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Mel-

Per our conversation yesterday, attached is a chart showing the connection between all the various entities. It is extremely convoluted, but at the same time it seems that there are not many that can really be eliminated and that they were all set up for legitimate reasons. That said, I think we'd both like to figure out a way to simplify things if at all possible. And it may not be. Right now, nearly 100% of our day to day business is done through Rosemont Seneca Advisors, with RS Partners just a Holding Company and Rosemont Seneca Principal Investments dormant for now.

I can walk you through this on the phone. The Broker-Dealer set up is just the current proposal. Ideally, I think it would make sense to have the Broker-Dealer share the same ownership as RS Partners and Advisors, but the recommendation we were given by Marc LoPresti is that the BD should be owned by a new and separate holding company because the SEC could potentially want to look at other entities owned by the holding company and you want to limit the reach of the regulators into your other businesses. If we could could bring them under a common holding company that would be ideal, but that's not what Marc recommended.

Let me know your thoughts. I am around anytime to discuss.

Thanks for your advice on this.

Best,

Eric


Eric D. Schwerin
Rosemont Seneca Partners, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880
eschwerin@rosemontseneca.com
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