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H and D-

Just finished meeting up with John DeLoche and am on the way back to DC. Can give you more by phone but meeting was very positive. I feel good about a potential relationship and of course devil is in the details but seems like John's expectations are not too different than ours. I didn't get into specifics so I think we still need to work through the fact that he'd eventually want equity in RSP itself but I think once he understands there is really little value in that he'll be OK.

We thought it'd make sense for he and Laura to come to DC on perhaps July 28th (day after our dinner on 27th) and have one more meeting with the idea of going back and forth on structure prior to that so meeting on 28th is a sort of finalization meeting. Goal would be to do Search Fund initially with 3-4 deals before end of the year. John wants to raise a blind pool fund separately with idea to close $30-50m by end of the year. Think that may be more difficult than he thinks so it needs to be a point of discussion. In general, not quite that far apart.

Need to also work through the advisory relationship but I think he cares less about than I thought.

More when we next talk.

Eric D. Schwerin
eschwerin@rosemontseneca.com

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