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What about the RIA issues?

MXL


From: John DeLoche [mailto:jdeloche@rosemontseneca.com]
Sent: Sunday, April 08, 2012 11:06 PM
To: Hunter Biden <hbiden@rosemontseneca.com>; Eric Schwerin <eschwerin@rosemontseneca.com>; Devon Archer <darcher@rosemontseneca.com>; Neil Callahan <ncallahan@rosemontseneca.com>; abusch@rosemontseneca.com <abusch@rosemontseneca.com>; Rob Walker <rwalker@rosemontseneca.com>; Jenny Stein McMahan <jstein@rosemontseneca.com>; Marianna Fazylova <mfazylova@rosemontseneca.com>
Cc: Marc LoPresti
Subject: Fwd: Revised RSTP II PPM

All,

Please see attached revised PPM reflecting our legal counsel's comments.

I have sent it back to them for a final round of comments and intend to start sending it to potential LPs by Tuesday of this week.

Please let me know if you have any comments or questions.

Best,

John

---------- Forwarded message ----------
From: John DeLoche <jdeloche@rosemontseneca.com<mailto:jdeloche@rosemontseneca.com>>
Date: Sun, Apr 8, 2012 at 11:01 PM
Subject: Revised RSTP II PPM
To: "Brian C. Patterson" <bpatterson@gunder.com<mailto:bpatterson@gunder.com>>
Cc: "David N. Wang" <dwang@gunder.com<mailto:dwang@gunder.com>>


Brian and David,

Thanks for the comments. The attached reflects your comments as well as some other minor changes, primarily to bios and graphics.

We changed the return data to net returns only which we agree is the best way to do this. We also changed the format to a more high level track record view. We thoroughly scrubbed the numbers and have full backup for potential LPs subsequent to NDAs. We also have full backup investment memos for deals we have done as a team to show to LPs which was another of your comments from our process section.

If you could take a quick look and let us know if there are any other comments, it would be appreciated.

We will start sending this out on Tuesday.

Best,

John

On Fri, Apr 6, 2012 at 10:34 AM, Brian C. Patterson <bpatterson@gunder.com<mailto:bpatterson@gunder.com>> wrote:
John,

Please find attached a revised draft of the RSTP II, L.P. PPM as tracked changes to the version you sent to us. We have included both specific comments and some conceptual comments for you to consider. We assumed that the investment advisers to the Rosemont Seneca family of funds remain exempt reporting advisers as per the Form ADV’s that we pulled up from the SEC website. We also assumed the investment adviser to RSTP II, L.P. will rely on the venture capital exemption to the general requirement that all investment advisers must register with the SEC absent some exemption or exception. Please note that registered investment advisers are subject to a very strict limitation on what they may disclose in their marketing materials. For example, all information concerning past performance of prior funds in a PPM or executive summary is subject to great scrutiny by the SEC. Furthermore, advisers are generally restricted from providing any partial list of prior investments and absolutely prohibited from including any testimonials in their materials.

I would encourage you to confirm with counsel for the Rosemont Seneca family of funds that investment advisers to the family of funds should remain exempt reporting advisers and would not have to register with the SEC.

Let us know if you have any questions.
Best,

Brian


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Brian C. Patterson

Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
1200 Seaport Blvd.
Redwood City, CA 94063

Phone: 650-463-5276<tel:650-463-5276>; Fax: (650) 321-2800<tel:%28650%29%20321-2800>
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John DeLoche
Managing Director
Rosemont Seneca Technology Partners
One Market, Spear Tower, 36th Floor
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--
John DeLoche
Managing Director
Rosemont Seneca Technology Partners
One Market, Spear Tower, 36th Floor
San Francisco, CA 94105
office: 415 293 8147
mobile: 415 793 7070

This email communication is privileged and confidential and is intended only for the individuals or entities named above. Any unauthorized dissemination of any of the contents of this email is strictly prohibited. If you are not the intended recipient, please do not read, copy, use or disclose to others the contents of this communication. Please notify the sender that you have received this e-mail in error and then delete the e-mail.