ABA), among others.

AWARDS AND HONORS

• Securities and Exchange Commission Presidential Rank Award for Meritorious Service
  
  
• Securities and Exchange Commission Distinguished Service Award
  
  
• Securities and Exchange Commission Capital Markets Award
  
  
• Securities and Exchange Commission Supervisory Excellence Award