EMAIL DETAILS

Marc,
Sorry for the late reply. I have a number of questions regarding the Q-PAM issues below. I will put together the list tomorrow and circulate it.
We can discuss either on the phone or via email on Monday.

Thanks,
Arlene
Arlene Busch
202-333-1880
Abusch@rosemontseneca.com


-----Original Message-----
From: "Marc X. LoPresti" <mxl@tlcorplaw.com>
Date: Thu, 29 Jul 2010 14:31:24
To: 'Devon Archer'<darcher@rosemontcapital.com>; 'Hunter Biden'<hbiden@rosemontseneca.com>; <abusch@rosemontseneca.com>
Cc: <jat@tlcorplaw.com>
Subject: RE: QPAM

OK. We are looking at affiliate options right now. Translation - can a
newly established entity (which we will register as an RIA), as an affiliate
of the QIB entity, be a QPAM? Stay tuned.


Marc X. LoPresti, Esq.
Tagliaferro & LoPresti, LLP

New York Office:
45 Broadway, Suite 2200
New York, New York 10006
(212) 732-4029
(212) 232-2398 (fax)

Los Angeles Office:
12400 Wilshire Boulevard, Suite 820
Los Angeles, California 90025
(310) 312-1860
(310) 445-1866

CONFIDENTIALITY NOTICE:

The information contained in this electronic mail message is private and
confidential and may contain Attorney-Client privileged information. It is
intended only for the use of the individual or entity to whom it is
addressed. The information may be privileged, proprietary and exempt from
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this electronic mail message other than the intended recipient is hereby
notified not to disclose, distribute or copy this electronic mail message,
or take or refrain from taking any action in response to this message.


From: Devon Archer [mailto:darcher@rosemontcapital.com]
Sent: Thursday, July 29, 2010 2:23 PM
To: Marc X. LoPresti; Hunter Biden; abusch@rosemontseneca.com
Cc: jat@tlcorplaw.com
Subject: RE: QPAM


'Tis true. We are a registered QIB (Qualified Institutional Buyer) and I
don't see these as major hurdles. I think that these are hurdles we need to
cross as an organization anyway so let's go for it.


From: Marc X. LoPresti [mailto:mxl@tlcorplaw.com]
Sent: Thursday, July 29, 2010 2:15 PM
To: 'Hunter Biden'; abusch@rosemontseneca.com
Cc: jat@tlcorplaw.com; Devon Archer
Subject: RE: QPAM


I'm not rejecting the idea - just fielding questions. I'm more than happy
to figure out how to do it.

Marc X. LoPresti, Esq.
Tagliaferro & LoPresti, LLP

New York Office:
45 Broadway, Suite 2200
New York, New York 10006
(212) 732-4029
(212) 232-2398 (fax)

Los Angeles Office:
12400 Wilshire Boulevard, Suite 820
Los Angeles, California 90025
(310) 312-1860
(310) 445-1866

CONFIDENTIALITY NOTICE:

The information contained in this electronic mail message is private and
confidential and may contain Attorney-Client privileged information. It is
intended only for the use of the individual or entity to whom it is
addressed. The information may be privileged, proprietary and exempt from
disclosure under applicable federal, state or other law. Any recipient of
this electronic mail message other than the intended recipient is hereby
notified not to disclose, distribute or copy this electronic mail message,
or take or refrain from taking any action in response to this message.


From: Hunter Biden [mailto:hbiden@rosemontseneca.com]
Sent: Thursday, July 29, 2010 2:12 PM
To: abusch@rosemontseneca.com
Cc: Marc LoPresti; jat@tlcorplaw.com; Archer Devon
Subject: Re: QPAM


Rosemont capital partners and its affiliates meet all of these requirements-
save Registration under 40 Act which we just go ahead and do. Also Rosemont
is a QUID (?) and as for liability- thats the cost of doing business. Point
2 can be satisfied if new entity as affiliate of Rosemont can be counted for
the 85. Point 3- we have the $1mm and liability issued i addressed above.
Tell me why we cant do this fairly easily. And tell me why we arent looking
for ways to do this rather than just rejecting it out of hand.


R. Hunter Biden

Rosemont Seneca Partners LLC

202-333-1880

212-933-9965


On Jul 29, 2010, at 2:00 PM, Arlene Busch wrote:


Marc,
We have no registered entity nor do I think we have an appetite to
unconditionally guarantees payment of all of the adviser's liabilities.
Thanks for the update and the quick response.

Arlene
Arlene Busch
202-333-1880
Abusch@rosemontseneca.com


-----Original Message-----
From: "Marc X. LoPresti" <mxl@tlcorplaw.com>
Date: Thu, 29 Jul 2010 13:43:43
To: <abusch@rosemontseneca.com>
Cc: <hbiden@rosemontseneca.com>; <jat@tlcorplaw.com>
Subject: RE: QPAM

Arlene:

Here is the short version of the QPAM story:

An investment manager who wishes to qualify as a QPAM must:

1) be federally registered as an investment adviser under the
Investment Advisers Act of 1940; and

2) have total client assets under its management and control in
excess
of $85 million as of the last day of the QPAM's most recent fiscal year; and

3) have shareholders' or partners' equity in excess of $1 million
(or
have an affiliate that satisfies this net worth requirement and
unconditionally guarantees payment of all of the adviser's liabilities) as
determined by the QPAM's most recent balance sheet provided it is no more
than two years old and was prepared in accordance with GAAP

I don't see how a new Rosemont entity would qualify; is there an existing
Rosemont entity that is an RIA and could serve as the QPAM for the FoF?

Marc X. LoPresti, Esq.
Tagliaferro & LoPresti, LLP

New York Office:
45 Broadway, Suite 2200
New York, New York 10006
(212) 732-4029
(212) 232-2398 (fax)

Los Angeles Office:
12400 Wilshire Boulevard, Suite 820
Los Angeles, California 90025
(310) 312-1860
(310) 445-1866

CONFIDENTIALITY NOTICE:

The information contained in this electronic mail message is private and
confidential and may contain Attorney-Client privileged information. It is
intended only for the use of the individual or entity to whom it is
addressed. The information may be privileged, proprietary and exempt from
disclosure under applicable federal, state or other law. Any recipient of
this electronic mail message other than the intended recipient is hereby
notified not to disclose, distribute or copy this electronic mail message,
or take or refrain from taking any action in response to this message.


-----Original Message-----
From: Arlene Busch [mailto:abusch@rosemontseneca.com]
Sent: Tuesday, July 27, 2010 7:15 PM
To: Marc LoPresti
Subject: Re: QPAM

11am EDT works fine. Please call me at: 312-498-9595. I'm in AZ this week.
------Original Message------
From: Marc LoPresti
To: Arlene Busch
Cc: 'Joe Tagliaferro'
Subject: RE: QPAM
Sent: Jul 27, 2010 6:52 PM

Arlene:

My apologies -- today got away from me very quickly. Can we talk at 11 am
tomorrow?

Marc X. LoPresti, Esq.
Tagliaferro & LoPresti, LLP

New York Office:
45 Broadway, Suite 2200
New York, New York 10006
(212) 732-4029
(212) 232-2398 (fax)

Los Angeles Office:
12400 Wilshire Boulevard, Suite 820
Los Angeles, California 90025
(310) 312-1860
(310) 445-1866

CONFIDENTIALITY NOTICE:

The information contained in this electronic mail message is private and
confidential and may contain Attorney-Client privileged information. It is
intended only for the use of the individual or entity to whom it is
addressed. The information may be privileged, proprietary and exempt from
disclosure under applicable federal, state or other law. Any recipient of
this electronic mail message other than the intended recipient is hereby
notified not to disclose, distribute or copy this electronic mail message,
or take or refrain from taking any action in response to this message.


-----Original Message-----
From: Arlene Busch [mailto:abusch@rosemontseneca.com]
Sent: Tuesday, July 27, 2010 11:55 AM
To: Marc LoPresti
Subject: QPAM

Marc,
Hunter has asked me to get more information on "possibly" becoming a Q-PAM.
Can you give me a call (312-498-9595) at your convenience.

Thanks,
Arlene Busch
202-333-1880
Abusch@rosemontseneca.com


Arlene Busch
202-333-1880
Abusch@rosemontseneca.com