EMAIL DETAILS

Some thoughts/talking points:

There is nothing in the RSTP operating agreement that concerns vesting of any kind. Since it is not addressed it is clear that everyone vests immediately.
Under the agreement there is nothing that could lead someone to say you violated the agreement in any way. The only thing that the agreement says is that members should not enter into any “transactions” that would have a negative impact on the fund.
Therefore you can remain in the fund and they have no leverage other than to so say NB and/or GS will remove their money if you do.
If anyone has acted contrary to the fund docs it is John who has distributed money from the fund without the requisite 80% vote of the partners and held back management fees unilaterally without 80% agreement.
You have been generous and agreed to remove yourself from RSTP II so that the fund can survive and not suffer having GS or NB pull out.
The agreement we all agreed to on the phone back in October was that a) you would remove yourself from RSTP II b) you would remain a full member of RSTP I, RSTP II Alpha and RSTP II Bravo. That’s it.
However, after after some thought you are now willing to go even further and give up your management fees to RSTP I, Alpha and Bravo and allow the partnership percentages of RSTP II to be reduced so that Rob is cut into RSTP II solely out of the RSP side.
In exchange all you are asking is that you a guaranteed a 100% of your carried interest in funds that are now closed - RSTP I, RSTP Alpha and RSTP Bravo - and a settlement payment of $250,000 (the equivalent of approx. 60% of fees DC office would have generated in 2016 under a status quo scenario) payable over the course of 18 months.
If that is not acceptable you are happy to keep the status quo and reach out to NB and Goldman directly and explain that you are still a member of the fund and intend to remain so.


Eric D. Schwerin
Rosemont Seneca Partners, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880
eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
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