Shareholder Protection Act of 2019

legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives, Options Markets Stability Act of 2019; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; SEC Conflict Minerals Rule, To amend the Securities Exchange Act of 1934 to repeal certain disclosure requirements related to conflict minerals; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; The regulatory role of exchanges and the legal protections necessary to function as a regulator of market activities; Limitations on SEC regulation of non-exchange activities; and Requiring transparency of short positions that match existing requirements on long position holders. Legislative proposals and implementation related to COVID-19 economic relief. SEC rules on board diversity disclosure

Client expense: Not reported · Firm income: $60,000

Government targets: HOUSE OF REPRESENTATIVES, SENATE

COVID Pandemic Issues: Ensure that stock exchange personnel are listed as critical infrastructure employees by the DHS for areas where workplace restrictions are in place; Communications with the government regarding the resiliency/market operations of varying asset class trading during the COVID-19 pandemic; Legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Federal financial transaction tax, H.R.8695 - Protecting Retirement Savers and Everyday Investors Act; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; The regulatory role of exchanges and the legal protections necessary to function as a regulator of market activities; Limitations on SEC regulation of non-exchange activities, Exchange Regulatory Improvement Act of 2017; and Requiring transparency of short positions that match existing requirements on long position holders.

egislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives, Options Markets Stability Act of 2019; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; SEC Conflict Minerals Rule, To amend the Securities Exchange Act of 1934 to repeal certain disclosure requirements related to conflict minerals; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; The regulatory role of exchanges and the legal protections necessary to function as a regulator of market activities; Limitations on SEC regulation of non-exchange activities; and Requiring transparency of short positions that match existing requirements on long position holders. Legislative proposals and implementation related to COVID-19 economic relief

COVID Pandemic Issues: Ensure that stock exchange personnel are listed as critical infrastructure employees by the DHS for areas where workplace restrictions are in place; Communications with the government regarding the resiliency/market operations of varying asset class trading during the COVID-19 pandemic; Legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Federal financial transaction tax (A4402); Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; The regulatory role of exchanges and the legal protections necessary to function as a regulator of market activities; Limitations on SEC regulation of non-exchange activities, Exchange Regulatory Improvement Act of 2017; and Requiring transparency of short positions that match existing requirements on long position holders.

egislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives, Options Markets Stability Act of 2019; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; SEC Conflict Minerals Rule, To amend the Securities Exchange Act of 1934 to repeal certain disclosure requirements related to conflict minerals; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; The regulatory role of exchanges and the legal protections necessary to function as a regulator of market activities; Limitations on SEC regulation of non-exchange activities; and Requiring transparency of short positions that match existing requirements on long position holders. Legislative proposals and implementation related to COVID-19 economic relief

Ensure that stock exchange personnel are listed as critical infrastructure employees by the DHS for areas where workplace restrictions are in place; Communications with the government regarding the resiliency/market operations of varying asset class trading during the COVID-19 pandemic; Legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; The regulatory role of exchanges and the legal protections necessary to function as a regulator of market activities; Limitations on SEC regulation of non-exchange activities, Exchange Regulatory Improvement Act of 2017; and Requiring transparency of short positions that match existing requirements on long position holders.

Legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives, Options Markets Stability Act of 2018; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; SEC Conflict Minerals Rule, To amend the Securities Exchange Act of 1934 to repeal certain disclosure requirements related to conflict minerals of 2017; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; Limitations on SEC regulation of non-exchange activities, Exchange Regulatory Improvement Act of 2017; and Requiring transparency of short positions that match existing requirements on long position holders.

Client expense: Not reported · Firm income: $60,000

Legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives, Options Markets Stability Act of 2018; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; SEC Conflict Minerals Rule, To amend the Securities Exchange Act of 1934 to repeal certain disclosure requirements related to conflict minerals of 2017; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; The regulatory role of exchanges and the legal protections necessary to function as a regulator of market activities; Limitations on SEC regulation of non-exchange activities, Exchange Regulatory Improvement Act of 2017; and Requiring transparency of short positions that match existing requirements on long position holders.

ESG Corporate Governance Federal Reserve's Real-Time Payments expected proposal Federal Reserve's Real-Time Payments proposal FSOC Proposed Rule: Authority to Require Supervision and Regulation of Certain Nonbank Financial Companies H.R. 2364 - Investor Choice Against Gun Proliferation Act Limiting transactions on firearms Postal Banking Reviewing the Federal Reserve's LISCC Guidance - SR 12-17, 14-8 & 15-07 S. 1278/H.R. 2743 - To repeal the Office of Financial Research, and for other purposes S. 603 - Financial Stability Oversight Council Improvement Act of 2019 S. 915, Reward Work Act S.647/H.R. 1516, the Wall Street Tax Act HR 3088 - Shareholder Protection Act of 2019 HR 4329 - ESG Disclosure Simplification Act of 2019 HR ____ - Corporate Human Rights Risk Assessment, Prevention and mitigation Act of 2019 HR ____ - To require issuers to file an annual or quarterly report under the Securities Exchange Act of 1934 to disclose the total amount of corporate tax such issuer paid in the period covered by the report, and for other purposes HR 3623 - Climate Risk Disclosure Act of 2019 Issues related to Venezeula Property Rights Litigation

Client expense: $70,000 · Firm income: Not reported

Legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives, Options Markets Stability Act of 2018; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; SEC Conflict Minerals Rule, To amend the Securities Exchange Act of 1934 to repeal certain disclosure requirements related to conflict minerals of 2017; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; Limitations on SEC regulation of non-exchange activities, Exchange Regulatory Improvement Act of 2017; and Requiring transparency of short positions that match existing requirements on long position holders.

Client expense: $320,000 · Firm income: Not reported

H.R. 56, Financial Technology Protection Act H.R. 87, Midnight Rules Relief Act of 2019 H.R. 189, Financial Institution Customer Protection Act of 2019 H.R. 758, Cooperate with Law Enforcement Agencies and Watch Act of 2019 H.R. 969, TABS Act of 2019 H.R. 1018, Improving Corporate Governance Through Diversity Act of 2019 H.R. 1731, Cybersecurity Disclosure Act of 2019 H.R. 1815, SEC Disclosure Effectiveness Testing Act H.R. 2144, Token Taxonomy Act of 2019 H.R. 2154, Digital Taxonomy Act of 2019 H.R. 2409, Expanding Access to Capital for Rural Job Creators Act H.R. 2515, Whistleblower Protection Reform Act of 2019 H.R. 2534, Insider Trading Prohibition Act H.R. 2919, Improving Investment Research for Small and Emerging Issuers Act H.R. 3050, Expanding Investment in Small Businesses Act of 2019 H.R. 3088/S. 1630, Shareholder Protection Act of 2019 H.R. 3164/S. 2522, Agriculture, Rural Development, Food and Drug Administration, and Related Agencies Appropriations Act, 2020, including potential provisions relating to relief for inter-affiliate derivatives transactions H.R. 3279, Diversity in Corporate Leadership Act of 2019 H.R. 3351, Financial Services and General Government Appropriations Act, 2020 H.R. 3355, Reward Work Act H.R. 3614, Restricting Credit Checks for Employment Decisions Act H.R. 3618, Free Credit Scores for Consumers Act of 2019 H.R. 3621, Student Borrower Credit Improvement Act H.R. 3622, Restoring Unfairly Impaired Credit and Protecting Consumers Act H.R. 3623/ S. 2075, Climate Risk Disclosure Act of 2019 H.R. 3624/S. 1843, Outsourcing Accountability Act of 2019 H.R. 3625, PCAOB Whistleblower Protection Act of 2019 H.R. 3629, Clarity in Credit Score Formation Act of 2019 H.R. 3641/S. 1854, Stronger Enforcement of Civil Penalties Act of 2019 H.R. 3642, Improving Credit Reporting for All Consumers Act H.R. 3848/S. 2155, Stop Wall Street Looting Act H.R. 3987, Alleviating Stress Test Burdens to Help Investors Act H.R. 4242, Greater Accountability in Pay Act of 2019 H.R. 4320, Corporate Management Accountability Act of 2019 H.R. 4329, ESG Disclosure Simplification Act of 2019 H.R. 4335, 8-K Trading Gap Act of 2019 H.R. 4344, To amend the Securities Exchange Act of 1934 to allow the Securities and Exchange Commission to seek and Federal courts to grant disgorgement of unjust enrichment, and for other purposes H.R. 4726, Certainty for End-Users Act H.R. 4805, Access Business Credit Act of 2019 H.R. 4918, Helping Startups Continue to Grow Act H.R. 5013, Small Business Fair Debt Collection Protection Act H.R. 5084, Improving Corporate Governance Through Diversity Act of 2019 H.R. 5332, Protecting Your Credit Score Act of 2019 S. 452, Fostering Innovation Act of 2019 S. 566, Expanding Access to Capital for Rural Job Creators Act S. 603, Financial Stability Oversight Council Improvement Act of 2019 S. 945, Holding Foreign Companies Accountable Act S. 1256, PCAOB Enforcement Transparency Act of 2019 S. 1731, Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (EQUITABLE) Act S. 2391, Stock Buyback Reform and Worker Dividend Act of 2019 Draft legislation that would extend the statute of limitations for civil penalties by the SEC Draft legislation, the Bad Actor Disqualification Act Draft legislation, a bill to amend the Securities Exchange Act of 1934 to require issuers to disclose information about human capital management in annual reports Draft legislation to require the SEC to study stock buybacks under rule 10b-18 Draft legislation titled the Diverse Asset Managers Act Draft legislation titled the Corporate Human Rights Risk Assessment, Prevention and Mitigation Act Draft legislation to provide certain financial end-users with relief from clearing and margin requirements Proposed rule on auditor independence with respect to certain loans or debtor-creditor relationships (83 Fed. Reg. 20,753-20,773, May 8, 2018) Proposed regulation on Regulation Best Interest (83 Fed. Reg. 21,574-21,682, May 9, 2018) Proposed Commission interpretation regarding standard of conduct for investment advisers; request for comment on enhancing investment (83 Fed. Reg. 21,203-21,214, May 9, 2018) Proposed rule on form CRS relationship summary; amendments to form ADV; required disclosures in retail communications and restrictions on the use of certain names or titles (83 Fed. Reg. 21,416-21,575, May 9, 2018) Policy to Encourage Trial Disclosure Programs (83 Fed. Reg. 45,574-45,578, September 10, 2018) Proposed changes to applicability thresholds for regulatory capital and liquidity requirements (83 Fed. Reg. 66,024-66,059, December 21, 2018) Proposed rule on prudential standards for large bank holding companies and savings and loan holding companies (83 Fed. Reg. 61,408-61,460, November 29, 2018) Proposed rule regarding standardized approach for calculating the exposure amount of derivative Contracts (83 Fed. Reg. 64,660-64,728, December 17, 2018) Proposed rule on payday, vehicle title, and certain high-cost installment loans; delay of compliance date (84 Fed. Reg. 4,298-4,305, February 14, 2019) Proposed rule on self-regulatory organizations; Financial Industry Regulatory Authority, Inc.; notice of filing of a proposed rule change to establish a corporate bond new issue reference data service (84 Fed. Reg. 13,977-13,983, April 8, 2019) Proposed rule to exemptions from the proxy rules for proxy voting advice (84 Fed. Reg. 66,518-66,559, December 4, 2019) Proposed rule on procedural requirements and resubmission thresholds under Exchange Act Rule 14a-8 (84 Fed. Reg. 66,458-66,515, December 4, 2019) Proposed rule on modernization of Regulation S-K Items 101, 103, and 105 (84 Fed. Reg. 44,358-44,390, August 23, 2019) Proposed rule on regarding margin and capital requirements for covered swap entities (84 Fed. Reg. 59,970-59,989, November 7, 2019) Nomination of Mark Calabria to lead the Federal Housing Finance Agency (FHFA) Various issues relating CFPB regulatory sandbox for disclosures; Securities Exchange Commission strategic plan; Securities Exchange Commission Rule 701 Form S-8 reforms; Securities Exchange Commission amendments to the Commissioners whistleblower rules file no. S7-16-18; Public Company Accounting Oversight Board (PCAOB); supplementary leverage ratios treatment of client initial margin; potential legislation related to the rulemaking and enforcement authority of Sec. 619 of the Dodd-Frank Act (P.L.111-203); potential legislation to require the SEC to complete rulemaking required by section 10D of the Securities Exchange Act of 1934; Potential legislation to require the SEC to complete rulemaking required by section 14(i) of the Securities Exchange Act of 1934; beneficial ownership; reforms to the Committee on Foreign Investment in the United States; modernization of the Community Reinvestment Act (P.L. 95-128); implementation of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Title XVII, Foreign Investment Risk Review Modernization Act (P.L. 115-232), including provisions relating to sections 1654 and 1655; application of Customer Identification Program requirements under anti-money laundering rules to bank-affiliated premium finance companies; application of the May 2016 Customer Due Diligence Rule to routine cash refunds issued by bank-affiliated premium finance companies; proposals to audit the Board of Governors of the Federal Reserve System; Best Interest and Enhancing Investment Adviser Regulation relating to broker-dealers, registered investment advisers, conflicts of interest; CFTC Proposed rulemaking on the De Minimis Exception to the Swap Dealer Definition; proxy process, proxy advisory firms, and other related aspects of corporate governance; corporate common ownership; adoption of the current expected credit loss (CECL) accounting standard; role of credit reporting agencies (CRAs) in the U.S. economy; comment on fund of funds arrangements; interest rate restrictions; margin and capital requirements for covered swap entities; Office of the Comptroller of the Currency (OCC) Innovation Pilot Program; debt collection practices (regulation F) under the Fair Debt Collection Act (P.L. 95-109); implementation of section 215 of the Economic Growth Regulatory Relief and Consumer Protection Act (P.L. 115-174); CFPB policy on no-action letters and compliance assistance sandbox policy; qualified mortgage definition under the Truth and Lending Act (P.L. 90-321) regulation Z; Financial Stability Oversight Council and the designation of nonbank financial firms as systemically important; Federal Reserve System and large institution supervision coordinating committee; updated disclosure requirements and summary prospectus for variable annuity and variable life insurance contracts; amendments to the accelerated filer and large accelerated filer definitions; potential housing finance reform legislation; enforcement of Securities Exchange Commission penalties; order instituting proceedings to determine whether to approve or disapprove a proposed rule change to establish a corporate bond new issue reference data service; comments on modernization of regulation S-K Items 101, 103 and 105 17 CFR Parts 229, 239 and 240; comments on bond reference data proposal; comment period extension request for regulatory capital rules: risk based capital requirements for depository institution holding companies significantly engaged in insurance activities; comments on proposed rule change to introduce a liquidity provider protection on Cboe EDGA; inter-affiliate initial margin relief; substituted compliance and equivalence between the U.S. derivatives regulatory regime and the European Unions European Market Infrastructure Regulation (EMIR); European Supervisory Authority review and provisions regarding portfolio delegation; EU third country equivalency process; EU sustainable finance and incorporating ESG factors into financial services; upcoming IOSCO proposal on funds use of leverage; EU review of prudential regime for investment firms; Brexit risks; SEC concept release on harmonization of securities offering exemptions; SEC digital assets; transition from London Interbank Offered Rate (LIBOR) to Secured Overnight Financing Rate (SOFR); Office of the Comptroller of the Currency (OCC), Federal Deposit Insurance Corporation (FDIC), valid when made doctrine; Department of Labor Field Assistance Bulletin No. 2018-01 regarding compliance with Interpretive Bulletin 2016-01 and 2015-01; Incentive based executive compensation regulation under Dodd-Frank Section 956; potential repeal of the State and Local Tax (SALT) cap

H.R. 56, Financial Technology Protection Act H.R. 87, Midnight Rules Relief Act of 2019 H.R. 189, Financial Institution Customer Protection Act of 2019 H.R. 758, Cooperate with Law Enforcement Agencies and Watch Act of 2019 H.R. 969, TABS Act of 2019 H.R. 1018, Improving Corporate Governance Through Diversity Act of 2019 H.R. 1731, Cybersecurity Disclosure Act of 2019 H.R. 1815, SEC Disclosure Effectiveness Testing Act H.R. 2144, Token Taxonomy Act of 2019 H.R. 2154, Digital Taxonomy Act of 2019 H.R. 2409, Expanding Access to Capital for Rural Job Creators Act H.R. 2515, Whistleblower Protection Reform Act of 2019 H.R. 2534, Insider Trading Prohibition Act H.R. 2919, Improving Investment Research for Small and Emerging Issuers Act H.R. 3050, Expanding Investment in Small Businesses Act of 2019 H.R. 3088/S. 1630, Shareholder Protection Act of 2019 H.R. 3164/S. 2522, Agriculture, Rural Development, Food and Drug Administration, and Related Agencies Appropriations Act, 2020, including potential provisions relating to relief for inter-affiliate derivatives transactions H.R. 3279, Diversity in Corporate Leadership Act of 2019 H.R. 3351, Financial Services and General Government Appropriations Act, 2020 H.R. 3614, Restricting Credit Checks for Employment Decisions Act H.R. 3618, Free Credit Scores for Consumers Act of 2019 H.R. 3621, Student Borrower Credit Improvement Act H.R. 3622, Restoring Unfairly Impaired Credit and Protecting Consumers Act H.R. 3623/ S. 2075, Climate Risk Disclosure Act of 2019 H.R. 3624/S. 1843, Outsourcing Accountability Act of 2019 H.R. 3625, PCAOB Whistleblower Protection Act of 2019 H.R. 3629, Clarity in Credit Score Formation Act of 2019 H.R. 3641/S. 1854, Stronger Enforcement of Civil Penalties Act of 2019 H.R. 3642, Improving Credit Reporting for All Consumers Act H.R. 3987, Alleviating Stress Test Burdens to Help Investors Act H.R. 4231/S. 1828, Credit Access and Inclusion Act of 2019 H.R. 4242, Greater Accountability in Pay Act of 2019 H.R. 4320, Corporate Management Accountability Act of 2019 H.R. 4329, ESG Disclosure Simplification Act of 2019 H.R. 4335, 8-K Trading Gap Act of 2019 H.R. 4344, To amend the Securities Exchange Act of 1934 to allow the Securities and Exchange Commission to seek and Federal courts to grant disgorgement of unjust enrichment, and for other purposes S. 452, Fostering Innovation Act of 2019 S. 566, Expanding Access to Capital for Rural Job Creators Act S. 603, Financial Stability Oversight Council Improvement Act of 2019 S. 945, Holding Foreign Companies Accountable Act S. 1256, PCAOB Enforcement Transparency Act of 2019 S. 1731, Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (EQUITABLE) Act S. 2391, Stock Buyback Reform and Worker Dividend Act of 2019 Draft legislation titled Accurate Access to Credit Information Act Draft legislation that would extend the statute of limitations for civil penalties by the SEC Draft legislation, the Bad Actor Disqualification Act Draft legislation, a bill to amend the Securities Exchange Act of 1934 to require issuers to disclose information about human capital management in annual reports Draft legislation to require the SEC to study stock buybacks under rule 10b-18 Draft legislation titled the Diverse Asset Managers Act Draft legislation titled the Corporate Human Rights Risk Assessment, Prevention and Mitigation Act Proposed rule on auditor independence with respect to certain loans or debtor-creditor relationships (83 Fed. Reg. 20,753-20,773, May 8, 2018) Proposed regulation on Regulation Best Interest (83 Fed. Reg. 21,574-21,682, May 9, 2018) Proposed Commission interpretation regarding standard of conduct for investment advisers; request for comment on enhancing investment (83 Fed. Reg. 21,203-21,214, May 9, 2018) Proposed rule on form CRS relationship summary; amendments to form ADV; required disclosures in retail communications and restrictions on the use of certain names or titles (83 Fed. Reg. 21,416-21,575, May 9, 2018) Policy to Encourage Trial Disclosure Programs (83 Fed. Reg. 45,574-45,578, September 10, 2018) Proposed changes to applicability thresholds for regulatory capital and liquidity requirements (83 Fed. Reg. 66,024-66,059, December 21, 2018) Proposed rule on prudential standards for large bank holding companies and savings and loan holding companies (83 Fed. Reg. 61,408-61,460, November 29, 2018) Proposed rule regarding standardized approach for calculating the exposure amount of derivative Contracts (83 Fed. Reg. 64,660-64,728, December 17, 2018) Proposed rule on payday, vehicle title, and certain high-cost installment loans; delay of compliance date (84 Fed. Reg. 4,298-4,305, February 14, 2019) Proposed rule on self-regulatory organizations; Financial Industry Regulatory Authority, Inc.; notice of filing of a proposed rule change to establish a corporate bond new issue reference data service (84 Fed. Reg. 13,977-13,983, April 8, 2019) Nomination of Mark Calabria to lead the Federal Housing Finance Agency (FHFA) Various issues relating CFPB regulatory sandbox for disclosures; Securities Exchange Commission strategic plan; Securities Exchange Commission Rule 701 Form S-8 reforms; Securities Exchange Commission amendments to the Commissioners whistleblower rules file no. S7-16-18; Public Company Accounting Oversight Board (PCAOB); supplementary leverage ratios treatment of client initial margin; potential legislation related to the rulemaking and enforcement authority of Sec. 619 of the Dodd-Frank Act (P.L.111-203); potential legislation to require the SEC to complete rulemaking required by section 10D of the Securities Exchange Act of 1934; Potential legislation to require the SEC to complete rulemaking required by section 14(i) of the Securities Exchange Act of 1934; beneficial ownership; reforms to the Committee on Foreign Investment in the United States; modernization of the Community Reinvestment Act (P.L. 95-128); implementation of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Title XVII, Foreign Investment Risk Review Modernization Act (P.L. 115-232), including provisions relating to sections 1654 and 1655; application of Customer Identification Program requirements under anti-money laundering rules to bank-affiliated premium finance companies; application of the May 2016 Customer Due Diligence Rule to routine cash refunds issued by bank-affiliated premium finance companies; proposals to audit the Board of Governors of the Federal Reserve System; Best Interest and Enhancing Investment Adviser Regulation relating to broker-dealers, registered investment advisers, conflicts of interest; CFTC Proposed rulemaking on the De Minimis Exception to the Swap Dealer Definition; proxy process, proxy advisory firms, and other related aspects of corporate governance; corporate common ownership; adoption of the current expected credit loss (CECL) accounting standard; role of credit reporting agencies (CRAs) in the U.S. economy; comment on fund of funds arrangements; Office of the Comptroller of the Currency (OCC) Innovation Pilot Program; amendments to the accelerated filer and large accelerated filer definition; debt collection practices (regulation F) under the Fair Debt Collection Act (P.L. 95-109); implementation of section 215 of the Economic Growth Regulatory Relief and Consumer Protection Act (P.L. 115-174); OMB policy on no-action letters and compliance assistance sandbox policy; qualified mortgage definition under the Truth and Lending Act (P.L. 90-321) regulation Z; implementation of the Fair House Acts (P.L. 90-284) disparate impact standard; Financial Stability Oversight Council and the designation of nonbank financial firms as systemically important; Federal Reserve System and large institution supervision coordinating committee; updated disclosure requirements and summary prospectus for variable annuity and variable life insurance contracts; potential housing finance reform legislation; enforcement of Securities Exchange Commission penalties; order instituting proceedings to determine whether to approve or disapprove a proposed rule change to establish a corporate bond new issue reference data service; inter-affiliate initial margin relief; substituted compliance and equivalence between the U.S. derivatives regulatory regime and the European Unions European Market Infrastructure Regulation (EMIR); European Supervisory Authority review and provisions regarding portfolio delegation; EU third country equivalency process; EU sustainable finance and incorporating ESG factors into financial services; upcoming IOSCO proposal on funds use of leverage; EU review of prudential regime for investment firms; Brexit risks; SEC amendments regarding thresholds for shareholder proposals under Rule 14a-8; SEC amendments to address proxy advisors reliance on the proxy solicitation exemptions in Rule 14a-2(b); SEC concept release on harmonization of securities offering exemptions; Office of the Comptroller of the Currency (OCC), valid when made doctrine; OCC national FinTech charter; Department of Labor Field Assistance Bulletin No. 2018-01 regarding compliance with Interpretive Bulletin 2016-01 and 2015-01; Incentive based executive compensation regulation under Dodd-Frank Section 956; small business exports

ESG Corporate Governance Federal Reserve's Real-Time Payments expected proposal Federal Reserve's Real-Time Payments proposal FSOC Proposed Rule: Authority to Require Supervision and Regulation of Certain Nonbank Financial Companies H.R. 2364 - Investor Choice Against Gun Proliferation Act Limiting transactions on firearms Postal Banking Reviewing the Federal Reserve's LISCC Guidance - SR 12-17, 14-8 & 15-07 S. 1278/H.R. 2743 - To repeal the Office of Financial Research, and for other purposes S. 603 - Financial Stability Oversight Council Improvement Act of 2019 S. 915, Reward Work Act S.647/H.R. 1516, the Wall Street Tax Act HR 3088 - Shareholder Protection Act of 2019 HR 4329 - ESG Disclosure Simplification Act of 2019 HR ____ - Corporate Human Rights Risk Assessment, Prevention and mitigation Act of 2019 HR ____ - To require issuers to file an annual or quarterly report under the Securities Exchange Act of 1934 to disclose the total amount of corporate tax such issuer paid in the period covered by the report, and for other purposes HR 3623 - Climate Risk Disclosure Act of 2019

Client expense: $130,000 · Firm income: Not reported

Government targets: Environmental Protection Agency (EPA), Executive Office of the President (EOP), HOUSE OF REPRESENTATIVES, Natl Telecommunications & Information Administration (NTIA), SENATE, Transportation, Dept of (DOT), Treasury, Dept of

Legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, Corporate Governance Reform and Transparency Act of 2017; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives, Options Markets Stability Act of 2018; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; SEC Conflict Minerals Rule, To amend the Securities Exchange Act of 1934 to repeal certain disclosure requirements related to conflict minerals of 2017; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; Limitations on SEC regulation of non-exchange activities, Exchange Regulatory Improvement Act of 2017; and Requiring transparency of short positions that match existing requirements on long position holders.

Client expense: $325,000 · Firm income: Not reported